West Sacramento City Council
June 17, 2026

to provide landscape architectural and design services for the Bryte Park Master Plan Implementation Project (CIP 62138).

The final project design includes significant park improvements, including upgraded athletic facilities, recreation amenities, circulation and accessibility improvements, landscaping, lighting, and multiple new restroom facilities to support the planned park programming and public use.

On March 18, 2026, the City Council awarded a construction contract to Robert A. Bothman Construction for the construction improvements associated with the Bryte Park Master Plan Implementation Project.

As part of final project implementation, the City identified an opportunity to directly procure the project’s four prefabricated restroom buildings through a cooperative purchasing agreement with the Public Restroom Company, utilizing Sourcewell Contract No. 052725-PRM. The Public Restroom Company’s scope includes fabrication, delivery, and installation of restroom buildings, while associated site preparation, utility infrastructure, and final utility connections will be completed under the existing construction contract.

ANALYSIS
The Bryte Park Master Plan Implementation Project includes four prefabricated restroom buildings intended to support the park’s expanded recreational programming, athletic facilities, and anticipated public use. Due to the size, complexity, and specialized nature of these prefabricated structures, staff evaluated procurement options to determine the most efficient and cost-effective delivery approach.

Prefabricated restroom buildings require substantial fabrication lead times, specialized manufacturing, and coordination between off-site production and on-site installation activities. Procuring these buildings directly through the manufacturer allows the City to secure production scheduling earlier, establish cost certainty for the restroom structures, and reduce the risk of pricing escalation associated with delayed procurement.

Additionally, the restroom buildings included in the approved project design were specifically selected by the project design consultant, Verde Design, Inc., as the basis-of-design prefabricated restroom structures for the Bryte Park Master Plan Implementation Project. Direct procurement from the manufacturer ensures consistency with the approved design documents, avoids potential redesign or substitution review impacts, and maintains compatibility with the overall construction sequencing and site integration requirements.

Direct procurement also allows the City to avoid general contractor markups that would otherwise be applied if the restroom buildings were procured as a subcontracted component of the larger construction contract. Given the significant cost of the restroom facilities, staff determined that direct owner procurement provides a more cost-effective and efficient delivery method while maintaining alignment with the approved project design.

The City intends to utilize the Public Restroom Company through Sourcewell Cooperative Purchasing Contract No. 052725-PRM, which provides competitively solicited cooperative purchasing pricing available to participating public agencies. Use of cooperative purchasing is authorized under City purchasing policies and provides an efficient procurement mechanism while maintaining competitive pricing.

The Public Restroom Company’s scope includes fabrication, delivery, and installation of the four prefabricated restroom buildings. Associated site preparation, utility infrastructure, building pads/foundations, and final utility tie-ins will be completed under the existing Bryte Park construction contract with Robert A. Bothman Construction to ensure integration with the broader site improvements and construction sequencing.

The Public Restroom Company submitted proposals for the four restroom structures, as shown in Table 1.

Table 1. Public Restroom Company Proposal Summary
Building Amount
Building A $1,008,799
Building C $1,401,126
Building D $792,096
Building E $781,835
Total $3,983,856
Staff reviewed the proposals and determined the pricing to be consistent with the project’s design requirements and cooperative purchasing contract pricing.
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Approval of this contract will allow fabrication activities to begin promptly, reducing schedule risk to the overall Bryte Park Master Plan Implementation Project and supporting timely delivery of the restroom facilities in coordination with ongoing site construction.

Environmental Considerations
On October 5, 2016, the City Council approved the Bryte Park Master Plan Improvements Mitigated Negative Declaration (MND) and Mitigation Monitoring and Reporting Program. A CEQA Addendum to the MND was filed with the State Clearinghouse on March 5, 2026, to address refinements associated with implementation of the Bryte Park Master Plan Implementation Project.

The environmental impacts associated with the purchase, delivery, and installation of the prefabricated restroom buildings are within the scope of the previously approved Bryte Park Master Plan Implementation Project and were analyzed in the previously adopted MND and CEQA Addendum. Approval of this contract does not constitute a substantial change to the project, nor are there substantial changes in circumstances or new information of substantial importance that would require subsequent environmental review pursuant to Public Resources Code Section 21166 and State CEQA Guidelines Sections 15162 and 15164.

Federal National Environmental Policy Act (NEPA) and Section 106 reviews required for applicable grant funding have also been completed in accordance with grant requirements.

Commission Recommendation
The Parks, Recreation & Intergenerational Services (PRIS) commission is supportive of the project and has encouraged staff to seek partnership opportunities and funding strategies to help fill the funding gap needed to fully implement the plan.

