Agenda Item 8L — Torrance City Council, December 2, 2025

8L
Date: December 2, 2025
To: Honorable Mayor and Members of the City Council
From: Kimberly Turner, Transit Director
By: Art Estrada, Fleet Services Manager | [email protected] Subject: Transit – Award Contract Service Agreement to Furnish and Install Decals.

Expenditure: Not-to-Exceed $355,010 (Non-General Fund).

RECOMMENDATION
Recommendation of the Transit Director that City Council award a contract service agreement to Decals by Design, Incorporated of Corona, California (B2025-18), in the amount of $355,010, to furnish and install decals on the current transit fleet , for a one -year (1) period beginning December 2, 2025 and ending December 1, 2026.

FUNDING

Funding is available from the following sources:

Funding Source Amount
Grant CA-2025-166 (Bus Repaint and Cosmetic Repair) $240,000.00 Grant CA-2025-121 (Bus Procurement) $112,701.60
FY2025-26 Transit Operating Budget $2,308.40
Total $355,010.00

DISCUSSION

The City of Torrance operates Torrance Transit System (TTS) with a fleet of 63 active buses.

However, our fleet expects to grow within the near future as we are acquiring approximately 20 new CNG Excelsiors, plus two Battery-Electric and two Hydrogen Fuel Cell buses. Unfortunately, our Transit Fleet’s bus decals have not been refurbished since approximately 2010 and for the newest 24 Compressed Natural Gas (CNG) buses since 2016. Therefore, our aim is to rejuvenate the fleet and obtain services to remove da maged, worn-out decals and prepare the buses to receive new decals to ensure consistency in the fleet’s appearance.

The Torrance Transit Bus Fleet consists of buses manufactured by New Flyer of America and the bus model types are C40LFR CNG, XN40 Excelsior, XE40 Excelsior Charge Electric Power, and XHE40 Hydrogen Fuel Cell. Within this request for proposal, the vendor m ust furnish 63 sets (a set is all decals required for one bus.) Out of the 63 sets, 59 sets will be for regular service vehicles, and 4 sets will be furnished for rapid service vehicles. In addition, the vendor must 1 City Council
December 2, 2025

Page 2 ends

remove the old graphics from 43 buses and install complete new sets of graphics. Plus, install new sets of graphics for the 20 new CNG XN40 Excelsiors arriving this calendar year.

On August 13 th, 2025, seven vendors participated in a pre -bid meeting held at the Torrance Transit Facility (Fleet Garage.) Formal bids (Bid B2025-18) were received on September 9, 2025.

Evaluation
Criteria
Max.

Points
Average Points
BusGraphix Classic
Litho +
Design
Decals
By
Design,
Inc
International
Nameplate
U.S
South
Bay
Fleet
Specialist
Turbo
Images
Corp.

Overall Price 30 21 22 30 16 11 19
Warranty 25 25 0 25 25 25 25
Training-
Proper Care
and
Maintenance
20 20 0 20 20 20 20
Type of
Materials
Proposed
15 15 15 15 15 15 15
Project Time
Span
10 10 0 9 7 9 5
Maximum Total
Points
100 91 37 99 83 80 84

Results
Ranking Vendor Name City State Evaluation
Score
Proposal Price
1 Decals By Design, Inc Corona CA 99.00 $355,010.00
2 BusGraphix Queen Creek AZ 91.00 $384,462.53
3 Turbo Images Corp. Newark CA 84.00 $482,246.82
4 International Nameplate
U.S
Longview TX 83.00 $617,356.36
5 South Bay Fleet Specialist Gardena CA 80.00 $14,839.59 per rapid; $17,100.37
per Excelsior (XN40)
6 Classic Litho + Design Torrance CA 37.00 $375,306.12 (quoted at $5,957.24 each)

Staff is recommending that City Council award a contract service agreement to Decals by Design, Incorporated of Corona, California (B2025-18), in the amount of $355,010, to furnish and install decals on the current transit fleet , for a one -year (1) period beginning December 2, 2025 and ending December 1, 2026.

ATTACHMENT

1. Contract Services Agreement – Decals By Design

2 Draft COT Service Agreement - Decals By Design.docx
1 CONTRACT SERVICES AGREEMENT

This CONTRACT SERVICES AGREEMENT (“Agreement”) is made and entered into as of December 2, 2025 (the “Effective Date”), by and between the CITY OF TORRANCE, a municipal corporation (“CITY”), and Decals By Design, a California corporation (“CONTRACTOR”).

RECITALS:

A. The CITY wishes to retain the services of an experienced and qualified CONTRACTOR to furnish, install, and provide artwork for bus decals for the City of Torrance Transit Deparment Fleet Division.

B. In order to obtain the desired services, the CITY has circulated its Request for Proposals for the furbishing and installation of bus decals, RFP No. B2025-18. (the “RFP”).

C. CONTRACTOR has submitted a Proposal (the “Proposal”) in response to the RFP. In its Proposal CONTRACTOR represents that it is qualified to perform those services requested in the RFP. Based upon its review of all proposals submitted in response to the RFP, the CITY is willing to award the contract to CONTRACTOR.

AGREEMENT:

1. SERVICES TO BE PERFORMED BY CONTRACTOR
CONTRACTOR will provide the services and install those materials listed in CONTRACTOR’s Proposal submitted in response to the RFP. A copy of the RFP is attached as Exhibit A. A copy of the Proposal is attached as Exhibit B.

2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through December 1, 2026.

3. COMPENSATION
A. CONTRACTOR’s Fee.

For services rendered pursuant to this Agreement, CONTRACTOR will be paid in accordance with the compensation schedule set forth in the Proposal, provided, however, that in no event will the total amount of money paid the CONTRACTOR, for services initially contemplated by this Agreement, exceed the sum of $355,010.00 (“Agreement Sum”), if first approved in writing by CITY.

B. Schedule of Payment.
3 ATTACHMENT 1
Draft COT Service Agreement - Decals By Design.docx
2 Provided that the CONTRACTOR is not in default under the terms of this Agreement, upon presentation of an invoice, CONTRACTOR will be paid the fees described in Paragraph 3.A. above, according to the Compensation Schedule. Payment will be due within 30 days after the date of the invoice.

4. TERMINATION OF AGREEMENT
A. Termination by CITY for Convenience.

1. CITY may, at any time, terminate the Agreement for CITY’s convenience and without cause.

2. Upon receipt of written notice from CITY of such termination for CITY’s convenience, CONTRACTOR will:

a. cease operations as directed by CITY in the notice;
b. take actions necessary, or that CITY may direct, for the protection and preservation of the work; and
c. except for work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.

3. In case of such termination for CITY’s convenience,
CONTRACTOR will be entitled to receive payment for work executed; and costs incurred by reason of such termination, along with reasonable overhead and profit on the work not executed.

B. Termination for Cause.

1. If either party fails to perform any term, covenant or condition in this Agreement and that failure continues for 15 calendar days after the nondefaulting party gives the defaulting party written notice of the failure to perform, this Agreement may be terminated for cause; provided, however, that if during the notice period the defaulting party has promptly commenced and continues diligent efforts to remedy the default, the defaulting party will have such additional time as is reasonably necessary to remedy the default.

2. In the event this Agreement is terminated for cause by the default of the CONTRACTOR, the CITY may, at the expense of the
CONTRACTOR and its surety, complete this Agreement or cause it to be completed. Any check or bond delivered to the CITY in connection with this Agreement, and the money payable thereon, will be forfeited to and remain the property of the CITY. All moneys due the CONTRACTOR under the terms of this Agreement will be 4 Draft COT Service Agreement - Decals By Design.docx
3 retained by the CITY, but the retention will not release the CONTRACTOR and its surety from liability for the default. Under these circumstances, however, the CONTRACTOR and its surety will be credited with the amount of money retained, toward any amount by which the cost of completion exceeds the Agreement Sum and any amount authorized for extra services.

3. Termination for cause will not affect or terminate any of the rights of the CITY as against the CONTRACTOR or its surety then existing, or which may thereafter accrue because of the default; this provision is in addition to all other rights and remedies available to the CITY under law.

C. Termination for Breach of Law.

In the event the CONTRACTOR or any of its officers, directors, shareholders, employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of a contract or subcontract; (ii) under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty which currently, seriously, and directly affects responsibility as a public consultant or contractor; (iii) under state or federal antitrust statutes arising out of the submission of bids or proposals; or (iv) of violation of Paragraph 20 of this Agreement; or for any other cause the CITY determines to be so serious and compelling as to affect CONTRACTOR’s responsibility as a public consultant or contractor, including but not limited to, debarment by another governmental agency, then the CITY reserves the unilateral right to terminate this Agreement or to impose such other sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it deems proper. The CITY will not take action until CONTRACTOR has been given notice and an opportunity to present evidence in mitigation.

5. FORCE MAJEURE
If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party’s performance shall be excused for a period equal to the period of such cause for failure to perform.

6. RETENTION OF FUNDS
5 Draft COT Service Agreement - Decals By Design.docx
4 CONTRACTOR authorizes CITY to deduct from any amount payable to CONTRACTOR (whether or not arising out of this Agreement) any amounts the payment of which may be in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or damages suffered by CITY, and all amounts for which CITY may be liable to third parties, by reason of CONTRACTOR’s acts or omissions in performing or failing to perform CONTRACTOR’s obligations under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by CONTRACTOR, or any indebtedness exists that appears to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of CONTRACTOR to insure, indemnify, and protect CITY as elsewhere provided in this Agreement.

7. CITY REPRESENTATIVE
Art Estrada, Transit Fleet Services Manager is designated as the “City Representative,” authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement. Whenever approval, directions, or other actions are required by CITY under this Agreement, those actions will be taken by the City Representative, unless otherwise stated. The City Manager has the right to designate another City Representative at any time, by providing notice to CONTRACTOR.

8. CONTRACTOR REPRESENTATIVE(S)
The following principal(s) of CONTRACTOR are designated as being the principal(s) and representative(s) of CONTRACTOR authorized to act in its behalf with respect to the work specified in this Agreement and make all decisions in connection with this Agreement:

Dan Perkins, President
Adrian Schicker, Operations Manager

9. INDEPENDENT CONTRACTOR
CONTRACTOR is, and at all times will remain as to CITY, a wholly independent contractor. Neither CITY nor any of its agents will have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as otherwise set forth in this Agreement. CONTRACTOR’s agents and employees are not and shall not be considered employees of CITY for any purpose. CONTRACTOR may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY. CITY has no duty, obligation, or responsibility to CONTRACTOR’s agents or employees under the Affordable Care Act. CONTRACTOR is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to CONTRACTOR’s agents and employees. CITY is not responsible and shall not 6 Draft COT Service Agreement - Decals By Design.docx
5 be held liable for CONTRACTOR’s failure to comply with CONTRACTOR’s duties, obligations, and responsibilities under the Affordable Care Act. CONTRACTOR agrees to defend, indemnify and hold CITY harmless for any and all taxes and penalties that may be assessed against CITY as a result of CONTRACTOR’s obligations under the Affordable Care Act relating to CONTRACTOR’s agents and employees.

10. BUSINESS LICENSE
The CONTRACTOR must obtain a City business license prior to the start of work under this Agreement, unless CONTRACTOR is qualified for an exemption.

11. OTHER LICENSES AND PERMITS
CONTRACTOR warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this Agreement.

12. FAMILIARITY WITH WORK
By executing this Agreement, CONTRACTOR warrants that CONTRACTOR (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, CONTRACTOR warrants that CONTRACTOR has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services set forth in this Agreement. Should CONTRACTOR discover any latent or unknown conditions that will materially affect the performance of the services set forth in this Agreement, CONTRACTOR must immediately inform CITY of that fact and may not proceed except at CONTRACTOR’s risk until written instructions are received from CITY.

13. CARE OF WORK
CONTRACTOR must adopt reasonable methods during the term of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and other components to prevent losses or damages, and will be responsible for all damages, to persons or property, until acceptance of the work by CITY, except those losses or damages as may be caused by CITY’s own negligence.

14. CONTRACTOR’S ACCOUNTING RECORDS; OTHER PROJECT RECORDS Records of the CONTRACTOR’s time pertaining to the project, and records of accounts between CITY and the CONTRACTOR, will be kept on a generally recognized accounting basis. CONTRACTOR will also maintain all other records, including without limitation specifications, drawings, progress reports and the like, relating to the project. All records will be available to CITY during normal working hours. CONTRACTOR will maintain these records for three years after final payment.

7 Draft COT Service Agreement - Decals By Design.docx
6 15. PREVAILING WAGE
All Services rendered pursuant to this agreement must be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of City and any Federal, State, or local governmental agency of competent jurisdiction. Contractor is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as of California Code of Regulations, Title 8, Sections 1600, et seq., (collectively, the “Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “Public works” and “Maintenance” projects. If the Services are being performed as part of an applicable “Public works” or “Maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is ONE THOUSAND DOLLARS ($1,000) or more, Contractor agrees to fully comply with the Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of payroll records and the employment of apprentices.

Pursuant to California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a contract for public work on a “Public works” project unless registered with the California Department of Industrial Relations (“DIR”) at the time the contract is awarded. If the Services are being performed as part of an applicable “Public works” or “Maintenance” project, as defined by the Prevailing Wage Laws, this project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). Contractor will maintain and will require all subcontractors to maintain valid and current DIR Public Works Contractor registration during the term of this Agreement. Contractor must notify City in writing immediately, and in no case more than twenty-four (24) hours, after receiving any information that Contractor’s or any of its subcontractor’s DIR registration status has been suspended, revoked, expired, or otherwise changed.

It is understood that it is the responsibility of Contractor to determine the correct salary scale. Contractor will make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Services available to interested parties upon request, and post copies at Contractor’s principal place of business and at the project site, if any. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Contractor must forfeit to City TWENTY FIVE DOLLARS ($25.00) per day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is the legal working day.

Contractor must also comply with State law requirements to maintain payroll records and must provide for certified records and inspection of records as required by California Labor Code Section 1770 et seq., including Section 1776.

Contractor will defend (with counsel selected by City), indemnify, and hold City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the 8 Draft COT Service Agreement - Decals By Design.docx
7 Prevailing Wage Laws. It is agreed by the parties that, in connection with performance of the Services, including, without limitation, any and all “Public works” (as defined by the Prevailing Wage Laws), Contractor will bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Contractor acknowledges and agrees that it will be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with those laws. Contractor will require the same of all subcontractors.

16. INDEMNIFICATION
CONTRACTOR will indemnify, defend, and hold harmless CITY, the Successor Agency to the former Redevelopment Agency of the City of Torrance, the City Council, each member thereof, present and future, members of boards and commissions, its officers, agents, employees and volunteers from and against any and all liability, expenses, including defense costs and legal fees, and claims for damages whatsoever, including, but not limited to, those arising from breach of contract, bodily injury, death, personal injury, property damage, loss of use, or property loss however the same may be caused and regardless of the responsibility for negligence. The obligation to indemnify, defend and hold harmless includes, but is not limited to, any liability or expense, including defense costs and legal fees, arising from the negligent acts or omissions, or willful misconduct of CONTRACTOR, its officers, employees, agents, subcontractors or vendors. It is further agreed, CONTRACTOR’s obligations to indemnify, defend and hold harmless will apply even in the event of concurrent negligence on the part of CITY, the City Council, each member thereof, present and future, or its officers, agents and employees, except for liability resulting solely from the negligence or willful misconduct of CITY, its officers, employees or agents.

Payment by CITY is not a condition precedent to enforcement of this indemnity.

In the event of any dispute between CONTRACTOR and CITY, as to whether liability arises from the sole negligence of the CITY or its officers, employees, agents, subcontractors or vendors, CONTRACTOR will be obligated to pay for CITY’s defense until such time as a final judgment has been entered adjudicating the CITY as solely negligent. CONTRACTOR will not be entitled in the event of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and costs of litigation.

17. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
No officer or employee of CITY will be personally liable to CONTRACTOR, in the event of any default or breach by the CITY or for any amount that may become due to CONTRACTOR.

18. INSURANCE
A. CONTRACTOR and its subcontractors must maintain for the duration of the contract at its sole expense the following insurance, which will be full coverage not subject to self-insurance provisions:

9 Draft COT Service Agreement - Decals By Design.docx
8 1. Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:

(a) Primarily Bodily Injury with limits of at least $500,000 per person, $1,000,000 per occurrence; and

(b) Primary Property Damage of at least $250,000 per
occurrence; or

2. Commercial General Liability including coverage for premises, products and completed operations, independent contractors, personal injury and contractual obligations with combined single limits of coverage of at least $2,000,000 per occurrence, $4,000,000 aggregate.

3. Workers’ Compensation with limits as required by the Labor Code of the State of California and, if workers’ compensation is required, employer’s liability insurance with minimum limits of $1,000,000 per occurrence or occupational illness. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the CITY for all work performed by the CONTRACTOR, its employees, agents and subcontractors.

B. The insurance provided by CONTRACTOR will be primary and non- contributory.

C. CITY (“City of Torrance”), the Successor Agency to the former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insured under the automobile and general liability policies. Coverage can be provided in the form of an endorsement to the CONTRACTOR’s insurance or applicable policy language.

D. CONTRACTOR must provide certificates of insurance including all required mandatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) indicating appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work.

E. Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the CITY.

10 Draft COT Service Agreement - Decals By Design.docx
9 F. CONTRACTOR must include all subcontractors as insureds under its policies or must furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors will be subject to all of the requirements of this Paragraph 18.

G. If the CONTRATOR maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.

H. The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of the CONTRACTOR.

I. CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

J. Self-insured retentions must be declared to and approved by the CITY.

The CITY may require the CONTRACTOR to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or CITY.

19. SUFFICIENCY OF INSURERS
Insurance required by this Agreement will be satisfactory only if issued by companies authorized to do business in California, rated “A” or better in the most recent edition of Best’s Key Rating Guide, and only if they are of a financial category Class VII or better, unless these requirements are waived by the Risk Manager of CITY (“Risk Manager”) due to unique circumstances. In the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to CITY, the CONTRACTOR agrees that the minimum limits of any insurance policies or performance bonds required by this Agreement may be changed accordingly upon receipt of written notice from the Risk Manager; provided that CONTRACTOR will have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of CITY within 10 days of receipt of notice from the Risk Manager.

20. CONFLICT OF INTEREST
11 Draft COT Service Agreement - Decals By Design.docx
10 A. No officer or employee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relating to the Agreement that affects the officer or employee’s financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation.

B. No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal.

21. NOTICE
A. All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:

1. Personal delivery. When personally delivered to the recipient:
notice is effective on delivery.

2. First Class mail. When mailed first class to the last address of the recipient known to the party giving notice: notice is effective three mail delivery days after deposit in a United States Postal Service office or mailbox.

3. Certified mail. When mailed certified mail, return receipt requested:
notice is effective on receipt, if delivery is confirmed by a return receipt.

4. Overnight delivery. When delivered by an overnight delivery service, charges prepaid or charged to the sender’s account:
notice is effective on delivery, if delivery is confirmed by the delivery service.

5. Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice: notice is effective on receipt. Any notice given by fax will be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s time) or on a non-business day.

6. Addresses for purpose of giving notice are as follows:

12 Draft COT Service Agreement - Decals By Design.docx
11 CONTRACTOR Decals By Design, Inc
1325 Pico St. #105 Corona CA
92881

Fax: (951)696-1142

CITY: City Clerk
City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Fax: (310) 618-2931

B. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messenger or overnight delivery service.

C. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this Agreement.

22. PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING
This Agreement and all exhibits are binding on the heirs, successors, and assigns of the parties. The Agreement may not be assigned or subcontracted by either CITY or CONTRACTOR without the prior written consent of the other.

23. INTEGRATION; AMENDMENT
This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained in it. No prior oral or written understanding will be of any force or effect with respect to the terms of this Agreement. The Agreement may not be modified or altered except in writing signed by both parties.

24. INTERPRETATION
The terms of this Agreement should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction that might otherwise apply. To the extent that the terms of the RFP or Proposal are inconsistent with the terms of this Agreement, the terms of this Agreement shall control.

25. SEVERABILITY
If any part of this Agreement is found to be in conflict with applicable laws, that part will be inoperative, null and void insofar as it is in conflict with any applicable laws, but the remainder of the Agreement will remain in full force and effect.

13 Draft COT Service Agreement - Decals By Design.docx
12 26. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement.

27. GOVERNING LAW; JURISDICTION
This Agreement will be administered and interpreted under the laws of the State of California. Jurisdiction of any litigation arising from the Agreement will be in Los Angeles County, California.

28. COMPLIANCE WITH STATUTES AND REGULATIONS
CONTRACTOR will be knowledgeable of and will comply with all applicable federal, state, county and city statutes, rules, regulations, ordinances and orders.

29. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default will impair the right or remedy or be construed as a waiver.

A party’s consent or approval of any act by the other party requiring the party’s consent or approval will not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this Agreement.

30. ATTORNEY’S FEES
Except as provided for in Paragraph 16, in any dispute, litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party will be awarded reasonable attorney’s fees, together with any costs and expenses, to resolve the dispute and to enforce any judgment.

31. EXHIBITS
All exhibits identified in this Agreement are incorporated into the Agreement by this reference.

32. CONTRACTOR’S AUTHORITY TO EXECUTE
The persons executing this Agreement on behalf of the CONTRACTOR warrant that (i) the CONTRACTOR is duly organized and existing; (ii) they are duly authorized to execute this Agreement on behalf of the CONTRACTOR; (iii) by so executing this Agreement, the CONTRACTOR is formally bound to the provisions of this Agreement; and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the CONTRACTOR is bound.

33. PUBLIC RECORDS ACT
Any documents submitted by the CONTRACTOR; all information obtained in connection with the CITY’s right to audit and inspect the CONTRACTOR’s 14 Draft COT Service Agreement - Decals By Design.docx
13 documents, books, and accounting records pursuant to paragraph 14 Contractor’s Accounting Records; Other Project Records; as well as those documents which were required to be submitted in response to the Request for Proposals (RFP) used in the solicitation process for this Contract, become the exclusive property of the City. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those elements in the California Government Code Section 7920.000 et seq. (Public Records Act) and which are marked “trade secret”, “confidential”, or “proprietary”.

The CITY shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction.

In the event the CITY is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contents of a proposal marked “trade secret”, “confidential”, or “proprietary”, the CONTRACTOR agrees to defend and indemnify the CITY from all costs and expenses, including reasonable attorney’s fees, in action or liability arising under the Public Records Act.

CITY OF TORRANCE,
a municipal corporation

_______________________________
George K. Chen, Mayor

Decals By Design,
a California corporation

By:________________________________
Doris Perkins
Vice-President

ATTEST:

_______________________________
Rebecca Poirier, MMC
City Clerk

APPROVED AS TO FORM:

PATRICK Q. SULLIVAN
City Attorney

By: ____________________________

Attachments: Exhibit A Request for Proposals
Exhibit B Proposal

Rev. 0424

15 temp_13AEFF.docx
14 EXHIBIT A

REQUEST FOR PROPOSALS
[To be attached]
16 Request for Proposals (RFP)
City of Torrance | 3031 Torrance Blvd, Torrance CA 90503 | www.TorranceCA.Gov

RFP No. B2025-18
Furnish and Install Bus Decals

RFP Submittal Information
No mail or hand delivered Proposals. No faxed proposals.

No Late proposals.

Location: City of Torrance
Purchasing Division
3031 Torrance Blvd.

Torrance, CA 90503
Date: Tuesday, September 9, 2025
Time Deadline: 12:00 p.m. Local (Pacific) Time

Submittal Requirements
Your submittal must include the following:

• Vendor’s Response (Section III of this document) on the forms provided. If additional space is required, please attach additional pages.
• Bidders Affidavit (Attachment 1)

Proposers will be disqualified if their proposal does not include the above items.

Prior to the award of a Contract
The successful vendor, must submit the following to the City of Torrance • Proof of insurance and applicable bonds, as indicated in the terms and conditions of this RFP document.
• Proof of a City of Torrance Business License, please contact the City of Torrance Business License Office at (310) 618-5923.

Notice of Mandatory Pre-Proposal Conference
The City will conduct a mandatory briefing session for prospective vendors.

The pre-proposal conference will start promptly at the time and location listed below. You must arrive on time and stay for the entire conference.

Location: Torrance Transit Facility (Fleet Garage)
20500 Madrona Avenue
Torrance, CA 90503
Date: Wednesday, August 13th ,2025
Time: 12:00pm Local (Pacific) Time
Questions Regarding this RFP Must be Submitted on PlanetBids • The deadline to submit questions is 12:00 Noon Pacific Time on Wednesday, August 20, 2025
• All questions regarding this RFP must be submitted online.

17 RFP No. B2025-18 Furnish and Install Bus Decals

SECTION I RFP INSTRUCTIONS AND INFORMATION

Notice is hereby given that sealed proposals will be received online until 12:00 p.m. September 9, 2025.

The City of Torrance:

The City of Torrance is on the western side of Los Angeles County. It is boarded by the Palos Verdes Peninsula on the south, the City of Gardena on the north, the City of Redondo Beach on the north and west boundaries, the City of Lomita on the east and the Pacific Ocean on the west. The City encompasses an area of approximately 21 square miles, 329 miles of Streets, 1870 intersections, 550 miles of sidewalks, 47,000 Street Trees, 6 Public Libraries, a Municipal Airport, Transit System, 46 Parks & Recreation Amenities, 6 Fire Stations, 1 Police Station and 1 Police Community Center, and has an estimated population of approximately 146,115, which makes Torrance one of the top 10 cities in Los Angeles County in regards to population.

Background:

The City of Torrance operates Torrance Transit System (TTS) with a fleet of 63 active buses.

However, our fleet expects to grow within the near future to approximately 87 buses. TTS operates within the City and through several other surrounding cities.

The City’s intent with this Request for Proposal (RFP) is to obtain services to remove damaged, worn out decals and prepare the buses to receive new decals, to ensure consistency in the fleet’s appearance. The City reserves the right to increase or decrease the quantity listed and to delete any item from contract. This RFP reflects the City’s intent to contract with a contractor who can meet or exceed the criteria specified in this RFP.

Definitions:

Word Definition as applied to this RFP
City The City of Torrance, California
Vendor, Contractor,
Proposer, Firm or
Consultant
The person, firm, company or corporation providing services to the City, or submitting a proposal in response to this RFP
Contract, Purchase
Order, Agreement,
Purchasing Agreement
The agreement between the awarded Vendor and the City as a result of this Request for Proposals

Proposal Submittal Form:

Prospective bidders must submit bids in electronic only format at https://pbsystem.planetbids.com/portal/47426/portal-home; The proposal must be made on the form provided and uploaded on PlanetBids.

Scan and attach the following required documents to your eBid. This list may not be all-inclusive; additional items may be required elsewhere in bid specifications. Failure to provide required documents with bid may cause the bid to be deemed non-responsive.)

If an individual makes the proposal, it must be signed by that individual, with an address and telephone number. If made by a business entity, it must be signed by an authorized person that executes binding agreements and contracts. A full business address and telephone are required.

18 Blank spaces in the proposal form must be completed using ink, indelible pencil, typewriter or digitally.

The text of the proposal form must not be changed and no additions. Any unauthorized conditions, limitations, or provisos attached to a proposal will render it informal and may cause its rejection.

Alterations by erasure or interlineations must be explained or noted in the proposal form over the signature of the Proposer.

Mandatory Pre-Proposal Conference:

A vendor representative must attend the mandatory pre-proposal conference in order to submit a proposal. No exceptions. The pre-proposal conference will start at the location listed on page 1 of this Request for Proposals. No late arrivals. Please take into account local traffic congestion to leave ample time to arrive on time. No Exceptions. No make-up walk-throughs allowed. Vendors may not contact individual City Departments to request tours. Individuals attending the walkthrough should be prepared to take adequate notes of their observations to assist them in preparation of their proposal submittal.

Questions:

All questions regarding this RFP must be submitted online no later than 12:00 PM Wednesday August 20, 2025. Answers to questions will be posted online for all interested bidders to review.

Bidders who have downloaded bid documents by the time that the questions are responded to will receive an automated email notifying them of additional information and/or addendums that have been posted to the website. No questions via telephone. No questions submitted after deadline. Written answers and any other changes to the RFP will be sent via Planetbids to all known prospective proposers as an addendum to the RFP.

Errors and Omissions:

The proposer may not take advantage of any errors and/or omissions in these specifications or in the proposer’s specifications submitted with its proposal. If there are errors or omissions, you will be notified.

Proposers Examination of Requirements:

The Proposer is required to examine carefully the site, the instructions, information and specifications of this document, investigate the conditions, the character, quality and quantity of work to be performed as required by this document. Submission of a proposal will be considered prima facie evidence that the Proposer has made such examination.

Reservation:

The City reserves the right to revise or amend these specifications prior to the date set for opening proposals. Revisions and amendments will be identified by an addendum to this RFP. If the revisions require additional time to enable vendors to respond, the City may postpone the opening date accordingly. In such case, the addendum will include an announcement of the new proposal submittal due date.

Attach all addenda to the proposal. Failure to attach any addendum may render the proposal non- responsive and cause for rejection.

The City reserves the right to award a contract to a company solely based on the initial proposal submitted. The City reserves the right to require more information and clarification on information submitted in the proposal to complete the evaluation.

The City Council reserves the right to reject any and all proposals received, to take all proposals under advisement for a period not to exceed ninety (90) days after the date of the opening, to waive any informality on any proposal, and to be the sole judge of the relative merits of the material and or 19 service mentioned in the respective proposals received. The City reserves the right to reject any proposal not accompanied with all data or information required.

This Request for Proposals does not commit the City to award a contract or to pay any cost incurred in the preparation of a proposal. All responses to this RFP document become the property of the City of Torrance.

The City reserves the right to examine all factors bearing on a Proposer’s ability to perform the services under the contract. The City reserves the right to reject any proposal not accompanied with all data or information required. The City reserves the right to cancel this solicitation, without penalty, at its sole discretion.

Affidavit:

An affidavit form is enclosed. It must be completed signifying that the proposal is genuine and not collusive or made in the interest or on behalf of any person not named in the proposal, that the proposer has not directly or indirectly induced or solicited any other proposer to put in a sham proposal or any other person, firm, or corporation to refrain from proposing, and that the proposer has not in any manner sought by collusion to secure for itself an advantage over any other proposer. Any proposal submitted without an affidavit or in violation of this requirement will be rejected. (Attachment 1)

Evaluation of Proposals:

The City will be the sole determiner of suitability to the City’s needs. Proposals are rated according to their completeness and understanding of the City’s needs, conformance to the requirements of the technical specifications, compatibility with the City’s current technology and operations, prior experience with similar scope of work, financial capabilities, delivery, and cost. Cost including any ongoing maintenance and support cost are reviewed to determine which proposal best meets the needs of the City.

The City will take into consideration a local Torrance vendor sales tax rebate of 1.5% for proposals submitted by a Torrance vendor that include a material component.

The City’s project evaluation team will evaluate proposals based on the evaluation criteria listed below. Points will be assigned to each criterion up to a maximum of 100 points. Proposals will be ranked and that ranking will be made public.

Subsequently, the City may interview a qualified Firm, prior to deciding whether to recommend the award of an Agreement.

Description of Evaluation Criteria Possible Points
Price 30
Warranty 25
Training – proper care and maintenance 20
Type of materials proposed 15
Project Time Span 10
Maximum Total Points = 100

PART I – EVALUATION OF PROPOSALS: After receipt of proposals for this project, the City’s project evaluation committee will evaluate proposals based on the criteria listed below (with exception of cost), and develop a short list of qualified Firms. The Firms on this short list will be invited to interview with the City.

20 The Contract:

The awarded vendor will be required to enter into a written contract with the City of Torrance.

Attached is a copy of the standardized contract (Attachment A), which will be modified to reflect the awarded RFP. A copy of this RFP and the accepted proposal will be attached to and become a part of the contract.

Prevailing Wage:

The State of California Senate Bill 7 (SB7) applies to construction contracts over $25,000 and contracts for alteration, demolition, repair and maintenance over $15,000. There are no exemptions.

The contract issued because of this RFP is subject to prevailing wage. This bid is subject to prevailing wage rates. Current prevailing wage determinations rates may found at the State of California Dept. of Industrial Relations website
http://www.dir.ca.gov/oprl/DPreWageDetermination.htm

Contractor Registration the State of California Senate Bill 854 (SB854):

• No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with
the Department of Industrial Relations pursuant to Labor Code section 1725.5

•
No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.

•
Public works refers to construction, alteration, demolition, installation, or repair work (including maintenance) done under contract and paid by public funds

•
This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

•
All contractors and subcontractors must furnish electronic certified payroll records directly to the Labor Commissioner (aka Division of Labor Standards Enforcement).

• For additional information and to register online go to http://www.dir.ca.gov/Public- Works/PublicWorks.html

Independent Contractor:

The successful proposer will at all times remain to the City, a wholly independent contractor. Neither the City nor any of its agents will have control over the conduct of the Contractor or any of the Contractor’s employees, except as otherwise set forth in the awarded Agreement. The Contractor’s agents and employees are not and will not be considered employees of the City for any purpose. The Contractor may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the City. The City has no duty, obligation, or responsibility to the Contractor’s agents or employees under the Affordable Care Act. The Contractor is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to the Contractor’s agents and employees. The City is not responsible or liable for the Contractor’s failure to comply with the Contractor’s duties, obligations, and responsibilities under the Affordable Care Act. The Contractor agrees to defend, indemnify and hold the City harmless for all taxes and penalties that may be assessed against the City because of the Contractor’s obligations under the Affordable Care Act relating to the Contractor’s agents and employees.

21 Payments:

Complete payment on the contract price will be made in approximately thirty (30) days from date of delivery, or completion and acceptance, unless otherwise provided for in Proposer’s proposal or in these specifications. Payments will be made upon verification and acceptance by the City of contract services performed and upon the City’s receipt of a correct invoice.

Suspension of Procurement:

The City may suspend, in writing all or a portion of the procurement of materials or services pursuant to this RFP and subsequent contract agreement, in the event unforeseen circumstances make such procurement impossible or infeasible, or in the event, City should determine it to be in the best interest of City to cancel such procurement of services or materials.

In the event of termination, selected Proposer will perform such additional work as is necessary for the orderly filing of documents, and closing of project.

The selected Proposer will be compensated for the terminated procurement based on materials or services actually furnished or performed prior to the effective date of termination, plus the work reasonably required for filing and closing.

Notice of Intent to Award:

Approximately two (2) weeks prior to the anticipated City Council meeting awarding a contract because of the RFP, the City will notify all proposer’s of its intent to award. Results will be posted on the City of Torrance Web site
https://pbsystem.planetbids.com/portal/47426/portal-home

22 RFP No. B2025-18
Furnish and Install Bus Decals

SECTION II TECHNICAL REQUIREMENTS

The City of Torrance is requesting proposals from qualified vendors to furnish and install Transit’s bus fleet decals.

This RFP is intended to be as descriptive as possible. However, Proposers may not take advantage of omissions or oversights in this document. Proposers must supply products and services that meet or exceed the requirements of this RPF. In the event of a dispute over installation or performance, the needs of the City of Torrance will govern.

Scope of Work:

Furnish, install, and provide artwork for bus decals for the City of Torrance Transit Department Fleet Division.

The Torrance Transit Bus Fleet consists of buses manufactured by New Flyer of America and the bus model types are C40LFR CNG and XN40 Excelsior. All buses are 40 feet in length and 102 inches in width with similar roof configuration to Torrance Transit’s current XN40 Excelsior model buses.

The vendor must furnish 63 sets (a set is all decals required for one bus) of the Torrance Transit bus decals. Out of the 63 sets furnished by the vendor, 59 sets will be for regular service vehicles, which consists of the two bus models: C40LFR CNG and XN40 Excelsior. The other four sets will be furnished for rapid service vehicles, which consists of bus model C40LFR CNG. The chosen vendor must provide digital artwork print ready format for in house accident repair.

The vendor must remove old decals and install 63 new sets on Torrance Transit Buses. Out of the 59 sets for regular service, only 20 vehicles will need installation and no cost for removal of decals, as they will be new additions to the Torrance Transit bus fleet.

General Requirements:

Decals must be printed on 3M Scotchlite Reflective Vinyl material as specified below.

All printed graphics and decals furnished must be laminated with a clear protective coating and must retain true color for a minimum of 5 years.

The vendor must warranty all of the work performed on the Torrance Transit bus fleet for 5 years. The warranty must cover the installation of decals as well as warranty the vehicle’s paint job and body work which must be free of damage after installation is completed.

The vendor must provide all personnel and equipment to complete each installation. All installation is to be done at the Torrance Transit Facility Garage.

The awarded vendor is to provide training to City staff (train the trainer) and documentation for the proper care and maintenance of the decals. This training must include instruction on removal and installation of decals on City buses.

Artwork sized properly for accident repair must be provided in large format print ready for both design:
regular and rapid service.

23 Work Plan:

Prior to the beginning of the work, the successful proposer must provide the City a schedule and work plan for approval.

Delivery/Installation:

Torrance Transit Facility Garage
20500 Madrona Avenue
Torrance, CA 90503

Materials and Fabrication Methods:

Material:

The material used for this project must be 3M.

Vendor must follow the most current 3M Product and Instruction bulletins. These bulletins can be found at wwww.3Mgraphics.com. The successful vendor must follow the specifications as written to assure that the 3M solution is constructed properly. Any deviation from the written specifications or failure to follow the directions in the applicable product and instruction bulletins will void the 3M warranty.

Imaging:

The imaging method for the manufacturer and application of the decals should be digital with 3M digital inks as indicated below. All decals are to be die cut to shape as indicated in the artwork that will be provided to the awarded vendor (Adobe Illustrator Dis). All artwork is to remain the property of the City of Torrance. Upon delivery of the final decals related to this project the awarded vendor is to provide the City of Torrance Transit Fleet Services Manager all project files (measurements to scale and any artwork created by the awarded vendor to manufacture decals for this project).

Decals:

General Area Decals
(All decals with the exception of the decals that cover the windows) Description Application
Surface: Painted Bus; flat and complex curves
Imaging Method: Digital with 3M digital inks (must)
Duration per Bulletin: 5 years
Warranty/MCS, PG, or Basic: 3M Matched Component System Warranty/5 years Over-laminate or Clear: 3MTM ScotchcalTM Luster Overlaminate 8519 Product: 3MTM ScotchliteTM Removable Reflective Graphic Film with ComplyTM Adhesive IJ680CR-10

Window Area Decals
Surface: Bus Windows
Imaging Method: 3MTM Piezo Inkjet Ink Series 1500v2, Digital (solvent) Duration per Bulletin: 1 Year
Warranty/MCS, PG or Basic: 3M Matched Component System Warranty/1 year Over laminate or Clear: 3MTM ScotchcalTM Optically Clear Overlaminate 8914 Product: 3MTM ScotchcalTM Perforated Window Graphic Film IJ8171. Must edge seal with 8914 tape as per
Product and Instruction Bulletin IJ8171.

24 Manufacturing, Application, Removal and Packaging:

Vendor must follow the appropriate methods and procedures referenced in the 3M Product and Instruction Bulletins above and accessed at
www.3Mgraphics.com
and
www.scotchprint.com.

Graphics must be packaged in substantial cartons, crates or tubes which will protect against physical damage as well as contamination by dirt or moisture. Contact 3M Commercial Graphics Technical Service at 1(800)328-3908 if you have any questions.

Color Proof:

A color proof “draw-down” produced on specified material must be presented and approved by the City of Torrance Transit Fleet Services Manager.

The decals will be patterned after the design illustrated below. Please see enclosed Adobe Illustrator Disc attached to this document.

Torrance Transit buses are two toned vehicles (solid white for the body with a green metallic paint scheme on the top front portion of the vehicle). All other designs on the vehicles will be laminated decals.

Unit roof numbers need to also be installed.

Colors:
• Bronze stripe Pantone #987239 – Dark in front and fades to a lighter tone towards the rear of the bus. Must be perforated over the windows.

• Blue stripe Pantone #0031D – Wraps around front of bus and runs along the belt line of both sides. Ends at midpoint of bus where bronze stripe intercepts.

• Largest decal begins in metallic tone Green Pantone #00573D that matches the roof of bus.

Color fades and turns to blue as it moves towards rear of bus. Blue matches the blue stripe.

• Torrance Transit Logo is on all four slides of the bus • 3M Scotchlite Solid white reflective “Powered by Clean Air Technology” • City Logo in Bronze Pantone #987239
Design Illustration:

The following images reflect our 40 foot Transit buses.

25 26

27 RFP No. B2025-18 Furnish and Install Bus Decals

SECTION III PROPOSAL SUBMITTAL
FAILURE TO COMPLETE ALL ITEMS IN THIS SECTION MAY INVALIDATE PROPOSAL.

In accordance with your "Request for Proposals (RFP)", the following proposal is submitted to the City of Torrance.

RFP Submitted By:

________________________________________________________________________________ Name of Company

________________________________________________________________________________ Street Address City Zip Code

________________________________________ _____________________________________ Telephone Number Fax Number

________________________________________ _____________________________________ Printed Name/Title E- Mail Address

________________________________________ ___________________________________ Signature Date

Form of Business Organization: Please indicate the following (check one).

Corporation Partnership Sole Proprietorship Other: ___________________________

Do you have a Parent Company? No Yes,
_______________________________________
(Name of Parent Company)
Do you have any Subsidiaries? No Yes,
_______________________________________
(Name of Subsidiary Company)
Business History:

Years in business under your current name and form of business organization? ________ Years If less than three (3) years and your company was in business under a different name, what was that name?
________________________________________________________________________________

________________________________________________________________________________

Contact for Additional Information:

Please provide the name of the individual at your company to contact for any additional information:

Vendor Name: ____________________________________________________________

Payment Terms: The City of Torrance Payment terms are Net 30. The City does not make pre- payments or pay upon receipt.

Do you offer any discounted invoice terms? _____________________________

Project Start and Completion:

The City requires the project to start as soon as possible from the award of a contract and the project completed as soon as possible. Specific periods that are mutually agreed upon will be established after award of a contract.

Project Manager:

Please provide the name of the individual at your company who will serve as Project Manager for this contract.

_________________________________________ __________________________________ Name Title
_______________________ __________________ ____________________________________ Telephone Number Fax Number Email Address

Contract Representative:

Please provide the name of the individual at your company who will be responsible for administering this contract.

____________________________________________ _________________________________ Name Title
_______________________ __________________ _________________________________ Telephone Number Fax Number Email Address

29 Vendor Name: ____________________________________________________________

Sub-contractors:

If awarded, will you be using sub-contractors to carry out the scope of work required in this RFP?

Yes, we will be using sub-contractors and have listed their contact information below.

No, we will not be using any sub-contractors for this project.

_______________________ __________________ ______________________________ Company Name Contact Name Title

_______________________ __________________ ________________________________ Telephone Number Fax Number Email Address

Please explain the working relationship between your company and the sub-contractor.

_________________________________________________________________________________

30 Proposal Submittal (continued):

Vendor Name: ____________________________________________________________

Background and Recent Experience with Similar Projects:

In the space below, please provide a narrative explaining your background and recent experience with similar projects as the scope of work identified in this RFP. (Please attach additional sheet if needed.)

31 Proposal Submittal (continued):

Vendor Name: ____________________________________________________________

Work Plan for Each Required Task:

In the space below, please describe in detail the methodology you will be utilizing to conduct for each task. (Please attach additional sheets if needed.)

32 Proposal Submittal (continued):

Vendor Name: ____________________________________________________________

References:

Please supply the names of companies/agencies for which you recently supplied comparable goods/services as requested in this RFP. A minimum of three (3) references is required; additional references are optional. References from public agencies are preferred. Do not include the City of Torrance as a reference for this RFP.

1 Name of Company/Agency:

Street Address:

City:

State, Zip Code:

What Product/Service did you
provide to this Company/Agency?

Name of Person to Contact:

Phone Number of Contact:

Email Address of Contact:

2 Name of Company/Agency:

Street Address:

City, State Zip Code:

What Product/Service did you
provide to this Company/Agency?

Name of Person to Contact:

Phone Number of Contact:

Email Address of Contact:

3 Name of Company/Agency:

Street Address:

City, State Zip Code:

What Product/Service did you
provide to this Company/Agency?

Name of Person to Contact:

Phone Number of Contact:

Email Address of Contact:

33 Proposal Submittal (continued):

Vendor Name: ____________________________________________________________

RFP Submittal Requirement and Acknowledgement
Vendors are required to answer each of the questions listed below. You must indicate below that you have provided this information in your proposal submittal. You must attach additional sheets to your RFP submittal describing in detail the service you are proposing.

Did you include proof of SCAQMD Compliance?

Yes No

Please indicate if your organization has installed vinyl graphics.

Please indicate if you comply with the Federal Transit Administration (FTA) Requirements included in this RFP.

Yes, we are in
compliance and have
filled at the forms
attached to this RFP

No, we are not in
compliance

34 Proposal Submittal (continued):

Vendor Name: ____________________________________________________________

Price Proposal Cost Breakdown To Provide the Services Required in this RFP Description No. of Hours Labor Cost/hr ($) Cost

$ $
$ $
$ $
$ $
Total Price Proposal $

35 ATTACHMENT 1

STATE OF CALIFORNIA
PROPOSER’S AFFIDAVIT

COUNTY OF LOS ANGELES

____________________________ being first duly sworn deposes and says:

1. That he/she is the ___________________________ of _____________________________ (Title of Office) (Name of Company)

Hereinafter called “proposer”, who has submitted to the City of Torrance a proposal for

__________________________________________________________________________ (Title of RFP)

2. That the proposal is genuine; that all statements of fact in the proposal are true;

3. That the proposal was not made in the interest or behalf of any person, partnership, company, association, organization or corporation not named or disclosed;

4. That the Proposer did not, directly or indirectly, induce solicit or agree with anyone else to submit a false or sham proposal, to refrain from proposing, or to withdraw his proposal, to raise or fix the proposal price of the Proposer or of anyone else, or to raise or fix any overhead, profit or cost element of the Proposer’s price or the price of anyone else; and did not attempt to induce action prejudicial to the interest of the City of Torrance, or of any other Proposer, or anyone else interested in the proposed contract;

5. That the Proposer has not in any other manner sought by collusion to secure for itself an advantage over the other Proposer or to induce action prejudicial to the interests of the City of Torrance, or of any other Proposer or of anyone else interested in the proposed contract;

6. That the Proposer has not accepted any proposal from any subcontractor or materialman through any proposal depository, the bylaws, rules or regulations of which prohibit or prevent the Proposer from considering any proposal from any subcontractor or material man, which is not processed through that proposal depository, or which prevent any subcontractor or materialman from proposing to any contractor who does not use the facilities of or accept proposals from or through such proposal depository;

7. That the Proposer did not, directly or indirectly, submit the Proposer’s proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, proposal depository, or to any member or agent thereof, or to any individual or group of individuals, except to the City of Torrance, or to any person or persons who have a partnership or other financial interest with said Proposer in its business.

8. That the Proposer has not been debarred from participation in any State or Federal works project.

Dated this ____ day of ________________, 20_____.

_____________________________________
(Proposer Signature)

_____________________________________
(Title)

36 1

APPENDIX D

PROVISIONS, CERTIFICATIONS, REPORTS, FORMS, AND OTHER -- MATRICES A. THIRD PARTY CONTRACT PROVISIONS
(excluding micro-purchases, except Davis-Bacon requirements apply to contracts exceeding $2,000)

PROVISION COMMENTS

MASTER AGREEMENT

REFERENCE
(based on FA MA(30) 11-2-2022)
All FTA Assisted Third Party Contracts and Subcontracts No Federal Government Obligations
to Third Parties (Use of Disclaimer) § 3(l)
False or Fraudulent Statements or
Claims – Civil and Criminal Fraud § 4.e
Access to Third Party Contract
Records § 16.s
Changes to Federal Requirements § 3.j.(1)
Equal Employment Opportunity
(except special DOL construction
clause) )
§ 12
Disadvantaged Business Enterprises
(DBEs)
Contract awarded on the basis of a
bid/proposal offering to use DBEs. § 12.e
Incorporation of FTA Terms Per FTA C 4220.1F. § 16.d
Prompt Payment 49 CFR 26.29
Prohibition on Certain
Telecommunications Equipment 2 CFR 200.216
FAR 52.204-24
Awards Exceeding $10,000
Terminations § 11 and § 16.d.(2)
Debarment and Suspension Awards exceeding $25,000 § 4.h Notice to FTA and U.S. DOT
Inspector General of waste, fraud,
abuse…
Awards exceeding $25,000 § 39(b)
Lobbying Awards exceeding $100,000 § 4.c and § 16.d(8)
Awards Exceeding the Simplified Acquisition Threshold ($250,000) Resolution of Disputes, Breaches, or
Other Litigation § 39
Awards Exceeding $150,000 by Statute
Clean Air 42 U.S.C. 7401-7671q. § 16.d.(7)
Clean Water 33 U.S.C 1251-1387 § 16.d.(7)
Buy America
When tangible property or construction
will be acquired. The threshold for
applicability is no longer tied to the
simplified acquisition threshold. It is
statutorily fixed in 49 U.S.C.
§5323(j)(13).
§ 15.a and b
Note: The Special EEO Clause for Construction is now shown on next page under “Construction Activities” for all contracts.
37 2
PROVISIONS, CERTIFICATIONS, REPORTS, FORMS, AND OTHER — MATRICES

– THIRD PARTY CONTRACT PROVISIONS (Continued)
(excluding micro-purchases, except Davis-Bacon requirements apply to contracts exceeding $2,000)

PROVISION COMMENTS

MASTER AGREEMENT

REFERENCE
(based on FA MA(30) 11-2-2022)
Transport of Property or Persons
Cargo Preference When acquiring property suitable for
shipment by ocean vessel. § 15.c
Fly America
When property or persons are transported
by air between U.S. and foreign
destinations, or between foreign locations.
§ 15.d
Construction Activities
Construction Employee Protections
– Davis-Bacon Act For contracts exceeding $2,000. § 16.d.(4) Construction Employee Protections
– Contract Work Hours &
Safety Standards Act
For contracts exceeding $100,000.

OMB Office of Federal Financial
Management has not adopted the FAR
clause 2.101 $150,000 simplified
acquisition threshold standard.
§ 16.d.(5)
Construction Employee Protections
– Sec. 1 Copeland Anti-
Kickback Act
– Sec. 2 Copeland Anti-Kickback Act
All contracts
All construction contracts exceeding
$2,000.
§ 16.d.(4)
Special EEO Provision for Construction All construction contracts § 16.d.(3) Bonding for Construction Activities
Exceeding $250,000
5% bid guarantee bond.
100% performance and payment bond.

§ 16.n
Seismic Safety Construction contracts for new buildings or for existing buildings. § 23.b
Veterans Preference All construction contracts 16.u
Non-construction Activities
Nonconstruction Employee Protection
– Contract Work Hours &
Safety Standards Act
For all turnkey, rolling stock , and
operational contracts (except transportation
services contracts and open market
contracts) exceeding $100,000.

OMB Office of Federal Financial
Management has not adopted the FAR
clause 2.101 $150,000 simplified
acquisition threshold standard.
§ 24.b
Transit Operations
Transit Employee Protective
Arrangements § 24.d
Charter Bus Operations § 28
School Bus Operations § 29
Drug Use and Testing Safety sensitive functions. § 35.b Alcohol Misuse and Testing Safety sensitive functions. § 35.b 38 3
PROVISIONS, CERTIFICATIONS, REPORTS, FORMS, AND OTHER—MATRICES

A. THIRD PARTY CONTRACT PROVISIONS (Continued)
(excluding micro-purchases, except Davis-Bacon requirements apply to contracts exceeding $2,000)

PROVISION COMMENTS

MASTER AGREEMENT

REFERENCE
(based on FA MA(30) 11-2-2022)
Planning, Research, Development, and Demonstration Projects Patent Rights § 17
Rights in Data and Copyrights § 18
Special Notification Requirements for States
Special Notification Requirement
for States
. § 37
Miscellaneous Special Requirements
Energy Conservation All Contracts § 26
Recycled Products
Contracts when procuring
$10,000 or more per year of items
designated by EPA.
§ 16.d.(10)
Prohibition on Certain
Telecommunications Equipment All Contracts 2 CFR 200 Appendix II 2 CFR 200.216
Conformance with National ITS
Architecture
Contracts and solicitations for ITS
projects.
§ 16.l
ADA Access Contracts for rolling stock or
facilities construction/renovation. § 12.h
Assignability Clause Procurements through
assignments (“piggybacking”). § 16.a, which incorporates FTA circular 4220.1

39 4
PROVISIONS, CERTIFICATIONS, REPORTS, FORMS, AND OTHER—MATRICES

B. APPLICABILITY OF THIRD PARTY CONTRACT PROVISIONS
(excluding micro-purchases, except Davis-Bacon requirements apply to contracts exceeding $2,000)

TYPE OF PROCUREMENT

PROVISION Professional
Services/A&E
Operations/
Management
Rolling
Stock
Purchase
Construction Materials &
Supplies
No Federal Government
Obligations to Third Parties
(by Use of a Disclaimer)

All

All
False Statements or Claims Civil
and Criminal Fraud

All

All
Access to Third Party Contract
Records
All All All All All
Changes to Federal Requirements All All All All All
Termination >$10,000 >$10,000 >$10,000 >$10,000 >$10,000 Equal Employment Opportunity
except Special DOL EEO clause
for construction projects)
All All All All All
Special DOL EEO clause for
construction projects
>$10,000
Disadvantaged Business
Enterprises (DBEs)
All All All All All
Incorporation of FTA Terms All All All All All
Debarment and Suspension >$25,000 >$25,000 >$25,000 >$25,000 >$25,000 Buy America >$150,000

>$150,000 >$150,000

Resolution of Disputes, Breaches,
or Other Litigation
>$250,000 >$250,000 >$250,000 >$250,000 >$250,000
Lobbying >$100,000 >$100,000 >$100,000 >$100,000 >$100,000 Clean Air >$150,000 >$150,000 >$150,000 >$150,000 >$150,000 Clean Water >$150,000 >$150,000 >$150,000 >$150,000 >$150,000 Cargo Preference Transport by
ocean vessel.

Transport by
ocean vessel.

Fly America Foreign air
transp. /travel.

Foreign air
transp.
/travel.

Notice to FTA and U.S. DOT
Inspector General of Information
Related to Fraud, Waste, etc.
$25,000 or
More. Prime
and Subs
$25,000 or
More. Prime
and Subs
$25,000 or
More. Prime
and Subs
$25,000 or
More. Prime
and Subs
$25,000 or
More. Prime
and Subs
Prompt Payment All All All All All

40 5
PROVISIONS, CERTIFICATIONS, REPORTS, FORMS, AND OTHER—MATRICES

B. APPLICABILITY OF THIRD PARTY CONTRACT PROVISIONS (Continued) (excluding micro-purchases, except Davis-Bacon requirements apply to construction contracts exceeding $2,000)

TYPE OF PROCUREMENT

PROVISION Professional
Services/A&E
Operations/
Management
Rolling
Stock
Purchase
Construction Materials &
Supplies
Davis-Bacon Act >$2,000 (also
ferries).

Veterans Preference >$150,000
Contract Work Hours and Safety
Standards Act
>$250,000
(transportation
services
excepted).
>$250,000 >$250,000
(also ferries).

Copeland Anti-Kickback Act
Section 1
Section 2

All
> $2,000 (also
ferries).

Bonding >$250,000
Seismic Safety A&E for new
buildings &
additions.

New
buildings &
additions.

Transit Employee Protective
Arrangements
Transit
operations.

Charter Service Operations All
School Bus Operations All
Drug Use and Testing Transit
operations.

Alcohol Misuse and Testing Transit
operations.

Patent Rights R & D
Rights in Data and Copyrights R & D
Energy Conservation All All All All All
Recycled Products EPA-selected
items $10,000
or more
annually.

EPA-selected
items $10,000
or more
annually.

Seat Belt Use All All All All All
Distracted Driving All All All All All
Conformance with ITS National
Architecture
ITS projects. ITS projects. ITS projects. ITS projects. ITS projects.

ADA Access A&E All All All All
Notification of Federal
Participation for States
Limited to
States.

Limited to
States.

Prohibition on Certain
Telecommunications Equipment
All

All All All All
41 6
PROVISIONS, CERTIFICATIONS, REPORTS, FORMS, AND OTHER—MATRICES

C. CERTIFICATIONS, REPORTS, AND FORMS

CERTIFICATIONS, REPORTS,

AND FORMS COMMENTS REGULATORY

REFERENCE
Bus Testing Certification
All procurements of new model transit
buses and vans and existing models being
modified with major changes.
49 CFR Part 665
TVM Certifications All rolling stock procurements. 49 CFR Part 26 Buy America Certification
Procurements of steel, iron, manufactured
products and construction materials
exceeding $150,000.
49 CFR Part 661
Preaward Review FTA Annual Certification for any rolling stock procurement. 49 CFR Part 663
Preaward Buy America
Certification
Rolling stock procurements exceeding
$150,000. 49 CFR Part 663
Preaward Purchaser’s Requirement All rolling stock procurements. 49 CFR Part 663 Post Delivery Review FTA Annual Certification for any rolling stock procurement. 49 CFR Part 663
Post Delivery Buy America
Certification
Rolling stock procurements exceeding
$150,000.
49 CFR Part 663
Post Delivery Purchaser’s
Requirement
All rolling stock procurements to the extent
required by Federal law and regulations. 49 CFR Part 663 On-Site Inspector’s Report
Rolling Stock except for procurements of:
-10 or fewer vehicles;
- 20 or fewer vehicles serving rural (other
than urbanized) areas or urbanized areas or
200,000 people or fewer;
- any amount of primary manufactured
standard production and unmodified vans
that after visual inspection and road testing
meet the contract specifications.
49 CFR Part 663
Federal Motor Vehicle Safety
Standards - Preaward and Post
Delivery Reviews

Motor vehicle procurements (49 CFR 571). 49 CFR Part 663 Lobbying Procurements exceeding $100,000.
49 CFR Part 20
OMB Office of Federal
Financial Management has
not adopted FAR 2.101
$150,000 simplified
acquisition threshold
standard.

Standard Form LLL and Quarterly
Updates (when required)
Procurements exceeding $100,000 where
contractor engages in lobbying activities.
49 CFR Part 20
OMB Office of Federal
Financial Management has
not adopted FAR 2.101
$150,000 simplified
acquisition threshold
standard.
42 7
PROVISIONS, CERTIFICATIONS, REPORTS, FORMS, AND OTHER—MATRICES

D. OTHER MATTERS

OTHER MATTERS COMMENTS STATUTORY OR REGULATORY

REFERENCES
Contract Administration System 2 CFR § 200.318(b)
Record of Procurement History 2 CFR § 200.318(i)
Protest Procedures
2 CFR § 200.318(k)
Selection Procedures 2 CFR § 200.320 b.

Cost/Price Analysis 2 CFR § 200.324
Justification for Noncompetitive
Awards
If Applicable.
2 CFR § 200.320 c.

No Excessive Bonding
Requirements

2 CFR § 200.319(b) (2)
No Exclusionary Specifications 2 CFR § 200.319(d) (1) No Geographic Preferences Except for A&E Services 42 CFR § 200.319 c.

43 Rev. 02/2023 FTA Master Agreement dated November 2, 2022

FEDERAL TRANSIT ADMINISTRATION (FTA) CLAUSES

(Revised 02/2023)

Contractor shall comply with the following FTA requirements. For purposes of these clauses, the AGENCY is the FTA recipient or subrecipient that is entering the Contract with Contractor.

1. NO FEDERAL 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 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 Contract. Contractor shall include the above clause in each subcontract financed in whol e 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. NOTIFICATION TO FTA. [These requirements apply to all contracts and subcontracts in excess of $25,000.]

If a current or prospective legal matter that may affect the Federal Government emerges, Contractor must promptly notify the AGENCY, which must then promptly notify the FTA Chief Counsel and FTA Regional Counsel for Region 9. Contractor must include an equivalent provision in its subagreements at every tier for any agreement that is a “covered transaction” according to 2 C.F.R. §§ 180.220 and 1200.220.

A. Types of Legal Matter s Requiring Notification. The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason.

B. Matters Affecting the Federal Government. Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s interests in the Award, the Contract, and any Amendments thereto, or the Federal Government’s administration or enforcement of federal laws, regulations, and requirements.

C. Additional Notice to U.S. DOT Inspector General. Contractor must promptly notify the AGENCY, which must then promptly notify the U.S. DOT Inspector General in addition to the FTA Chief Counsel or Regional Counsel for Region 9 if Contractor has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. This responsibility occurs whether the Project is subject to this Contract or another agreement between the AGENCY and FTA, or an agreement involving a principal, officer, employee, agent, or Third-Party Participant of the AGENCY. It also applies to subcontractors at any tier.

Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a 44 Rev. 02/2023 FTA Master Agreement dated November 2, 2022 criminal or civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of Contractor. In this paragraph, “promptly” means to refer information without delay and without chan ge. This notification provision also applies to all divisions of the AGENCY, including divisions tasked with law enforcement or investigatory functions.

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

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

B. 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 Contractor, to the extent the Federal Government deems appropriate.

C. Contractor shall 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.

4. ACCESS TO RECORDS, REPORTS, & SITES.

A. Record Retention. Contractor shall 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, sub - agreements, leases, subcontracts, arrangements, other third-party agreements of any type, and supporting materials related to those records.

B. Retention Period. Contractor shall comply with the record retention requirements in accordance with 2 CFR § 200.333. Contractor shall maintain all books, re cords, accounts and reports required under this Contract for a period of at not less than three years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.

C. Access to Records. Contractor shall provide sufficient access to the U.S. Secretary of Transportation, the Comptroller General of the United States, FTA, the Agency, and their duly authorized representatives to inspect and audit records and information 45 Rev. 02/2023 FTA Master Agreement dated November 2, 2022 related to performance of this contract as reasonably may be required.

D. Access to the Sites of Performance. Contractor shall permit FTA, the Agency, and their duly authorized representatives access to the sites of performance under this Contract as reasonably may be required.

5. FEDERAL CHANGES. Contractor shall at all times comply with all applicable federal laws, regulations, requirements, policies, procedures, guidance, 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.

6. CIVIL RIGHTS. The AGENCY must comply with applicable federal civil rights laws, regulations, and requirements, and follow ap plicable federal guidance, except as the Federal Government determines otherwise in writing. Therefore, unless an AGENCY or federal program, including any Indian Tribe or Tribal Transit Program, is specifically exempted from a civil rights statute, FTA requires compliance with each civil rights statute, including compliance with equity in service requirements.

A. Nondiscrimination in Federal Public Transportation Programs.

1. Contractor must prohibit: (a) discrimination based on race, color, religion, national origin, sex (including sexual orientation and gender identity), disability, or age; (b) exclusion from participation in employment or a business opportunity for reasons identified in 49 U.S.C. § 5332 ; (c) denial of program benefits in employment or a business opportunity identified in 49 U.S.C. § 5332; and (d) discrimination identified in 49 U.S.C. § 5332, including discrimination in employment or a business opportunity identified in 49 U.S.C. § 5332.

2. Contractor must follow the most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance. However, FTA does not require an Indian Tribe to comply with FTA program specific guidelines for Title VI when administering its agreement supported with federal assistance under the Tribal Transit Program.

B. Nondiscrimination – Title VI of the Civil Rights Act. Contractor must:

1. Contractor must prohibit discrimination based on race, color, or national origin,

2. Contractor must comply with: (a) Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, et seq.; (b) U.S. DOT regulations, “Nondiscrimination in Federally -Assisted Programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act of 1964,” 49 CFR Part 21; and (c) Federal transit law, specifically 49 U.S.C. § 5332; and

3. Contractor must follow: (a) the most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance; (b) U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,” 28 C.F.R. § 50.3; and (c) all other applicable federal guidance that may be issued.

C. Equal Employment Opportunity.

1. Federal Requirements and Guidance. Contractor must prohibit discrimination based on race, color, religion, sex, sexual orientation, gender identity, or national origin. Contractor must also comply with: (a) Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et seq.; (b) Title I of the Americans with 46 Rev. 02/2023 FTA Master Agreement dated November 2, 2022 Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101, et seq.; (c) Executive Order No. 11246, “Equal Employment Opportunity” September 24, 1965 (42 U.S.C. § 2000e note), as amended by any later Executive Order that amends or supersedes it in part and is applicable to federal assistance programs; (d) federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement; and (e) FTA Circular 4704.1 “Equal Employment Opportunity (EEO) Requirements and Guidelines for Federal Transit Adminis tration Recipients.” Further, Contractor must follow other federal guidance pertaining to EEO laws, regulations, and requirements.

2. Affirmative Action. If required to do so by U.S. DOT regulations (49 CFR Part 21) or U.S. Department of Labor regulations (41 C.F.R. chapter 60), Contractor must take affirmative action that includes, but is not limited to: (a) recruitment advertising, recruitment, and employment; (b) rates of pay and other forms of compensation; (c) selection for training, including apprenticeship, and upgrading; and (d) transfers, demotions, layoffs, and terminations.

3. Indian Tribe. Contractor recognizes that Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of “Employer.”

4. Equal Employment Opportun ity for Construction Activities. When undertaking “construction” as recognized by the U.S. Department of Labor (U.S. DOL), Contractor must comply with: (a) U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. chapter 60; and (b) Executive Order No. 11246, “Equal Employment Opportunity in Federal Employment,” September 24, 1965, 42 U.S.C. § 2000e note (30 Fed. Reg. 12319, 12935), as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note.

7. 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 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 A GENCY to be in violation of the FTA terms and conditions. Contractor shall include this clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA.

8. FREE SPEECH & RELIGIOUS LIBERTY. All Federal funding must be expe nded 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.

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

10. DEBARMENT, SUSPENSION, INELIGIBILITY, & VOLUNTARY EXCLUSION. [This requirement does not apply to contracts and subcontracts under $25,000.] 47 Rev. 02/2023 FTA Master Agreement dated November 2, 2022

A. Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Non - procurement Suspension and Debarment,” 2 CFR part 1200, which adopts and supplements the U.S. Off ice 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 f ederally 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.

B. Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally-funded contract (which includes review of SAM at sam.gov, if necessary to comply with U.S. DOT regulations, 2 CFR Part 1200) and are not presently declared by a ny Federal department or AGENCY to be: (1) debarred from participation in any federally-assisted Award; (2) suspended from participation in any federally-assisted Award; (3) proposed for debarment from participation in any federally-assisted Award; (4) declared ineligible to participate in any federally-assisted Award; (5) voluntarily excluded from participation in any federally -assisted Award; or (6) disqualified from participation in any federally-assisted Award.

C. 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 determin ed by the AGENCY that 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. Contractor shal l comply with the requirements of 2 CFR part 180, subpart C, as supplemented by 2 CFR part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions.

11. TERMINATION. The AGENCY must include provisions in their contracts and subcontracts that allows for termination for cause and for convenience by the AGENCY, including the manner by which it will be e ffected 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.

12. VIOLATION & 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:

A. 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 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 48 Rev. 02/2023 FTA Master Agreement dated November 2, 2022 decision.

B. Performance During Disputes. Notwithstanding the existence of any dispute between the parties, insofar as is possible, under the terms of the Contract, Contractor shall 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.

C. 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.

13. LOBBYING RESTRICTIONS. [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 other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non -Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352.

Such disclosures are forwarded from tier to tier up to the AGENCY.

14. CARGO PREFERENCE (USE OF U.S.-FLAG VESSELS). [These requirements apply to all contracts involving equipment, material, or commodities that may be transported by ocean vessels.]

A. Contractor shall use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the Contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; B. Contractor shall furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of 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 Contractor in the case of a subcontractor's bill-of-lading); and C. Contractor shall include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel.

15. FLY AMERICA. [These requirements apply to contracts and subcontracts involving the 49 Rev. 02/2023 FTA Master Agreement dated November 2, 2022 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.]

A. As used in this clause: (1) “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; (2) “United States” means the 50 States, the District of Columbia, and outlying areas; and (3) “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 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 th e 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, 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. If Contractor selects a carrier other than a U.S. -flag air carrier for international air transportation, then Contractor shall include a statement on vouchers in volving 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. 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.

16. EMPLOYEE PROTECTIONS.

A. Prevailing Wage & Anti -Kickback. [These requirements apply to all prime construction, alteration, or repair contracts in excess of $2,000.]

1. For all prime construction, alteration or repair contracts in excess of $2,000 awarded by FTA, Contractor shall comply with the Davis -Bacon Act and the Copeland “Anti -Kickback” Act. Under 49 U.S.C. § 5333(a), prevailing wage protections apply to laborers a nd mechanics employed on FTA assisted construction, alteration, or repair projects. 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 50 Rev. 02/2023 FTA Master Agreement dated November 2, 2022 statute, 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.

2. In addition, Contractor shall pay wages not less than once a week. 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.” 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.

B. Contract Work Hours/Safety Standards for Awards Involving Construction. [These requirements apply to all contracts involving construction in excess of $100,000 that involve the employment of mechanics or laborers.]

1. For all contracts in excess of $100,000 that involve the employment of mechanics or laborers, 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, 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 contr acts for transportation or transmission of intelligence.

2. In the event of any violation of the clause set forth herein, Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, Contractor and subcontractor sh all 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.

3. 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 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.

4. 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 51 Rev. 02/2023 FTA Master Agreement dated November 2, 2022 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 Contract.

C. Contract Work Hours/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.]

1. 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 Construction (also Labor Standards Provisions Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 CFR part 5.

2. Contractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all labo rers 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.

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

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

17. SEISMIC SAFETY. [These requirements apply only to contrac ts for the construction of new buildings or additions to existing buildings.]

Contractor shall design and construct any new building or addition to an existing building in accordance with the standards for Seismic Safety required in Department of Transportation (DOT) Seismic Safety Regulations (49 CFR part 41) and will certify its compliance to the extent required by the regulation. Contractor shall ensure that all work performed under this Contract, including work performed by a subcontractor, is in compliance with the standards required by the Seismic Safety regulations and the certification of compliance issued on the project.

18. VETERANS EMPLOYMENT. [These requirements apply only to capital projects. See 49 U.S.C. § 5302(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.

52 Rev. 02/2023 FTA Master Agreement dated November 2, 2022

19. 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 AGENCY if FTA has determined that the Federal interest is adequately protected. If such a determination has not been made, the following minimum requirements apply:

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

C. A payment bond on the part of Contractor for 100 percent of the contr act 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.

20. 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.]

Contractor shall 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 4 9 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 appropria te, and, in those instances, any special arrangements required by FTA will be incorporated herein as required.

D. Flow Down. Contractor shall include the substance of this clause in each subcontract that may involve operating public transit services.

21. CHARTER SERVICE. [These requirements apply to contracts for operating public transportation service.]

53 Rev. 02/2023 FTA Master Agreement dated November 2, 2022 A. Contractor shall comply w ith 49 U.S.C. 5323(d), (g), and (r), and 49 CFR part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally -funded equipment or facilities if there is at least one private chart er operator willing and able to provide the service, except as permitted under: (1) federal transit laws, specifically 49 U.S.C. § 5323(d); (2) FTA regulations, “Charter Service,” 49 CFR part 604; (3) any other federal Charter Service regulations; or (4) Federal guidance, except as FTA determines otherwise in writing.

B. If Contractor engages in a pattern of violations of FTA’s Charter Service regulations, then FTA may require corrective measures or impose remedies on it. These corrective measures and remedie s may include: (1) barring it or any subcontractor operating public transportation under its Award that has provided prohibited charter service from receiving federal assistance from FTA; (2) withholding an amount of federal assistance as provided by Appendix D to part 604 of FTA’s Charter Service regulations; or (3) any other appropriate remedy that may apply.

C. Contractor should also include the substance of this clause in each subcontract th at may involve operating public transit services.

22. SCHOOL BUS OPERATIONS. [These requirements apply to contracts for operating public transportation service.]

Contractor shall comply with 49 U.S.C. 5323(f) and (g), and 49 CFR part 605, and not engage in s chool bus operations using federally -funded equipment or facilities in competition with private operators of school buses, except as permitted under: (A) federal transit laws, specifically 49 U.S.C. § 5323(f); (B) FTA regulations, “School Bus Operations,” 49 CFR part 605; (C) any other Federal School Bus regulations; or (D) federal guidance, except as FTA determines otherwise in writing. If Contractor violates these school bus requirements, then FTA may bar Contractor from receiving Federal assistance for public transportation or require Contractor to take such remedial meas ures as FTA considers appropriate. When operating exclusive school bus service under an allowable exemption, Contractor may not use federally -funded equipment, vehicles, or facilities.

Contractor should include the substance of this clause in each subcontr act or purchase under this Contract that may operate public transportation services.

23. MOTOR CARRIER SAFETY. [These requirements apply to contracts for operating bus operation service.]

A. Financial Responsibility. Contractor shall comply with the economic and insurance registration requirements of: (1) U.S. Federal Motor Carrier Safety Administration (U.S.

FMCSA) regulations, “Minimum Levels of Financial Responsibility for Motor Carriers,” 49 C.F.R. part 387, if Co ntractor is: (a) engaged in operations requiring compliance with 49 C.F.R. part 387, (b) engaged in interstate commerce, and (c) not within a defined commercial zone; and (2) provisions of 49 U.S.C. § 31138(e)(4), which supersede inconsistent provisions of 49 C.F.R. part 387, and reduce the amount of insurance the Recipient must obtain to the highest amount required by any state in which the public transportation provider operates, if it operates within a public transportation service area located in more t han one state, and receives federal assistance under 49 U.S.C. §§ 5307, 5310, and 5311.

B. U.S. FMCSA Requirements. Contractor shall comply with: (1) safety requirements of U.S. Federal Motor Carrier Safety Administration (U.S. FMCSA) regulations, “Federal Motor Carrier Safety Regulations,” 49 C.F.R. parts 390 – 397, to the extent applicable; and (2) driver’s license requirements of U.S. FMCSA regulations, “Commercial 54 Rev. 02/2023 FTA Master Agreement dated November 2, 2022 Driver’s License Standards, Requirements, and Penalties,” 49 C.F.R. part 383, and “State Compliance with Commercial Driver's License,” 49 C.F.R. part 384, to the extent applicable, with the substance abuse requirements and guidance of U.S. FMCSA’s regulations, “Drug and Alcohol Use and Testing Requirements,” 49 C.F.R. part 382, and implementing federal guidance, to the extent applicable.

24. SAFE OPERATIONS OF MOTOR VEHICLES.

A. Seat Belt Use. Contractor is encouraged to adopt and promote on -the-job seat belt use policies a nd 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 Contractor or AGENCY.

B. Distracted Driving. Contractor shall 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 t he 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 Contract.

C. 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.

25. 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).]

A. Definitions. As used in this clause: (1) "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 ( note: "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); and (2) “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 (note: “text messaging” 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).

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

Contractor is encouraged to adopt and enforce policies that ban text messaging while driving company-owned/rented vehicles, Government-owned vehicles, and privately- owned vehicles when on official Government business or when performing any work for or on behalf of the Government. Contractor is also encouraged to 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. 55 Rev. 02/2023 FTA Master Agreement dated November 2, 2022 C. 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.

26. SUBSTANCE ABUSE (DRUG & ALCOHOL TESTING) . [These requirements apply to contracts with contractors who perform safety -sensitive functions, as defined in 49 CFR Part 655.4, “Definitions.”]

A. 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.

B. 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.

Further, Contractor shall 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, 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.

C. Contractor shall require the inclusion of the language of this clause within subcontracts of all tiers involving the performance of a safety-sensitive function under the Contract.

27. BUY AMERICA. [These requirements apply to contracts over $150,000 if they involve the purchase of iron, steel, manufactured goods, or rolling stock.]

A. Contractor shall comply with 49 U.S.C. 5323(j) and 49 CFR part 661, which provide that federal funds may not be obligated unless 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 with its offer. Offers that are not accompanied by a completed Buy America certification will be rejected as nonresponsive.

B. Construction materials used in FTA -funded projects are subject to the domestic preference requirement of the Build America, Buy America Act, Pub. L. 117 -58, div.

G, tit. IX, §§ 70911 – 70927 (2021), as implemented by the U.S. Office of Management and Budget, the U.S. Department of Transportation, and FTA.

28. PROHIBITED TELECOMMUNICATIONS/SURVEILLANCE SERVICES/EQUIPMENT.

The AGENCY is prohibited from obligating or expending loan or grant funds to: procure or obtain, extend or renew a contract to procure or obtain, or enter into a contract (or 56 Rev. 02/2023 FTA Master Agreement dated November 2, 2022 extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Contractor shall not provide covered telecommunications equipment or services in the performance of the Contract. As described in Public Law 115-232, section 889, covered telecommunications equipment is: (A) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); (B) video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes; (C) Telecommunications or video surveillance services provided by such entities or using such equipment; and (D) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

29. AIR POLLUTION & FUEL ECONOMY. [These requirements apply to contracts for the purchase of rolling stock.]

The Contractor agrees to comply with applicable Federal air pollution control and fuel economy regulations, such as: EPA regulations, “Control of Air Pollution from Mobile Sources,” 40 CFR Part 85; EPA regulations, “Control of Air Pollution from New and In-Use Motor Vehicles and New and In-Use Motor Vehicle Engines,” 40 CFR Part 86; and EPA regulations, “Fuel Economy of Motor Vehicles,” 40 CFR Part 600.

30. 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.

31. PRE-AWARD & POST -DELIVERY AUDITS OF ROLLING STOCK PURCHASES. [These requirements apply to contracts for the purchase of rolling stock.]

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

32. BUS TESTING. [These requirements apply to contracts for the purchase/lease of any bus model that is new or has any major change in configuration /components to be acquired/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 57 Rev. 02/2023 FTA Master Agreement dated November 2, 2022 completion of the testing, 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.

33. ENVIRONMENTAL PROTECTIONS. Contractor shall comply with all applicable environmental and resource use laws, regulations, and requirements, and follow applicable guidance, now in effect or that may become effective in the future, including state and local laws, ordinances, regulations, and requirements and follow applicable guidance.

A. National Environmental Policy Act.

1. Contractor shall comply and facilitate compliance with federal laws, regulations, and requirements, including, but not limited to: (a) federal transit laws, such as 49 U.S.C. § 5323(c)(2), and 23 U.S.C. § 139; (b) the National Environmental Policy Act of 1969 (NEPA), as amended, 42 U.S.C. §§ 4321 et seq., as limited by 42 U.S.C. § 5159, and CEQ’s implementing regulations 40 C.F.R. part 1500 – 1508; (c) joint FHWA and FTA regulations, “Environmental Impact and Relat ed Procedures,” 23 C.F.R. part 771 and 49 C.F.R. part 622; (d) Executive Order No. 11514, as amended, “Protection and Enhancement of Environmental Quality,” March 5, 1970, 42 U.S.C. § 4321 note; and (e) other federal environmental protection laws, regulations, and requirements applicable to Contractor.

2. Contractor shall follow federal guidance to the extent that the guidance is consistent with applicable authorizing legislation, which may include: (a) joint FHWA and FTA final guidance, “Interim Guidance on MAP-21 Section 1319, Accelerated Decision making in Environmental Reviews,” January 14, 2013; (b) joint FHWA and FTA final guidance, “SAFETEA -LU Environmental Review Process (Pub. L. 109-59),” 71 Fed. Reg. 66576, November 15, 2006; and (c) other federal environmental guidance applicable to the Contractor.

B. Environmental Justice. Contractor shall promote environmental justice by following:
(1) Executive Order No. 12898, “Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations,” February 11, 1994, 42 U.S.C. § 4321 note, as well as facilitating compliance with that Executive Order; (2) U.S. DOT Order 5610.2, “Department of Transportation Actions To Address Environmental Justice in Minority Populations and Low -Income Populations,” 62 Fed. Reg. 18377, April 15, 1997; and (3) the most recent edition of FTA Circular 4703.1, “Environmental Justice Policy Guidance for Federal Transit Administration Recipients,” August 15, 2012, to the extent consistent with applicable federal laws, regulations, requirements, and guidance.

C. Other Environmental Federal Laws. Contractor shall comply or facilitate compliance with all applicable federal laws, regulations, and requirements, and will follow applicable guidance, including, but not limited to, the Clean Air Act, Clean Water Act, Wild and Scenic Rivers Act of 1968, Coastal Zone Management Act of 1972, the Endangered Species Act of 1973, Magnuson Stevens Fishery Conservation and Management Act, Resource Conservation and Recovery Act, Comp rehensive Environmental Response, Compensation, and Liability Act, Executive Order No. 11990 relating to “Protection of Wetlands,” and Executive Order Nos. 11988 and 13690 relating to “Floodplain Management.”
D. Use of Certain Public Lands. Contractor shall c omply with U.S. DOT laws, specifically 49 U.S.C. § 303 (often referred to as “section 4(f)), and joint FHWA and FTA regulations, “Parks, Recreation Areas, Wildlife and Waterfowl Refuges, and Historic Sites,” 23 C.F.R. part 774, and referenced in 49 C.F.R. part 622. 58 Rev. 02/2023 FTA Master Agreement dated November 2, 2022 E. Historic Preservation. Contractor shall comply with: (1) U.S. DOT laws, including 49 U.S.C. § 303 (often referred to as “section 4(f)”), which requires certain findings be made before an Award may be undertaken if it involves the use of any land from a historic site that is on or eligible for inclusion on the National Register of Historic Places; (2) federal historic and archaeological preservation requirements of section 106 of the National Historic Preservation Act, as amended, 54 U.S.C. § 30610 8; (3) the Archeological and Historic Preservation Act of 1974, as amended, 54 U.S.C. § 312501 et seq.; (4) U.S. Advisory Council on Historic Preservation regulations, “Protection of Historic Properties,” 36 C.F.R. part 800; and (5) other federal requirements and federal guidance to avoid or mitigate adverse effects on historic properties.

F. Indian Sacred Sites. Contractor shall facilitate compliance with federal efforts to promote the preservation of places and objects of religious importance to American Indians, Eskimos, Aleuts, and Native Hawaiians, and facilitate compliance with the American Indian Religious Freedom Act, 42 U.S.C. § 1996, and Executive Order No. 13007, “Indian Sacred Sites,” May 24, 1996, 42 U.S.C. § 3161 note.

34. CLEAN AIR ACT & FEDERAL WAT ER POLLUTION CONTROL ACT. [These requirements do not apply to contracts and subcontracts under $150,000.]

Contractor shall ensure that it: (A) will not use any violating facilities; (B) will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;” (C) will report violations of use of prohibited facilities to FTA; and (D) 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).

35. ENERGY CONSERVATION. Contractor shall comply with mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. §§ 6321 et seq.).

36. RECYCLED PRODUCTS (SOLID WASTES). [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 shall 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. En vironmental Protection Agency (U.S. EPA), “Comprehensive Procurement Guideline for Products Containing Recovered Materials,” 40 CFR part 247. The requirements of Section 6002 include: (A) procuring only items designated in guidelines of the U.S. EPA at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (B) procuring solid waste management services in a manner that maximizes energy and resource recovery; and (C) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

59 Rev. 02/2023 FTA Master Agreement dated November 2, 2022

37. INTELLECTUAL PROPERTY/PATENT RIGHTS & RIGHTS IN DATA. [These requirements apply to contracts for the performance of experimental, developmental, or research work.]

A. 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.

Contractor shall grant the AGENCY intellectual property access and licenses deemed necessary for the work performed under this Contract 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 i ts own internal use, Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may Contractor authorize others to do so, without the written consent of FTA, until such time as FTA may have either released or ap proved 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 Contract, 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.

B. 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”: (1) any subject data developed under the Contract, whether or not a copyright has been obtained; and (2) any rights of copyright purchased by Contractor using federal assistance in whole or in part by the FTA. 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.

C. Unless FTA determines otherwise, 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 a s defined herein and shall be delivered as the Federal Government may direct.

D. Unless prohibited by state law, upon request by the Federal Government, Contractor shall indemnify, save, and hold harmless the Federal Government, its officers, agents, and empl oyees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Contractor shall be required to indemnify the Federal Government 60 Rev. 02/2023 FTA Master Agreement dated November 2, 2022 for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government.

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

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

G. Contractor shall include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance.

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

Contractor shall 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.

39. 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. § 5335(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 when required to the National Transit Database in accordance with FTA regulation 49 CFR Part 630, “National Transit Database,” and applicable FTA instructions: (1) any information relating to a transit asset inventory or condition assessment; (2) any data on assaults on transit workers; (3) any data on fatalities that result from an impact with a bus; and (4) such other information as FTA may require; (E) comply with any other applicable reporting regulations, and requirements; and (F) follow FTA guidance.

40. 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 lab or 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 Contract 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.

41. DBE REQUIREMENTS.
(DBE requirements to be provided by PTD Compliance Section)

61 Rev. 02/2023 FTA Master Agreement dated November 2, 2022

FTA CERTIFICATIONS

EACH CERTIFICATION PROVIDES

INSTRUCTION DESCRIBING WHEN

THE CERTIFICATION IS APPLICABLE

INAPPLICABLE FTA CERTIFICATIONS

MAY BE LEFT BLANK

OFFERS THAT DO NOT INCLUDE

COMPLETED CERTIFICATIONS,

IF APPLICABLE,
WILL BE REJECTED AS NONRESPONSIVE.

62 Rev. 02/2023 FTA Master Agreement dated November 2, 2022

DEBARMENT AND SUSPENSION CERTIFICATION
This certification does not apply to contracts and subcontracts under $25,000. Offers that do not include this completed certification, if applicable, will be rejected as nonresponsive.

Check one box below (and provide explanation if necessary):

□ The Proposer certifies that the Proposer and its principals:

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

2. Have not, within the preceding three years, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction; violation of federal or state antitrust statutes, including those proscribing price fixing between competitors, allocation of customers between competitors, and bid rigging; commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; or commission of any other offense indicating a lack of business integrity or business honesty;

3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any offense described in Paragraph 2 of this certification;

4. Have not, within the preceding three years, had one or more public transactions (federal, state, or local) terminated for cause or default.

- OR –

□ The Proposer is unable to certify to all of the statements in this certification, and attaches its explanation to this certification. (In the explanation, the Proposer must certify to those statements that can be certified and explain why the other statements cannot be certified.)

The Proposer shall require that the language of this certification be included in the contract documents for all subcontractors and material suppliers at all tiers, and that all subcontractors and material suppliers shall certify and disclose accordingly.

The Proposer certifies or affirms the truthfulness and accuracy of the contents of the statements submitted on or with this certification. In addition, the Proposer understands and agrees that the provisions of 31 U.S.C. §§ 3801 et al. are applicable to this certification.

Company: _________________________________________________________________

Name: ____________________________________________________________________

Title: _____________________________________________________________________

Signature: _________________________________________________________________

Date: _____________________________________________________________________ 63 Rev. 02/2023 FTA Master Agreement dated November 2, 2022

BUY AMERICA CERTIFICATION
This certification applies to contracts over $150,000 if they involve the purchase of iron, steel, manufactured goods, or rolling stock. Offers that do not include this completed certification, if applicable, will be rejected as nonresponsive.

If this Offer is valued in excess of $150,000 and involves the procurement of steel, iron, or manufactured products (as defined in 49 CFR §§ 661.3 and 661.5), the Proposer hereby certifies that it:

□ Will comply with the requirements of 49 U.S.C. § 5323(j)(1) and the applicable regulations in 49 CFR part 661;
OR

□ Cannot comply the requirements of 49 U.S.C. § 5323(j) (and 49 CFR part 661) but may qualify for an exception to the requirements pursuant to 49 U.S.C. § 5323(j)(2), as amended, and the applicable regulations in 49 CFR § 661.7.

If this Offer is valued in excess of $150,000 and involves the procurement of buses or other rolling stock (including associated equipment), the Proposer hereby certifies that it:

□ Will comply with the requirements of 49 U.S.C. § 5323(j) and the applicable regulations of 49 CFR § 661.11;
OR

□ Cannot comply with the requirements of 49 § U.S.C. 5323(j) (and 49 CFR § 661.11), but may qualify for an exception to the requirements consistent with 49 U.S.C. § 5323(j)(2)(C), as amended, and the applicable regulations in 49 CFR § 661.7.

Company: _________________________________________________________________

Name: ____________________________________________________________________

Title: _____________________________________________________________________

Signature: _________________________________________________________________

Date: _____________________________________________________________________ 64 Rev. 02/2023 FTA Master Agreement dated November 2, 2022

LOBBYING CERTIFICATION
This certification does not apply to contracts and subcontracts under $100,000. Offers that do not include this completed certification, if applicable, will be rejected as nonresponsive.

The Proposer certifies that:

1. No federal appropriated funds have been paid or will be paid, by or on behalf of the Proposer, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Proposer shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

3. The Proposer shall require that the language of this certification be included in the contract documents for all subcontractors and material suppliers at all tiers, and that all subcontractors and material suppliers shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Company: _________________________________________________________________

Name: ____________________________________________________________________

Title: _____________________________________________________________________

Signature: _________________________________________________________________

Date: _____________________________________________________________________

Per paragraph 2 above, complete and submit Standard Form–LLL, “Disclosure Form to Report Lobbying,” if applicable.

65 Rev. 02/2023 FTA Master Agreement dated November 2, 2022

CERTIFICATE OF COMPLIANCE WITH BUS TESTING REQUIREMENT
This certification applies 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. Offers that do not include this completed certification, if applicable, will be rejected as nonresponsive.

The Proposer certifies that the bus was tested at the Bus Testing Facility and that the bus received a passing test score as required by 49 CFR Part 665. The applicant has received or will receive the appropriate full Bus Testing Report and any applicable partial testing reports before final acceptance of the first vehicle.

The Proposer understands that misrepresenting the testing status of a vehicle acquired with federal financial assistance may subject the undersigned to civil penalties as outlined in the Department of Transportation’s regulation on Program Fraud Civil Remedies, 49 CFR Part 31.

In addition, the Proposer understands that FTA may suspend or debar a manufacturer under the procedures in 49 CFR Part 29.

Company: _________________________________________________________________

Name: ____________________________________________________________________

Title: _____________________________________________________________________

Signature: _________________________________________________________________

Date: _____________________________________________________________________

66 Rev. 02/2023 FTA Master Agreement dated November 2, 2022

TRANSIT VEHICLE MANUFACTURER DISADVANTAGED BUSINESS ENTERPRISE

CERTIFICATION
This certificate applies to contracts for the purchase of rolling stock. Offers that do not include this completed certification, if applicable, will be rejected as nonresponsive.

The Proposer, a Transit Vehicle Manufacturer, hereby certifies that it has complied with the requirements of 49 CFR § 26.49 by submitting an annual DBE goal to the Federal Transit Administration (FTA). The goal has either been approved or is pending approval by FTA.

Company: _________________________________________________________________

Name: ____________________________________________________________________

Title: _____________________________________________________________________

Signature: _________________________________________________________________

Date: _____________________________________________________________________ 67 Rev. 02/2023 FTA Master Agreement dated November 2, 2022

FEDERAL MOTOR VEHICLE SAFETY STANDARDS CERTIFICATION
This certificate applies to contracts for the purchase of rolling stock. Offers that do not include this completed certification, if applicable, will be rejected as nonresponsive.

The Proposer certifies that it shall submit, if awarded the Contract: (1) the manufacturer’s FMVSS self-certification sticker information that the vehicle complies with relevant FMVSS; or (2) the manufacturer’s certified statement that the contracted buses will not be subject to FMVSS regulations.

Company: _________________________________________________________________

Name: ____________________________________________________________________

Title: _____________________________________________________________________

Signature: _________________________________________________________________

Date: _____________________________________________________________________

68 Rev. 02/2023 FTA Master Agreement dated November 2, 2022

TAX LIABILITY CERTIFICATION
This certificate applies to all contracts. Offers that do not include this completed certification will be rejected as nonresponsive.

The Proposer certifies that:

1. It has no unpaid federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability;

2. It has not been convicted of a felony criminal violation under any federal law within the preceding 24 months; and

3. It shall require that the language of this certification be included in the award documents for all subcontractors and material suppliers at all tiers, and that all subcontractors and material suppliers shall certify and disclose accordingly.

Company: _________________________________________________________________

Name: ____________________________________________________________________

Title: _____________________________________________________________________

Signature: _________________________________________________________________

Date: _____________________________________________________________________

69 RFP w/Prevailing Wage Rev 1221
1 CONTRACT SERVICES AGREEMENT

This CONTRACT SERVICES AGREEMENT (“Agreement”) is made and entered into as of Date (the “Effective Date”), by and between the CITY OF TORRANCE, a municipal corporation (“CITY”), and Contractor Name, type of entity (“CONTRACTOR”).

RECITALS:

A. The CITY wishes to retain the services of an experienced and qualified CONTRACTOR to Insert brief description of services.

B. In order to obtain the desired services, the CITY has circulated its Request for Proposals for Insert brief title of RFP, RFP No. Insert RFP No. (the “RFP”).

AGREEMENT:

2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through .

3. COMPENSATION
A. CONTRACTOR’s Fee.

For services rendered pursuant to this Agreement, CONTRACTOR will be paid in accordance with the compensation schedule set forth in the Proposal, provided, however, that in no event will the total amount of money paid the CONTRACTOR, for services initially contemplated by this Agreement, exceed the sum of $insert dollar amount (“Agreement Sum”), if first approved in writing by CITY.

B. Schedule of Payment.

Provided that the CONTRACTOR is not in default under the terms of this Agreement, upon presentation of an invoice, CONTRACTOR will be paid the fees described in Paragraph 3.A. above, according to the 70 RFP w/Prevailing Wage Rev 1221
2 Compensation Schedule. Payment will be due within 30 days after the date of the invoice.

4. TERMINATION OF AGREEMENT
A. Termination by CITY for Convenience.

1. CITY may, at any time, terminate the Agreement for CITY’s convenience and without cause.

2. Upon receipt of written notice from CITY of such termination for CITY’s convenience, CONTRACTOR will:

B. Termination for Cause.

2. In the event this Agreement is terminated for cause by the default of the CONTRACTOR, the CITY may, at the expense of the
CONTRACTOR and its surety, complete this Agreement or cause it to be completed. Any check or bond delivered to the CITY in connection with this Agreement, and the money payable thereon, will be forfeited to and remain the property of the CITY. All moneys due the CONTRACTOR under the terms of this Agreement will be retained by the CITY, but the retention will not release the CONTRACTOR and its surety from liability for the default. Under these circumstances, however, the CONTRACTOR and its surety will be credited with the amount of money retained, toward any 71 RFP w/Prevailing Wage Rev 1221
3 amount by which the cost of completion exceeds the Agreement Sum and any amount authorized for extra services.

C. Termination for Breach of Law.

6. RETENTION OF FUNDS
CONTRACTOR authorizes CITY to deduct from any amount payable to CONTRACTOR (whether or not arising out of this Agreement) any amounts the payment of which may be in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or damages suffered by CITY, and all amounts 72 RFP w/Prevailing Wage Rev 1221
4 for which CITY may be liable to third parties, by reason of CONTRACTOR’s acts or omissions in performing or failing to perform CONTRACTOR’s obligations under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by CONTRACTOR, or any indebtedness exists that appears to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of CONTRACTOR to insure, indemnify, and protect CITY as elsewhere provided in this Agreement.

7. CITY REPRESENTATIVE
City Representative is designated as the “City Representative,” authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement. Whenever approval, directions, or other actions are required by CITY under this Agreement, those actions will be taken by the City Representative, unless otherwise stated. The City Manager has the right to designate another City Representative at any time, by providing notice to CONTRACTOR.

Representative 1
Representative 2

9. INDEPENDENT CONTRACTOR
CONTRACTOR is, and at all times will remain as to CITY, a wholly independent contractor. Neither CITY nor any of its agents will have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as otherwise set forth in this Agreement. CONTRACTOR’s agents and employees are not and shall not be considered employees of CITY for any purpose. CONTRACTOR may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY. CITY has no duty, obligation, or responsibility to CONTRACTOR’s agents or employees under the Affordable Care Act. CONTRACTOR is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to CONTRACTOR’s agents and employees. CITY is not responsible and shall not be held liable for CONTRACTOR’s failure to comply with CONTRACTOR’s duties, obligations, and responsibilities under the Affordable Care Act.

CONTRACTOR agrees to defend, indemnify and hold CITY harmless for any and all taxes and penalties that may be assessed against CITY as a result of 73 RFP w/Prevailing Wage Rev 1221
5 CONTRACTOR’s obligations under the Affordable Care Act relating to CONTRACTOR’s agents and employees.

10. BUSINESS LICENSE
The CONTRACTOR must obtain a City business license prior to the start of work under this Agreement, unless CONTRACTOR is qualified for an exemption.

11. OTHER LICENSES AND PERMITS
CONTRACTOR warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this Agreement.

15. PREVAILING WAGE

All Services rendered pursuant to this agreement must be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws 74 RFP w/Prevailing Wage Rev 1221
6 of City and any Federal, State, or local governmental agency of competent jurisdiction. Contractor is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as of California Code of Regulations, Title 8, Sections 1600, et seq., (collectively, the “Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “Public works” and “Maintenance” projects. If the Services are being performed as part of an applicable “Public works” or “Maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is ONE THOUSAND DOLLARS ($1,000) or more, Contractor agrees to fully comply with the Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of payroll records and the employment of apprentices.

Contractor will defend (with counsel selected by City), indemnify, and hold City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It is agreed by the parties that, in connection with performance of the Services, including, without limitation, any and all “Public works” (as defined by the Prevailing Wage Laws), Contractor will bear all risks of 75 RFP w/Prevailing Wage Rev 1221
7 payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Contractor acknowledges and agrees that it will be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with those laws. Contractor will require the same of all subcontractors.

Payment by CITY is not a condition precedent to enforcement of this indemnity.

A. CONTRACTOR and its subcontractors must maintain at its sole expense for the duration of this contract the following insurance, which will be full coverage not subject to self-insurance provisions:
76 RFP w/Prevailing Wage Rev 1221
8 1. Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:

(a) Primarily Bodily Injury with limits of at least $500,000 per person, $1,000,000 per occurrence; and

(b) Primary Property Damage of at least $250,000 per
occurrence; or

B. The insurance provided by CONTRACTOR will be primary and non- contributory.

E. Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the CITY.

77 RFP w/Prevailing Wage Rev 1221
9 F. CONTRACTOR must include all subcontractors as insureds under its policies or must furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors will be subject to all of the requirements of this Paragraph 18.

H. The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of the CONTRACTOR.

I. CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

J. Self-insured retentions must be declared to and approved by the CITY.

20. CONFLICT OF INTEREST
78 RFP w/Prevailing Wage Rev 1221
10 A. No officer or employee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relating to the Agreement that affects the officer or employee’s financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation.

21. NOTICE
A. All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:

1. Personal delivery. When personally delivered to the recipient:
notice is effective on delivery.

3. Certified mail. When mailed certified mail, return receipt requested:
notice is effective on receipt, if delivery is confirmed by a return receipt.

6. Addresses for purpose of giving notice are as follows:

79 RFP w/Prevailing Wage Rev 1221
11 CONTRACTOR Contractor's Name and Address

Fax: Insert Fax Number

CITY: City Clerk
City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Fax: (310) 618-2931

C. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this Agreement.

26. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement. 80 RFP w/Prevailing Wage Rev 1221
12 27. GOVERNING LAW; JURISDICTION
This Agreement will be administered and interpreted under the laws of the State of California. Jurisdiction of any litigation arising from the Agreement will be in Los Angeles County, California.

29. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default will impair the right or remedy or be construed as a waiver.

31. EXHIBITS
All exhibits identified in this Agreement are incorporated into the Agreement by this reference.

33. PUBLIC RECORDS ACT
Any documents submitted by the CONTRACTOR; all information obtained in connection with the CITY’s right to audit and inspect the CONTRACTOR’s documents, books, and accounting records pursuant to paragraph 14 Contractor’s Accounting Records; Other Project Records; as well as those documents which were required to be submitted in response to the Request for Proposals (RFP) used in the solicitation process for this Contract, become the exclusive property of the City. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those 81 RFP w/Prevailing Wage Rev 1221
13 elements in the California Government Code Section 6250 et seq. (Public Records Act) and which are marked “trade secret”, “confidential”, or “proprietary”.

CITY OF TORRANCE,
a municipal corporation

_______________________________
Patrick J. Furey, Mayor

Firm Name
Type of Entity

By:________________________________
Signer
Title
ATTEST:

_______________________________
Rebecca Poirier, MMC
City Clerk

APPROVED AS TO FORM:

PATRICK Q. SULLIVAN
City Attorney

By: ____________________________

Attachments: Exhibit A Request for Proposals
Exhibit B Proposal

Rev. 1221

82 RFP w/Prevailing Wage Rev 1221
14 EXHIBIT A

REQUEST FOR PROPOSALS

[To be attached]

83 RFP w/Prevailing Wage Rev 1221
15 EXHIBIT B

PROPOSAL

[To be attached]

84 temp_13AEFF.docx
15 EXHIBIT B

PROPOSAL
[To be attached]
85 City of Torrance
Furnish and Install Bus Decals (B2025-18), bidding on 09/09/2025 12:00 PM (PDT)

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86 City of Torrance
Furnish and Install Bus Decals (B2025-18), bidding on 09/09/2025 12:00 PM (PDT)

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87 City of Torrance
Furnish and Install Bus Decals (B2025-18), bidding on 09/09/2025 12:00 PM (PDT)

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88 Request for Proposals (RFP)
City of Torrance | 3031 Torrance Blvd, Torrance CA 90503 | www.TorranceCA.Gov

RFP No. B2025-18
Furnish and Install Bus Decals

RFP Submittal Information
No mail or hand delivered Proposals. No faxed proposals.

No Late proposals.

Location: City of Torrance
Purchasing Division
3031 Torrance Blvd.

Torrance, CA 90503
Date: Tuesday, September 9, 2025
Time Deadline: 12:00 p.m. Local (Pacific) Time

Submittal Requirements
Your submittal must include the following:

• Vendor’s Response (Section III of this document) on the forms provided. If additional space is required, please attach additional pages.
• Bidders Affidavit (Attachment 1)

Proposers will be disqualified if their proposal does not include the above items.

Notice of Mandatory Pre-Proposal Conference
The City will conduct a mandatory briefing session for prospective vendors.

The pre-proposal conference will start promptly at the time and location listed below. You must arrive on time and stay for the entire conference.

Type text here
89 RFP No. B2025-18 Furnish and Install Bus Decals

SECTION I RFP INSTRUCTIONS AND INFORMATION

Notice is hereby given that sealed proposals will be received online until 12:00 p.m. September 9, 2025.

The City of Torrance:

Background:

The City of Torrance operates Torrance Transit System (TTS) with a fleet of 63 active buses.

However, our fleet expects to grow within the near future to approximately 87 buses. TTS operates within the City and through several other surrounding cities.

Definitions:

Proposal Submittal Form:

Prospective bidders must submit bids in electronic only format at https://pbsystem.planetbids.com/portal/47426/portal-home ; The proposal must be made on the form
provided and uploaded on PlanetBids.

Scan and attach the fol
lowing required documents to your eBid. This list may not be all-inclusive; additional items may be required elsewhere in bid specifications. Failure to provide required documents with bid may cause the bid to be deemed non-responsive.)

90 Blank spaces in the proposal form must be completed using ink, indelible pencil, typewriter or digitally.

The text of the proposal form must not be changed and no additions. Any unauthorized conditions, limitations, or provisos attached to a proposal will render it informal and may cause its rejection.

Alterations by erasure or interlineations must be explained or noted in the proposal form over the signature of the Proposer.

Mandatory Pre-Proposal Conference:

Questions:

All questions regarding this RFP must be submitted online no later than 12:00 PM Wednesday August 20, 2025. Answers to questions will be posted online for all interested bidders to review.

Errors and Omissions:

Proposers Examination of Requirements:

Reservation:

Attach all addenda to the proposal. Failure to attach any addendum may render the proposal non- responsive and cause for rejection.

Dec
91 service mentioned in the respective proposals received. The City reserves the right to reject any proposal not accompanied with all data or information required.

Affidavit:

Evaluation of Proposals:

The City will take into consideration a local Torrance vendor sales tax rebate of 1.5% for proposals submitted by a Torrance vendor that include a material component.

Subsequently, the City may interview a qualified Firm, prior to deciding whether to recommend the award of an Agreement.

Description of Evaluation Criteria Possible Points
Price 30
Warranty 25
Training – proper care and maintenance 20
Type of materials proposed 15
Project Time Span 10
Maximum Total Points = 100

D
TType text here
92 The Contract:

The awarded vendor will be required to enter into a written contract with the City of Torrance.

Prevailing Wage:

The State of California Senate Bill 7 (SB7) applies to construction contracts over $25,000 and contracts for alteration, demolition, repair and maintenance over $15,000. There are no exemptions.

Contractor Registration the State of California Senate Bill 854 (SB854):

• No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with
the Department of Industrial Relations pursuant to Labor Code section 1725.5

•
Public works refers to construction, alteration, demolition, installation, or repair work (including maintenance) done under contract and paid by public funds

•
This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

•
All contractors and subcontractors must furnish electronic certified payroll records directly to the Labor Commissioner (aka Division of Labor Standards Enforcement).

• For additional information and to register online go to http://www.dir.ca.gov/Public-
Works/PublicWorks.html

Independent Contractor:

93 Payments:

Suspension of Procurement:

In the event of termination, selected Proposer will perform such additional work as is necessary for the orderly filing of documents, and closing of project.

Notice of Intent to Award:

TDecals By Design, Inc.y
94 RFP No. B2025-18
Furnish and Install Bus Decals

SECTION II TECHNICAL REQUIREMENTS

The City of Torrance is requesting proposals from qualified vendors to furnish and install Transit’s bus fleet decals.

Scope of Work:

Furnish, install, and provide artwork for bus decals for the City of Torrance Transit Department Fleet Division.

General Requirements:

Decals must be printed on 3M Scotchlite Reflective Vinyl material as specified below.

All printed graphics and decals furnished must be laminated with a clear protective coating and must retain true color for a minimum of 5 years.

The vendor must provide all personnel and equipment to complete each installation. All installation is to be done at the Torrance Transit Facility Garage.

Artwork sized properly for accident repair must be provided in large format print ready for both design:
regular and rapid service.

TDecals By Design, Inc.ype text here
95 Work Plan:

Prior to the beginning of the work, the successful proposer must provide the City a schedule and work plan for approval.

Delivery/Installation:

Torrance Transit Facility Garage
20500 Madrona Avenue
Torrance, CA 90503

Materials and Fabrication Methods:

Material:

The material used for this project must be 3M.

Imaging:

Decals:

D
96 Manufacturing, Application, Removal and Packaging:

Vendor must follow the appropriate methods and procedures referenced in the 3M Product and Instruction Bulletins above and accessed at
www.3Mgraphics.com
and
www.scotchprint.com.

Color Proof:

A color proof “draw-down” produced on specified material must be presented and approved by the City of Torrance Transit Fleet Services Manager.

The decals will be patterned after the design illustrated below. Please see enclosed Adobe Illustrator Disc attached to this document.

Unit roof numbers need to also be installed.

Colors:
• Bronze stripe Pantone #987239 – Dark in front and fades to a lighter tone towards the rear of the bus. Must be perforated over the windows.

• Blue stripe Pantone #0031D – Wraps around front of bus and runs along the belt line of both sides. Ends at midpoint of bus where bronze stripe intercepts.

• Largest decal begins in metallic tone Green Pantone #00573D that matches the roof of bus.

Color fades and turns to blue as it moves towards rear of bus. Blue matches the blue stripe.

• Torrance Transit Logo is on all four slides of the bus • 3M Scotchlite Solid white reflective “Powered by Clean Air Technology” • City Logo in Bronze Pantone #987239
Design Illustration:

The following images reflect our 40 foot Transit buses.

97 98

99 RFP No. B2025-18 Furnish and Install Bus Decals

SECTION III PROPOSAL SUBMITTAL
FAILURE TO COMPLETE ALL ITEMS IN THIS SECTION MAY INVALIDATE PROPOSAL.

In accordance with your "Request for Proposals (RFP)", the following proposal is submitted to the City of Torrance.

RFP Submitted By:

________________________________________________________________________________ Name of Company

________________________________________________________________________________ Street Address City Zip Code

________________________________________ _____________________________________ Telephone Number Fax Number

________________________________________ _____________________________________ Printed Name/Title E- Mail Address

________________________________________ ___________________________________ Signature Date

Form of Business Organization: Please indicate the following (check one).

Corporation Partnership Sole Proprietorship Other: ___________________________

Do you have a Parent Company? No Yes,
_______________________________________
(Name of Parent Company)
D
o you have any Subsidiaries? No Yes,
_______________________________________
(Name of Subsidiary C ompany)
Business History:

________________________________________________________________________________

Contact for Additional Information:

Please provide the name of the individual at your company to contact for any additional information:

________________________________________ __________________________________ Printed Name Title
________________________________________ __________________________________ Telephone E- Mail Address
Decals By Design, Inc.
1325 Pico Street, Suite 105
Corona, CA
92881
951-696-0431
951-696-1142
Dan Perkins/President
[email protected]
September 3, 2025
32 Adrian Schicker
Operations Manager
951-696-0431
[email protected]
Type text here
Type text here
Doris Perkins/Vice President
[email protected]
100
Proposal Submittal (continued):

Vendor Name: ____________________________________________________________

Payment Terms: The City of Torrance Payment terms are Net 30. The City does not make pre- payments or pay upon receipt.

Do you offer any discounted invoice terms? _____________________________

Project Start and Completion:

Project Manager:

Please provide the name of the individual at your company who will serve as Project Manager for this contract.

Contract Representative:

Please provide the name of the individual at your company who will be responsible for administering this contract.

Decals By Design, Inc.

N/A
Dan Perkins
President
951-265-3231 cell
951-696-1142
[email protected]
Doris Perkins
Vice-President
951-813-1265 cell
951-696-1142
[email protected]
101
Vendor Name: ____________________________________________________________

Sub-contractors:

If awarded, will you be using sub-contractors to carry out the scope of work required in this RFP?

Yes, we will be using sub-contractors and have listed their contact information below.

No, we will not be using any sub-contractors for this project.

_______________________ __________________ ______________________________ C
ompany Name Contact Name Title

_______________________ __________________ ________________________________ Telephone Number Fax Number Email Address

Please explain the working relationship between your company and the sub-contractor.

_________________________________________________________________________________

Decals By Design, Inc.

TDype text here
EZ Signs LLC
Hector Deleon
Owner
323-493-5438
[email protected]
We subcontract with E-Z Signs for installation of decal graphics for fleet and transit vehicles.

They also provide removal services for us in CA, NV and AZ. 102
Proposal Submittal (continued):

Vendor Name: ____________________________________________________________

Background and Recent Experience with Similar Projects:

Type text here
Decals By Design, Inc.

Type text here
Type text here
We have worked with Torrance Transit for many years. We are manufacturin current decals on your bus fleet.

We provide decal graphics for Sunline Transit Agency for 15 years, doing removals, manufacturing of decals and installations.

City of Commerce, we provide fleet removals, manufacturing and installatios.

City of Montebello fleet, manufacturing and installation of decals.

City of Los Angeles, Commuter Express fleet and DASH fleet, manufacturing and installation of decal graphics.

These are a few of the many Transit services we have worked for over the past 32 years. ing
ions.
103

Proposal Submittal (continued):

Vendor Name: ____________________________________________________________

Work Plan for Each Required Task:

In the space below, please describe in detail the methodology you will be utilizing to conduct for each task. (Please attach additional sheets if needed.)

Decals By Design, Inc.

T
Manufacturing: Print raw 3M materials, apply overlaminate on printed material, cut to shape and premask printed parts as needed. Package as a set for installation or storage.

Installation: Start with clean, dry bus. Install decals on buses at Torrance Transit facility using 3M approved installation procedures.

Removal: Start with clean, dry bus. Use of steam heat to assist in the removal of current decals.

When completed, Torrance Transit will inspect prior to new decals being applied.

Torrance Transit will make all repairs at Torrance Transit expense before releasing to Decals By Design for installation.
104
Proposal Submittal (continued):

Vendor Name: ____________________________________________________________

References:

1 Name of Company/Agency:

Street Address:

City:

State, Zip Code:

What Product/Service did you
provide to this Company/Agency?

Name of Person to Contact:

Phone Number of Contact:

Email Address of Contact:

2 Name of Company/Agency:

Street Address:

City, State Zip Code:

What Product/Service did you
provide to this Company/Agency?

Name of Person to Contact:

Phone Number of Contact:

Email Address of Contact:

3 Name of Company/Agency:

Street Address:

City, State Zip Code:

What Product/Service did you
provide to this Company/Agency?

Name of Person to Contact:

Phone Number of Contact:

Email Address of Contact:

(323) 558-1625 ext. 104
Montebello Bus Lines
Sunline Transit Agency
Decals By Design, Inc.
1600 W. Beverly Blvd.

Type text here
Montebello bus lines decals and installation
32-505 Harry Oliver Trail
Sunline Transit Agency bus decals
and installation
Thousand Palms, CA 92276
Montebello, CA 90640
To
Type text here
[email protected]
Rohan Anderson
"Fermin Figueroa" <[email protected]>
Fermin Figueroa
(760) 343-3456 x 1532
City of Commerce
Commerce Bus graphics and installation
323-887-4419 ext. 2307
Greg Guzman
[email protected]
5555 Jillson St.

Commerce, C 90040
105
Proposal Submittal (continued):

Vendor Name: ____________________________________________________________

Did you include proof of SCAQMD Compliance?

Yes No

Please indicate if your organization has installed vinyl graphics.

Please indicate if you comply with the Federal Transit Administration (FTA) Requirements included in this RFP.

Yes, we are in
compliance and have
filled at the forms
attached to this RFP

No, we are not in
compliance

Decals By Design, Inc.
106
Proposal Submittal (continued):

Vendor Name: ____________________________________________________________

Price Proposal Cost Breakdown To Provide the Services Required in this RFP Description No. of Hours Labor Cost/hr ($) Cost

$ $
$ $
$ $
$ $
Total Price Proposal $

Decals By Design, Inc.

Installation of Torrance Transit Graphics
Removal of previous decal graphics
Torrance RAPID Decals and Installation
5,510.00 X 4 sets
Torrance Transits Decal Graphics
472
1770
$100/hr/$177,200 material
$224,400.00
$36 per hour
63,720.00
39 per hour
44,850.00
22,040.00
355,010.00
1150
4 buses@
107

ATTACHMENT 1

STATE OF CALIFORNIA
PROPOSER’S AFFIDAVIT

COUNTY OF LOS ANGELES

____________________________
being first duly sworn dep oses and says:

1. That he/s
he is the ___________________________ of _____________________________ (Title of Office) (Name of Company)

Hereinafter called “proposer”, who has submitted to the City of Torrance a proposal for

__________________________________________________________________________ (Title of RFP)

2. That the proposal is genuine; that all statements of fact in the proposal are true;

3. That the proposal was not made in the interest or behalf of any person, partnership, company, association, organization or corporation not named or disclosed;

7. T hat the Proposer did not, directly or indirectly, submit the Proposer’s proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, proposal depository, or to any member or agent thereof, or to any individual or group of individuals, except to the City of Torrance, or to any person or persons who have a partnership or other financial interest with said Proposer in its business.

8. That the Proposer has not been debarred from participation in any State or Federal works project.

Dated this ____ day of ________________, 20_____.

_____________________________________
(Proposer Signature)

_____________________________________
(Title)

Dan Perkins
President
Decals By Design, Inc.

RFP No. B2025-18 Furnish and Install Bus Decals
3rd
September
25 Vice President
Vice
Doris Perkins
108
1 APPENDIX D

PROVISIONS, CERTIFICATIONS, REPORTS, FORMS, AND OTHER -- MATRICES A. THIRD PARTY CONTRACT PROVISIONS
(excluding micro-purchases, except Davis-Bacon requirements apply to contracts exceeding $2,000)

PROVISION COMMENTS

MASTER AGREEMENT

REFERENCE
(based on FA MA(30) 11-2-2022)
All FTA Assisted Third Party Contracts and Subcontracts No Federal Government Obligations
to Third Parties (Use of Disclaimer) § 3(l)
False or Fraudulent Statements or
Claims – Civil and Criminal Fraud § 4.e
Access to Third Party Contract
Records § 16.s
Changes to Federal Requirements § 3.j.(1)
Equal Employment Opportunity
(except special DOL construction
clause) )
§ 12
Disadvantaged Business Enterprises
(DBEs)
Contract awarded on the basis of a
bid/proposal offering to use DBEs. § 12.e
Incorporation of FTA Terms Per FTA C 4220.1F. § 16.d
Prompt Payment 49 CFR 26.29
Prohibition on Certain
Telecommunications Equipment 2 CFR 200.216
FAR 52.204-24
Awards Exceeding $10,000
Terminations § 11 and § 16.d.(2)
Debarment and Suspension Awards exceeding $25,000 § 4.h Notice to FTA and U.S. DOT
Inspector General of waste, fraud,
abuse…
Awards exceeding $25,000 § 39(b)
Lobbying Awards exceeding $100,000 § 4.c and § 16.d(8)
Awards Exceeding the Simplified Acquisition Threshold ($250,000) Resolution of Disputes, Breaches, or
Other Litigation § 39
Awards Exceeding $150,000 by Statute
Clean Air 42 U.S.C. 7401-7671q. § 16.d.(7)
Clean Water 33 U.S.C 1251-1387 § 16.d.(7)
Buy America
When tangible property or construction
will be acquired. The threshold for
applicability is no longer tied to the
simplified acquisition threshold. It is
statutorily fixed in 49 U.S.C.
§5323(j)(13).
§ 15.a and b
Note: The Special EEO Clause for Construction is now shown on next page under “Construction Activities” for all contracts.
109
2 PROVISIONS, CERTIFICATIONS, REPORTS, FORMS, AND OTHER — MATRICES

– THIRD PARTY CONTRACT PROVISIONS (Continued)
(excluding micro-purchases, except Davis-Bacon requirements apply to contracts exceeding $2,000)

PROVISION COMMENTS

MASTER AGREEMENT

OMB Office of Federal Financial
Management has not adopted the FAR
clause 2.101 $150,000 simplified
acquisition threshold standard.
§ 24.b
Transit Operations
Transit Employee Protective
Arrangements § 24.d
Charter Bus Operations § 28
School Bus Operations § 29
Drug Use and Testing Safety sensitive functions. § 35.b Alcohol Misuse and Testing Safety sensitive functions. § 35.b 110
3 PROVISIONS, CERTIFICATIONS, REPORTS, FORMS, AND OTHER—MATRICES

A. THIRD PARTY CONTRACT PROVISIONS (Continued)
(excluding micro-purchases, except Davis-Bacon requirements apply to contracts exceeding $2,000)

PROVISION COMMENTS

MASTER AGREEMENT

111
4 PROVISIONS, CERTIFICATIONS, REPORTS, FORMS, AND OTHER—MATRICES

B. APPLICABILITY OF THIRD PARTY CONTRACT PROVISIONS
(excluding micro-purchases, except Davis-Bacon requirements apply to contracts exceeding $2,000)

TYPE OF PROCUREMENT

PROVISION Professional
Services/A&E
Operations/
Management
Rolling
Stock
Purchase
Construction Materials &
Supplies
No Federal Government
Obligations to Third Parties
(by Use of a Disclaimer)

All

All
False Statements or Claims Civil
and Criminal Fraud

All

>$150,000 >$150,000

Transport by
ocean vessel.

Fly America Foreign air
transp. /travel.

Foreign air
transp.
/travel.

112
5 PROVISIONS, CERTIFICATIONS, REPORTS, FORMS, AND OTHER—MATRICES

B. APPLICABILITY OF T HIRD PARTY CONTRACT PROVISIONS (Continued) (excluding micro-purchases, except Davis-Bacon requirements apply to construction contracts exceeding $2,000)

TYPE OF PROCUREMENT

PROVISION Professional
Services/A&E
Operations/
Management
Rolling
Stock
Purchase
Construction Materials &
Supplies
Davis-Bacon Act >$2,000 (also
ferries).

Veterans Preference >$150,000
Contract Work Hours and Safety
Standards Act
>$250,000
(transportation
services
excepted).
>$250,000 >$250,000
(also ferries).

Copeland Anti-Kickback Act
Section 1
Section 2

All
> $2,000 (also
ferries).

Bonding >$250,000
Seismic Safety A&E for new
buildings &
additions.

New
buildings &
additions.

Transit Employee Protective
Arrangements
Transit
operations.

Charter Service Operations All
School Bus Operations All
Drug Use and Testing Transit
operations.

Alcohol Misuse and Testing Transit
operations.

Patent Rights R & D
Rights in Data and Copyrights R & D
Energy Conservation All All All All All
Recycled Products EPA-selected
items $10,000
or more
annually.

EPA-selected
items $10,000
or more
annually.

Seat Belt Use All All All All All
Distracted Driving All All All All All
Conformance with ITS National
Architecture
ITS projects. ITS projects. ITS projects. ITS projects. ITS projects.

ADA Access A&E All All All All
Notification of Federal
Participation for States
Limited to
States.

Limited to
States.

Prohibition on Certain
Telecommunications Equipment
All

All All All All
Type text here
Type text here
113
6 PROVISIONS, CERTIFICATIONS, REPORTS, FORMS, AND OTHER—MATRICES

C. CERTIFICATIONS, REPORTS, AND FORMS

CERTIFICATIONS, REPORTS,

AND FORMS COMMENTS REGULATORY

Type text here
Type text here
114
7 PROVISIONS, CERTIFICATIONS, REPORTS, FORMS, AND OTHER—MATRICES

D. OTHER MATTERS

OTHER MATTERS COMMENTS STATUTORY OR REGULATORY

REFERENCES
Contract Administration System 2 CFR § 200.318(b)
Record of Procurement History 2 CFR § 200.318(i)
Protest Procedures
2 CFR § 200.318(k)
Selection Procedures 2 CFR § 200.320 b.

Cost/Price Analysis 2 CFR § 200.324
Justification for Noncompetitive
Awards
If Applicable.
2 CFR § 200.320 c.

No Excessive Bonding
Requirements

2 CFR § 200.319(b) (2)
No Exclusionary Specifications 2 CFR § 200.319(d) (1) No Geographic Preferences Except for A&E Services 42 CFR § 200.319 c.

D
Decals By Design, Inc.
e
We
115

Rev.
02 /202
3 FTA Master Agreement dated
November 2
, 202
2 FEDERAL TRANSIT ADMINISTRATION (FTA) CLAUSES

(Revised
02/
2023)

Contractor shall comply with the following FTA requirements. For purposes of these clauses, the AGENCY is the FTA recipient or subrecipient that is entering the Contract with Contractor.

1. NO FEDERAL 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 Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subje
ct 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 Contract. Contractor shall include the above clause in each subcontract financed in whol
e 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. NOTIFICATION TO FTA.
[These requirements apply to all contracts and subcontracts in excess of $25,000.]

If a current or prospective legal matter that may affect the Federal Government emerges, Contractor must promptly notify the AGENCY, which must then promptly notify the FTA

Chief Counsel and FTA Regional Counsel for Region 9. Contractor must include an equivalent provision in its subagreements at every tier for any agreement that is a “covered transaction” according to 2 C.F.R. §§ 180.220 and 1200.220.

Types of Legal Matter
s Requiring Notification.

The types of legal matters that
require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for

any reason.

Matters Affecting the Federal Government.

Matters that may affect the Federal
Government include, but are not limited to, the Federal Government’s interests in the Award, the Contract, and any Amendments thereto, or the Federal Government’s a
dministration or enforcement of federal laws, regulations, and requirements.

Additional Notice to U.S. DOT Inspector General.

Contractor must promptly notify
the AGENCY, which must then promptly notify the U.S. DOT Inspector General in addition to the FTA

Chief Counsel or Regional Counsel for Region 9 if Contractor has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim und
er the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar mi
sconduct involving federal assistance. This responsibility occurs whether the Project is subject to this Contract or another agreement between the AGENCY and FTA, or an agreement involving a principal, officer, employee, agent, or Third
-
Party Participant o
f the AGENCY. It also applies to subcontractors at any tier.

Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a D
116

Rev.
02 /202
3 FTA Master Agreement dated
November 2
, 202
2 criminal or civil investigation by a Federal, state, or local law enforcement or other investigative agency,
a criminal indictment or civil complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of Contractor. In this paragraph, “promptly” means to refer information without delay and without chan
ge. This notification provision also applies to all divisions of the AGENCY, including divisions tasked with law enforcement or investigatory functions.

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

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 Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining

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

Contractor

also acknowle
dges 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 Contractor, to the extent the Federal Government deems appropriate.

Contractor
shall 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 pr
ovisions.

4. ACCESS TO RECORDS, REPORTS,
&
SITES.

Record Retention.

Contractor shall 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, sub -
agreements, leases, subcontracts, arrange
ments, other third
-
party agreements of any
type, and supporting materials related to those records.

Retention Period.

Contractor shall comply with the record retention requirements in accordance with 2 CFR § 200.333. Contractor shall maintain all books, re cords,
accounts and reports required under this Contract for a period of at not less than three years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of th is Contract, in which
case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.

Access to Records.

Contractor shall provide sufficient access to the U.S. Secretary of Transportation, the
Comptroller General of the United States, FTA, the Agency, and their duly authorized representatives to inspect and audit records and information Decals By Design, Inc.

D
ype text here
TDecals By Design, Inc.

TDecals By Design, Inc
T=
Type text here
117

Rev. 02/2023 FTA Master Agreement dated November 2, 2022 related to performance of this contract as reasonably may be required.

A. Nondiscrimination in Federal Public Transportation Programs.

B. Nondiscrimination – Title VI of the Civil Rights Act. Contractor must:

1. Contractor must prohibit discrimination based on race, color, or national origin,

C. Equal Employment Opportunity.

Rev.
02 /202
3 FTA Master Agreement dated
November 2
, 202
2 Disabilities Act

of 1990, as amended, 42 U.S.C. §§ 12101, et seq.;
(
c
)

Executive
Order No. 11246, “Equal Employment Opportunity” September 24, 1965 (42 U.S.C. § 2000e note), as amended by any later Executive Order that amends or supersedes it in part and is applicable to
federal assistance programs;
(
d
)
federal
transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement; and
(
e
)
FTA Circular 4704.1 “Equal Employment Opportunity (EEO) Requirements and Guidelines for Federal Transit Adminis tration Recipients.”
Further, Contractor must follow other federal guidance pertaining to EEO laws, regulations, and requirements.

2. Affirmative Action.

If required to do so by U.S. DOT regulations (49 CFR Part 21) or U.S. Department of Labor regulations (41

C.F.R. chapter 60), Contractor must
take affirmative action that includes, but is not limited to:
(a)

recruitment
advertising, recruitment, and employment;
(b)

rates of pay and other forms of
compensation;
(c)

selection for training, including apprentices
hip, and upgrading;
and
(d)

transfers, demotions, layoffs, and terminations.

3. Indian Tribe
. Contractor recognizes that Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of “Employer.”

4. Equal Employment Opportun
ity for Construction Activities.

When undertaking
“construction” as recognized by the U.S. Department of Labor (U.S. DOL), Contractor must comply with:
(a)
U.S. DOL regulations, “Office of Federal Contract
Compliance Programs, Equal Employment Opportunity,

Department of Labor,” 41
C.F.R. chapter 60; and
(b)

Executive Order No. 11246, “Equal Employment
Opportunity in Federal Employment,” September 24, 1965, 42 U.S.C. § 2000e note (30 Fed. Reg. 12319, 12935), as amended by any later Executive Order that amend
s or supersedes it, referenced in 42 U.S.C. § 2000e note.

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

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 A
GENCY to be in violation of the FTA terms and conditions. Contractor shall include this clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA.

8. FREE SPEECH
&

RELIGIOUS LIBERTY.

All Federal funding must be expe
nded 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.

9. FEDERAL TERMINATION RIGHTS.

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

10. DEBARMENT, SUSPENSION, INELIGIBILITY,
&

VOLUNTARY EXCLUSION.
[Th
is
requirement does not apply to contracts and subcontracts under $25,000.]

Deca
119

Rev. 02/2023 FTA Master Agreement dated November 2, 2022

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

12. VIOLATION & 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:

Rev.
02 /202
3 FTA Master Agreement dated
November 2
, 202
2 decision.

Performance During Disputes.

Notwithstanding the existence of any dispute
between the part
ies, insofar as is possible, under the terms of the Contract, Contractor shall 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 jurisdictio
n.

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 availabl
e 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 t
hereunder, except as may be specifically agreed upon in writing.

13. LOBBYING RESTRICTIONS.
[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 other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any regi strant under the Lobbying
Disclosure Act of 1995 who has made lobbying contacts on its behalf with non -
Federal
funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352.

Such disclosures are forwarded from tier to tier up to the

AGENCY.

14. CARGO PREFERENCE (USE OF U.S.
-
FLAG VESSELS).
[These requirements apply to
all contracts involving equipment, material, or commodities that may be transported by ocean vessels.]

Contractor shall use privately owned United States
-
Flag commercial

vessels to ship at
least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the Contract to the extent such vessels are

available at fair
and reasonable rates for United States
-
Flag commercial vessels;

Contractor shall furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of 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 rec
ipient (through Contractor in the case of a subcontractor's bill -
of
-
lading); and

Contractor shall include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or com
modities by ocean vessel.

15. FLY AMERICA.
[These requirements apply to contracts and subcontracts involving the TDDeype text here
Tor
121

Rev. 02/2023 FTA Master Agreement dated November 2, 2022 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.]

C. If available, 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.

_____________________________________________
(End of statement)

E. 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.

16. EMPLOYEE PROTECTIONS.

A. Prevailing Wage & Anti -Kickback. [These requirements apply to all prime construction, alteration, or repair contracts in excess of $2,000.]

Rev. 02/2023 FTA Master Agreement dated November 2, 2022 statute, 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.

4. 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 123

Rev.
02 /202
3 FTA Master Agreement dated
November 2
, 202
2 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 Contract.

Contract Work Hours/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 .
]

1. 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 Construction (also Labor Standards Provisions Applicable to Non
-
construction Contracts Subject to the

Contract Work Hours and
Safety Standards Act),” 29 CFR part 5.

2. Contractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all labo
rers 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.

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

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

17. SEISMIC SAFETY.
[These requirements apply only to contrac
ts for the construction of
new buildings or additions to existing buildings.]

Contractor shall design and construct any new building or addition to an existing building in accordance with the standards for Seismic Safety required in Department of Transpor tation
(DOT) Seismic Safety Regulations (49 CFR part 41) and will certify its compliance to the extent required by the regulation. Contractor shall ensure that all work performed under this Contract, including work performed by a subcontractor, is in compl iance with the standards
required by the Seismic Safety regulations and the certification of compliance issued on the project.

18. VETERANS EMPLOYMENT.
[These requirements apply only to capital projects. See 49 U
.

S
.

C
.

§ 5302(3).]

Contractor shall give a hiri
ng 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, constru
ed 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.

TType text here
124

Rev. 02/2023 FTA Master Agreement dated November 2, 2022

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

C. Special Arrangements. The conditions of 49 U.S.C. § 5333(b) do not apply to Contractors providing public transportation operations pursuant to 4 9 U.S.C. § 5310.

D. Flow Down. Contractor shall include the substance of this clause in each subcontract that may involve operating public transit services.

21. CHARTER SERVICE. [These requirements apply to contracts for operating public transportation service.]

125

Rev.
02 /202
3 FTA Master Agreement dated
November 2
, 202
2 A.

Contractor shall comply w
ith 49 U.S.C. 5323(d), (g), and (r), and 49 CFR part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally
-
funded equipment or facilities if there is at
least one private chart
er operator willing and able to provide the service, except as permitted under:
(1)

federal transit laws, specifically 49 U.S.C. § 5323(d); (2)

FTA
regulations, “Charter Service,” 49 CFR part 604;
(3)
any other federal Charter Service
regulations; or
(4)

F
ederal guidance, except as FTA determines otherwise in writing.

If Contractor engages in a pattern of violations of FTA’s Charter Service regulations, then FTA may require corrective measures or impose remedies on it. These corrective measures and remedie
s may include:
(1)

b
arring it or any subcontractor operating
public transportation under its Award that has provided prohibited charter service from receiving federal assistance from FTA;
(2)

withholding an amount of federal assistance
as provided by Appendix D to part 604 of FTA’s Charter Service regulations; or (3)
a
ny
other appropriate remedy that may apply.

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

22. SCHOOL BUS OPERATIONS.
[These requirements apply to contracts for operating
public transportation service.]

federal
transit laws, specifically 49 U.S.C. § 5323(f);
(
B
)

FTA regulations, “School Bus
Operations,”
49 CFR part 605;
(
C
)

any other Federal School Bus regulations; or
(
D
)

federal
guidance, except as FTA determines otherwise in writing. If Contractor violates these school bus requirements, then FTA may bar Contractor from receiving Federal assistance for public transportation or require Contractor to take such remedial meas ures as FTA
considers appropriate. When operating exclusive school bus service under an allowable exemption, Contractor may not use federally
-
funded equipment, vehicles, or facilities.

Contractor should include the substance of this clause in each subcontr act or purchase
under this Contract that may operate public transportation services.

23. MOTOR CARRIER SAFETY.
[These requirements apply to contracts for operating bus operation service.]

Financial Responsibility.

Contractor shall comply with the economic and insurance registration requirements of:
(1)

U.S. Federal Motor Carrier Safety Administration (U.S.

FMCSA) regulations, “Minimum Levels of Financial Responsibility for Motor Carriers,” 49 C.F.R. part 387, if Co
ntractor is:
(a)

engaged in operations requiring compliance
with 49 C.F.R. part 387,
(b)

engaged in interstate commerce, and
(c)

not within a
defined commercial zone; and
(2)
provisions of 49 U.S.C. § 31138(e)(4), which
supersede inconsistent provisions of

49 C.F.R. part 387,
and reduce the amount of
insurance the Recipient must obtain to the highest amount required by any state in which the public transportation provider operates, if it operates within a public transportation service area located in more t
han one state, and receives federal
assistance under 49 U.S.C. §§ 5307, 5310, and 5311.

U.S. FMCSA Requirements.

Contractor shall comply with:
(1)

safety requirements of
U.S.

Federal Motor Carrier Safety Administration
(U.S. FMCSA)

regulations, “Federal
Motor Carrier Safety Regulations,” 49 C.F.R. parts 390
–

397, to the extent applicable;
and
(2)

driver’s license requirements of U.S. FMCSA regulations, “Commercial als By Design, Inc.
126

Rev.
02 /202
3 FTA Master Agreement dated
November 2
, 202
2 Driver’s Lic
ense Standards, Requirements, and Penalties,” 49 C.F.R. part 383, and “State Compliance with Commercial Driver's License,” 49 C.F.R. part 384, to the extent applicable, with the substance abuse requirements and guidance of U.S. FMCSA’s regulations, “Drug a
nd Alcohol Use and Testing Requirements,” 49 C.F.R. part 382, and implementing federal guidance, to the extent applicable.

24. SAFE OPERATIONS OF MOTOR VEHICLES.

Seat Belt Use.

Contractor is encouraged to adopt and promote on
-
the
-
job seat belt
use policies a
nd 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 Contractor or AGENC
Y.

Distracted Driving.

Contractor shall 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 t
he 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 Contract.

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.

25. 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:
(1)

"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 ( note:

"driving"

does not
include operat
ing 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); and
(2) “
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 communicat
ion (
note:

“text messaging” 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 dr
iving 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.

establishment
of new rules and programs or reevaluation of existing programs to prohibit text messaging while driving; and
(
2 )

e
ducation, awareness, and other outreach to
employees about the safety risks associated with texting while driving.

127

Rev. 02/2023 FTA Master Agreement dated November 2, 2022 C. 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.

26. SUBSTANCE ABUSE (DRUG & ALCOHOL TESTING) . [These requirements apply to contracts with contractors who perform safety -sensitive functions, as defined in 49 CFR Part 655.4, “Definitions.”]

B. 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.

C. Contractor shall require the inclusion of the language of this clause within subcontracts of all tiers involving the performance of a safety-sensitive function under the Contract.

27. BUY AMERICA. [These requirements apply to contracts over $150,000 if they involve the purchase of iron, steel, manufactured goods, or rolling stock.]

B. Construction materials used in FTA -funded projects are subject to the domestic preference requirement of the Build America, Buy America Act, Pub. L. 117 -58, div.

G, tit. IX, §§ 70911 – 70927 (2021), as implemented by the U.S. Office of Management and Budget, the U.S. Department of Transportation, and FTA.

28. PROHIBITED TELECOMMUNICATIONS/SURVEILLANCE SERVICES/EQUIPMENT.

The AGENCY is prohibited from obligating or expending loan or grant funds to: procure or obtain, extend or renew a contract to procure or obtain, or enter into a contract (or 128

Rev. 02/2023 FTA Master Agreement dated November 2, 2022 extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Contractor shall not provide covered telecommunications equipment or services in the performance of the Contract. As described in Public Law 115-232, section 889, covered telecommunications equipment is: (A) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); (B) video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes; (C) Telecommunications or video surveillance services provided by such entities or using such equipment; and (D) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

29. AIR POLLUTION & FUEL ECONOMY. [These requirements apply to contracts for the purchase of rolling stock.]

30. ROLLING STOCK LIMITATIONS. [These requirements apply to contracts for the purchase of rolling stock.]

31. PRE-AWARD & POST -DELIVERY AUDITS OF ROLLING STOCK PURCHASES. [These requirements apply to contracts for the purchase of rolling stock.]

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

Rev.
02 /202
3 FTA Master Agreement dated
November 2
, 202
2 completion
of the testing, 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.

33. ENVIRONMENTAL PROTECTIONS.

Contra
ctor shall comply with all applicable
environmental and resource use laws, regulations, and requirements, and follow applicable guidance, now in effect or that may become effective in the future, including state and local laws, ordinances, regulations, and

requirements and follow applicable
guidance.

National Environmental Policy Act.

1. Contractor shall comply and facilitate compliance with federal laws, regulations, and requirements, including, but not limited to:
(a)

federal transit laws, such as 49
U.S.C. § 5323(c)(2), and 23 U.S.C. § 139;
(b)

the National Environmental Policy
Act of 1969 (NEPA), as amended, 42 U.S.C. §§ 4321 et seq., as limited by 42 U.S.C. § 5159, and CEQ’s implementing regulations 40 C.F.R. part 1500 –

1508;
(c)

joint FHWA and FTA regulations, “Environmental Impact and Relat ed
Procedures,” 23 C.F.R. part 771 and 49 C.F.R. part 622; (d)

Executive Order No.
11514, as amended, “Protection and Enhancement of Environmental Quality,” March 5, 1970, 42 U.S.C. § 4321 note; and
(e)

other federal environmental
protection laws, regulati
ons, and requirements applicable to Contractor.

2. Contractor shall follow federal guidance to the extent that the guidance is consistent with applicable authorizing legislation, which may include:
(a)

joint
FHWA and FTA final guidance, “Interim Guidance on
MAP
-
21 Section 1319,
Accelerated Decision making in Environmental Reviews,” January 14, 2013; (b)

joint FHWA and FTA final guidance, “SAFETEA
-
LU Environmental Review
Process (Pub. L. 109
-
59),” 71 Fed. Reg. 66576, November 15, 2006; and
(c)

other
federal en
vironmental guidance applicable to the Contractor.

Environmental Justice.

Contractor shall promote environmental justice by following:
(1)

Executive Order No. 12898, “Federal Actions to Address Environmental Justice in Minority Populations and Low
-
Income
Populations,” February 11, 1994, 42 U.S.C. §
4321 note, as well as facilitating compliance with that Executive Order; (2)

U.S. DOT
Order 5610.2, “Department of Transportation Actions To Address Environmental Justice in Minority Populations and Low
-
Income P
opulations,” 62 Fed. Reg. 18377,
April 15, 1997; and
(3)

the most recent edition of FTA Circular 4703.1, “Environmental Justice Policy Guidance for Federal Transit Administration Recipients,” August 15, 2012, to the extent consistent with applicable federa
l laws, regulations, requirements,
and guidance.

Other Environmental Federal Laws.

Contractor shall comply or facilitate compliance
with all applicable federal laws, regulations, and requirements, and will follow applicable guidance, including, but not lim
ited to, the Clean Air Act, Clean Water Act,
Wild and Scenic Rivers Act of 1968, Coastal Zone Management Act of 1972, the Endangered Species Act of 1973, Magnuson Stevens Fishery Conservation and Management Act, Resource Conservation and Recovery Act, Comp rehensive
Environmental Response, Compensation, and Liability Act, Executive Order No. 11990 relating to “Protection of Wetlands,” and Executive Order Nos. 11988 and 13690 relating to “Floodplain Management.”

Use of Certain Public Lands.

Contractor shall c
omply with U.S. DOT laws,
specifically 49 U.S.C. § 303 (often referred to as “section 4(f)), and joint FHWA and FTA regulations, “Parks, Recreation Areas, Wildlife and Waterfowl Refuges, and Historic Sites,” 23 C.F.R. part 774, and referenced in 49 C.F.R. part 622.

130

Rev. 02/2023 FTA Master Agreement dated November 2, 2022 E. Historic Preservation. Contractor shall comply with: (1) U.S. DOT laws, including 49 U.S.C. § 303 (often referred to as “section 4(f)”), which requires certain findings be made before an Award may be undertaken if it involves the use of any land from a historic site that is on or eligible for inclusion on the National Register of Historic Places; (2) federal historic and archaeological preservation requirements of section 106 of the National Historic Preservation Act, as amended, 54 U.S.C. § 30610 8; (3) the Archeological and Historic Preservation Act of 1974, as amended, 54 U.S.C. § 312501 et seq.; (4) U.S. Advisory Council on Historic Preservation regulations, “Protection of Historic Properties,” 36 C.F.R. part 800; and (5) other federal requirements and federal guidance to avoid or mitigate adverse effects on historic properties.

34. CLEAN AIR ACT & FEDERAL WAT ER POLLUTION CONTROL ACT. [These requirements do not apply to contracts and subcontracts under $150,000.]

131

Rev. 02/2023 FTA Master Agreement dated November 2, 2022

37. INTELLECTUAL PROPERTY/PATENT RIGHTS & RIGHTS IN DATA. [These requirements apply to contracts for the performance of experimental, developmental, or research work.]

Rev. 02/2023 FTA Master Agreement dated November 2, 2022 for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government.

G. Contractor shall include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance.

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

41. DBE REQUIREMENTS.
(DBE requirements to be provided by PTD Compliance Section)

133

Rev. 02/2023 FTA Master Agreement dated November 2, 2022

FTA CERTIFICATIONS

EACH CERTIFICATION PROVIDES

INSTRUCTION DESCRIBING WHEN

THE CERTIFICATION IS APPLICABLE

INAPPLICABLE FTA CERTIFICATIONS

MAY BE LEFT BLANK

OFFERS THAT DO NOT INCLUDE

COMPLETED CERTIFICATIONS,

IF APPLICABLE,
WILL BE REJECTED AS NONRESPONSIVE.

134

Rev.
02 /202
3 FTA Master Agreement dated
November 2
, 202
2 DEBARMENT AND SUSPENSION CERTIFICATION

This certification does not apply to contracts and subcontracts under $25,000. Offers that do

not
include this

completed certification
, if applicable,

will be rejected as nonresponsive.

Check one

box below (and provide explanation if necessary)
:

□

The Proposer certifies that the Proposer and its principals:

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

2. Have not, within the preceding three years, been convicted of or had a civil judgment rendered against them for commission of fraud or a cr
iminal offense in connection with
obtaining, attempting to obtain, or performing a public or private agreement or transaction; violation of federal or state antitrust statutes, including those proscribing price fixing between competitors, allocation of cus
tomers between competitors, and bid
rigging; commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; or c
ommission of any other offense indicating a lack of
business integrity or business honesty;

4. Have not, within the preceding three years, had one or more public transactions (federal, state, or local) terminated for cause or default.

OR
–

□

The Proposer is unable to certify to all of the statements in this certification, and attaches its
explanation to this certification. (In the explanation, the Proposer must certify to those statements that can be certified and explain why the other statements cannot be certified.)

The Proposer shall require that the language of this certification be included in the contract

documents for all
subcontractors and material suppliers

at all tiers, and that all subcontractors
and material suppliers

shall certify and disclose accordingly.

S
.

C
.

§§ 3801 et al. are applicable to t
his certification.

Company:

_________________________________________________________________

Name:
____________________________________________________________________

Title:

_____________________________________________________________________

Signature:

_________________________________________________________________

Date:

_____________________________________________________________________

Decals By Design, Inc.

Doris Perkins
Vice-President
135

Rev.
02 /202
3 FTA Master Agreement dated
November 2
, 202
2 BUY AMERICA CERTIFICATION

Th
is certification applies to contracts over $150,000 if they involve the purchase of iron, steel, manufactured goods, or rolling stock.

Offers that
do not include this

completed certification
, if
applicable,

will be rejected as nonresponsive.

If this Offer is valued in excess of $150,000 and
involves the procurement of steel, iron, or
manufactured products (as defined in 49 CFR §§ 661.3 and 661.5),

the Proposer hereby
certifies that it:

□

Will comply
with the requirements of 49 U
.

S
.

C
.

§ 5323(j)(1) and the applicable
regulations in 49 CFR part 661
;

□

Cannot comply the requirements of 49 U
.

S
.

C
.

§ 5323(j) (and 49 CFR part 661) but may
qualify for an exception to the requirements pursuant to 49 U .

S
.

C
.

§ 5323(j)(2), as
amended, and the applicable regulations in 49 CFR § 661.7.

If this Offer is valued in excess of $150,000 and
involves

the procurement of buses or other
rolling stock (including associated equipment),

the Proposer hereby certifies that
it:

□

Will comply with the requirements of 49 U
.

S
.

C
.

§ 5323(j) and the applicable regulations
of 49 CFR § 661.11
;

□

Cannot comply with the requirements of 49 § U
.

S
.

C
.

5323(j) (and 49 CFR § 661.11), but
may qualify for an exception to the requirements co
nsistent with 49 U
.

S
.

C
.

§
5323(j)(2)(C), as amended, and the applicable regulations in 49 CFR § 661.7.

The Proposer certifies or affirms the truthfulness and accuracy of the contents of the statements submitted on or with this
certification. In addition, the Proposer understands and agrees that the provisions of 31 U
.

S
.

C
.

§§

3801 et al. are applicable to this certification

Company:

_________________________________________________________________

Name:
____________________________________________________________________

Title:

_____________________________________________________________________

Signature:

_________________________________________________________________

Date
:

_____________________________________________________________________

X
Decals By Design, Inc.

Doris Perkins
Vice-President
136

Rev.
02 /202
3 FTA Master Agreement dated
November 2
, 202
2 LOBBYING CERTIFICATION

Th
is

certification

do
es

not apply to contracts and subcontracts under $100,000.

Offers that
do

not
include this

completed certification
, if applicable,

will be r
ejected as nonresponsive.

The Proposer certifies that:

1. No federal appropriated funds have been paid or will be paid, by or on behalf of the Proposer, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an emp
loyee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any federal contract, grant, loan, or cooperative agreement.

2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agen cy, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the Proposer shall complete and submit Standard Form -
LLL, “Disclosure
Form

to Report Lobbying,” in accordance with its instructions.

3. The Proposer shall require that the language of this certification be included in the contract

documents for all
subcontractors and material suppliers

at all tiers, and that all
subcontractor
s
and material suppliers

shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for

making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

S
.

C
.

§§

3801 et al. are applicable to th
is certification.

Company:

_________________________________________________________________

Name:
____________________________________________________________________

Title:

_____________________________________________________________________

Signature:

_________________________________________________________________

Date
:

_____________________________________________________________________

Per paragraph 2 above, compl
ete and submit Standard Form
–
LLL, “Disclosure Form to Report
Lobbying,” if applicable.

Decals By Design, Inc.

Doris Perkins
Vice-President
137

Rev.
02 /202
3 FTA Master Agreement dated
November 2
, 202
2 CERTIFICATE OF COMPLIANCE WITH BUS TESTING REQUIREMENT

Th
is certification

appl
ies

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.

Offers that
do

not
include this

completed certification
, if applicable,

will be rejected as nonresponsive.

The Proposer certifies that the bus was tested at the Bus Testing Facility and that the bus received a passing test score as required by 49 CFR Part 665. The applicant has received or will receive the appropriate full Bus Testing Report and any applicabl e partial testing reports
before final acceptance of the first vehicle.

The Proposer understands that misrepresenting the testing status of a vehicle acquired with federal financial assistance may subject the undersigned to civil penalties as outlined in the
Department of Transportation’s regulation on Program Fraud Civil Remedies, 49 CFR Part 31.

In addition, the Proposer understands that FTA may suspend or debar a manufacturer under the procedures in 49

CFR Part 29.

The Proposer certifies or affirms the

truthfulness and accuracy of the contents of the statements submitted on or with this certification. In addition, the Proposer understands and agrees that the provisions of 31 U
.

S
.

C
.

§§

3801 et al. are applicable to this certification.

Company:

________
_________________________________________________________

Name:
____________________________________________________________________

Title:

_____________________________________________________________________

Signature:

_________________________________________________________________

Date
:

_____________________________________________________________________

N/A
138

Rev.
02 /202
3 FTA Master Agreement dated
November 2
, 202
2 TRANSIT VEHICLE MANUFACTUR
ER

DISADVANTAGED BUSINESS ENTERPRISE

CERTIFICATION

This certificate applies to contracts for the purchase of rolling stock.

Offers that
do not include
this

completed certification
, if applicable,

will be rejected as nonresponsive.

The Proposer, a Transit Vehicle Manufacturer, hereby certifies that it has complied with the requirements of 49 CFR
§

26.49 by submitting an annual DBE goal to the Federal Transit Administration (FTA). The goal has eith
er been
approved

or
is pending approval

by FTA.

of 31 U
.

S
.

C
.

§§

3801 et al. are applicable to this certification.

Company:

_________________________________________________________________

Name:
____________________________________________________________________

Title:

_____________________________________________________________________

Signature:

_________________________________________________________________

Date
:

______________________
_______________________________________________

N/A
139

Rev.
02 /202
3 FTA Master Agreement dated
November 2
, 202
2 FEDERAL MOTOR VEHICLE SAFETY STANDARDS CERTIFICATION

This certificate applies to contracts for the purchase of rolling stock.

Offers that
do not include
this
completed certification
, if
applicable,

will be rejected as nonresponsive.

The Proposer certifies that it shall submit, if awarded the Contract: (1) the manufacturer’s FMVSS self
-
certification sticker information that the vehicle complies with relevant FMVSS; or (2) the manufacture
r’s certified statement that the contracted buses will not be subject to FMVSS regulations.

The Proposer certifies or affirms the truthfulness and accuracy of the contents of the statements submitted on or with this certification. In addition, the Propose r understands and agrees that the
provisions of 31 U
.

S
.

C
.

§§

3801 et al. are applicable to this certification.

Company:

_________________________________________________________________

Name:
____________________________________________________________________

Title:

_____________________________________________________________________

Signature:

_________________________________________________________________

Date
:

______________________
_______________________________________________

N/A
140

Rev.
02 /202
3 FTA Master Agreement dated
November 2
, 202
2 TAX LIABILITY CERTIFICATION

This certificate applies to all contracts.

Offers that
do not include this

completed certification

will
be rejected as nonresponsive.

The Proposer certifies that:

1. I
t has no
unpaid federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting

the tax liability;

2. I
t has not been convicted of a felony criminal violation under any federal law within the preceding 24 months; and

3. I
t shall require that the language of this certification be included in the award documents for all subcontractors and material suppliers at all tiers, and that all subcontractors and material suppliers shall certify and disclose accordingly.

The Proposer
certifies or affirms the truthfulness and accuracy of the contents of the statements submitted on or with this certification. In addition, the Proposer understands and agrees that the provisions of 31 U
.

S
.

C
.

§§

3801 et al. are applicable to this certificat
ion.

Company:

_________________________________________________________________

Name:
____________________________________________________________________

Title:

_____________________________________________________________________

Signature:

_________________________________________________________________

Date
:

_____________________________________________________________________

Decals By Design, Inc.

Doris Perkins
Vice-President
141
RFP w/Prevailing Wage Rev 1221
1 CONTRACT SERVICES AGREEMENT

RECITALS:

A. The CITY wishes to retain the services of an experienced and qualified CONTRACTOR to Insert brief description of services.

B. In order to obtain the desired services, the CITY has circulated its Request for Proposals for Insert brief title of RFP, RFP No. Insert RFP No. (the “RFP”).

AGREEMENT:

2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through .

3. COMPENSATION
A. CONTRACTOR’s Fee.

For services rendered pursuant to this Agreement, CONTRACTOR will be paid in accordance with the compensation schedule set forth in the Proposal, provided, however, that in no event will the total amount of money paid the CONTRACTOR, for services initially contemplated by this Agreement, exceed the sum of $insert dollar amount (“Agreement Sum”), if first approved in writing by CITY.

B. Schedule of Payment.

Provided that the CONTRACTOR is not in default under the terms of this Agreement, upon presentation of an invoice, CONTRACTOR will be paid the fees described in Paragraph 3.A. above, according to the Type text here
142
RFP w/Prevailing Wage Rev 1221
2 Compensation Schedule. Payment will be due within 30 days after the date of the invoice.

4. TERMINATION OF AGREEMENT
A. Termination by CITY for Convenience.

1. CITY may, at any time, terminate the Agreement for CITY’s convenience and without cause.

2. Upon receipt of written notice from CITY of such termination for CITY’s convenience, CONTRACTOR will:

B. Termination for Cause.

2. In the event this Agreement is terminated for cause by the default of the CONTRACTOR, the CITY may, at the expense of the
CONTRACTOR and its surety, complete this Agreement or cause it to be completed. Any check or bond delivered to the CITY in connection with this Agreement, and the money payable thereon, will be forfeited to and remain the property of the CITY. All moneys due the CONTRACTOR under the terms of this Agreement will be retained by the CITY, but the retention will not release the CONTRACTOR and its surety from liability for the default. Under these circumstances, however, the CONTRACTOR and its surety will be credited with the amount of money retained, toward any 143
RFP w/Prevailing Wage Rev 1221
3 amount by which the cost of completion exceeds the Agreement Sum and any amount authorized for extra services.

C. Termination for Breach of Law.

6. RETENTION OF FUNDS
CONTRACTOR authorizes CITY to deduct from any amount payable to CONTRACTOR (whether or not arising out of this Agreement) any amounts the payment of which may be in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or damages suffered by CITY, and all amounts 144
RFP w/Prevailing Wage Rev 1221
4 for which CITY may be liable to third parties, by reason of CONTRACTOR’s acts or omissions in performing or failing to perform CONTRACTOR’s obligations under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by CONTRACTOR, or any indebtedness exists that appears to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of CONTRACTOR to insure, indemnify, and protect CITY as elsewhere provided in this Agreement.

Representative 1
Representative 2

9. INDEPENDENT CONTRACTOR
CONTRACTOR is, and at all times will remain as to CITY, a wholly independent contractor. Neither CITY nor any of its agents will have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as otherwise set forth in this Agreement. CONTRACTOR’s agents and employees are not and shall not be considered employees of CITY for any purpose. CONTRACTOR may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY. CITY has no duty, obligation, or responsibility to CONTRACTOR’s agents or employees under the Affordable Care Act. CONTRACTOR is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to CONTRACTOR’s agents and employees. CITY is not responsible and shall not be held liable for CONTRACTOR’s failure to comply with CONTRACTOR’s duties, obligations, and responsibilities under the Affordable Care Act.

CONTRACTOR agrees to defend, indemnify and hold CITY harmless for any and all taxes and penalties that may be assessed against CITY as a result of 145
RFP w/Prevailing Wage Rev 1221
5 CONTRACTOR’s obligations under the Affordable Care Act relating to CONTRACTOR’s agents and employees.

10. BUSINESS LICENSE
The CONTRACTOR must obtain a City business license prior to the start of work under this Agreement, unless CONTRACTOR is qualified for an exemption.

11. OTHER LICENSES AND PERMITS
CONTRACTOR warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this Agreement.

15. PREVAILING WAGE

All Services rendered pursuant to this agreement must be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws 146
RFP w/Prevailing Wage Rev 1221
6 of City and any Federal, State, or local governmental agency of competent jurisdiction. Contractor is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as of California Code of Regulations, Title 8, Sections 1600, et seq., (collectively, the “Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “Public works” and “Maintenance” projects. If the Services are being performed as part of an applicable “Public works” or “Maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is ONE THOUSAND DOLLARS ($1,000) or more, Contractor agrees to fully comply with the Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of payroll records and the employment of apprentices.

Contractor will defend (with counsel selected by City), indemnify, and hold City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It is agreed by the parties that, in connection with performance of the Services, including, without limitation, any and all “Public works” (as defined by the Prevailing Wage Laws), Contractor will bear all risks of 147
RFP w/Prevailing Wage Rev 1221
7 payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Contractor acknowledges and agrees that it will be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with those laws. Contractor will require the same of all subcontractors.

Payment by CITY is not a condition precedent to enforcement of this indemnity.

A. CONTRACTOR and its subcontractors must maintain at its sole expense for the duration of this contract the following insurance, which will be full coverage not subject to self-insurance provisions:
148
RFP w/Prevailing Wage Rev 1221
8 1. Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:

(a) Primarily Bodily Injury with limits of at least $500,000 per person, $1,000,000 per occurrence; and

(b) Primary Property Damage of at least $250,000 per
occurrence; or

B. The insurance provided by CONTRACTOR will be primary and non- contributory.

E. Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the CITY.

149
RFP w/Prevailing Wage Rev 1221
9 F. CONTRACTOR must include all subcontractors as insureds under its policies or must furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors will be subject to all of the requirements of this Paragraph 18.

H. The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of the CONTRACTOR.

I. CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

J. Self-insured retentions must be declared to and approved by the CITY.

20. CONFLICT OF INTEREST
150
RFP w/Prevailing Wage Rev 1221
10 A. No officer or employee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relating to the Agreement that affects the officer or employee’s financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation.

21. NOTICE
A. All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:

1. Personal delivery. When personally delivered to the recipient:
notice is effective on delivery.

3. Certified mail. When mailed certified mail, return receipt requested:
notice is effective on receipt, if delivery is confirmed by a return receipt.

6. Addresses for purpose of giving notice are as follows:

151
RFP w/Prevailing Wage Rev 1221
11 CONTRACTOR Contractor's Name and Address

Fax: Insert Fax Number

CITY: City Clerk
City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Fax: (310) 618-2931

C. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this Agreement.

26. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement. 152
RFP w/Prevailing Wage Rev 1221
12 27. GOVERNING LAW; JURISDICTION
This Agreement will be administered and interpreted under the laws of the State of California. Jurisdiction of any litigation arising from the Agreement will be in Los Angeles County, California.

29. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default will impair the right or remedy or be construed as a waiver.

31. EXHIBITS
All exhibits identified in this Agreement are incorporated into the Agreement by this reference.

33. PUBLIC RECORDS ACT
Any documents submitted by the CONTRACTOR; all information obtained in connection with the CITY’s right to audit and inspect the CONTRACTOR’s documents, books, and accounting records pursuant to paragraph 14 Contractor’s Accounting Records; Other Project Records; as well as those documents which were required to be submitted in response to the Request for Proposals (RFP) used in the solicitation process for this Contract, become the exclusive property of the City. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those 153
RFP w/Prevailing Wage Rev 1221
13 elements in the California Government Code Section 6250 et seq. (Public Records Act) and which are marked “trade secret”, “confidential”, or “proprietary”.

CITY OF TORRANCE,
a municipal corporation

_______________________________
Patrick J. Furey, Mayor

Firm Name
Type of Entity

By:________________________________
Signer
Title
ATTEST:

_______________________________
Rebecca Poirier, MMC
City Clerk

APPROVED AS TO FORM:

PATRICK Q. SULLIVAN
City Attorney

By: ____________________________

Attachments: Exhibit A Request for Proposals
Exhibit B Proposal

Rev. 1221

Doris Perkins
Vice-President
154
RFP w/Prevailing Wage Rev 1221
14 EXHIBIT A

REQUEST FOR PROPOSALS

[To be attached]

155
RFP w/Prevailing Wage Rev 1221
15 EXHIBIT B

PROPOSAL

[To be attached]

156

Torrance City CouncilDecember 2, 2025

Torrance City Council
December 2, 2025