Strategic Plan Integration
The Bryte Park Master Plan Implementation Project aligns with the City’s 2025 Strategic Plan Management Agenda High Priority item: “Parks and Open Space – Provide diverse outdoor options for recreation and community with nature at any age”. It also aligns with the City’s 2025 Strategic Plan Action Agenda: Policy Agenda - Bryte Park Master Plan Implementation.

Alternatives
As alternatives to the recommended action, the Council could:
1) Approve the recommended actions as described above in this report. 2) Reject the recommended actions, or direct staff to alter the project. 3) Defer or cancel the project.

Alternatives 2 and 3 are discouraged, as they would delay procurement of the prefabricated restroom buildings and increase schedule risk to the overall Bryte Park Master Plan Implementation Project. Delayed procurement may result in increased costs due to fabrication lead times, material pricing escalation, and the need to pursue alternative procurement methods or product substitutions that could impact the approved project design and construction sequencing. Delaying this procurement could also affect timely delivery of restroom facilities needed to support the planned improvements and anticipated public use.

Approval of the recommended action supports efficient project delivery, maintains consistency with the approved basis-of-design selected by the project design consultant, and helps ensure timely implementation of the Bryte Park Master Plan improvements for the community.

Coordination and Review
This report was completed in coordination with the Capital Projects, Parks and Recreation, and Finance Departments.

Budget/Cost Impact
The Bryte Park Master Plan Implementation Project (CIP 62138) is funded through a combination of local, state, and external funding sources, including California State Parks Outdoor Recreation Legacy Partnership (ORLP) grant funding and Enhanced Infrastructure Financing District No. 1 (EIFD).

The proposed contract with the Public Restroom Company in the amount of $3,983,856 is a planned component of the overall Bryte Park Master Plan Implementation Project and was accounted for as part of the project delivery strategy during development of the construction contract. Associated site preparation, utility infrastructure, and 484 BPMP Implementation Project Public Restroom Company Contract Award (CIP 62138) June 17, 2026

final utility connections for the prefabricated restroom buildings remain included within the existing construction contract for the project.

Approval of the recommended action does not require additional project appropriation at this time and is not expected to result in any additional General Fund impact beyond previously identified funding commitments.

ATTACHMENTS

1. CPC26-158 Public Restroom Company Contract

2. Vicinity Map
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Table of Contents

1. SCOPE OF SERVICES: ..................................................................................................3

2. TERM OF CONTRACT ....................................................................................................3

3. COMPENSATION: ............................................................................................................4

4. TERMINATION: .................................................................................................................5

6. EXTENSIONS OF TIME: .................................................................................................6

7. PROPERTY OF CITY:......................................................................................................6

8. COMPLIANCE WITH ALL LAWS: ..................................................................................6

9. WARRANTIES AND RESPONSIBILITIES - CONSULTANT: ....................................7

10. SUBCONTRACTING: .......................................................................................................7

11. ASSIGNABILITY: ..............................................................................................................9

12. INTEREST IN CONTRACT: ............................................................................................9

13. MATERIALS CONFIDENTIAL: .....................................................................................10

14. LIABILITY OF CONSULTANT-NEGLIGENCE: ..........................................................10

15. INDEMNITY AND LITIGATION COSTS: .....................................................................11

16. CONSULTANT TO PROVIDE INSURANCE: .............................................................11

17. MISCELLANEOUS PROVISIONS: ..............................................................................13 EXHIBIT A ....................................................................................................................................18 Consultant Proposal/Scope of Work ...................................................................................18 EXHIBIT B ....................................................................................................................................19 Schedule of Performance .......................................................................................................19 EXHIBIT C ....................................................................................................................................20 CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700 ......................................20 [Labor Code § 1861] .................................................................................................................20 EXHIBIT D ....................................................................................................................................21 LABOR COMPLIANCE .............................................................................................................21 486
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1. The Work contemplated herein constitutes a public work within the meaning of Labor Code sections 1720 and 1771. It shall be mandatory upon the Consultant and upon any Subcontractor, to pay not less than the said specified prevailing rates of wages to all workers employed by them under the Contract in accordance with Labor Code section 1774. The Director of the Department of Industrial Relations ("DIR") of the State of California has determined the general prevailing rate of wages of per diem wages in the locality in which the work is to be performed for each craft or type of worker needed to execute the Contract. The Consultant acknowledges that it has examined the prevailing rate of per diem wages as established by the DIR. Copies of the current schedules for prevailing wages are on file at City Hall, and the contents of those schedules are incorporated herein as if set forth in full. The Consultant shall post a copy of the applicable prevailing wage determinations at each job site, along with any other work place posters required by law. .....................................................................................21 B. The City will not recognize any claims for additional compensation because of the payment of prevailing wages. The possibility of wage increases is one of the elements to be considered by the Consultant in determining its proposal, and will not under any circumstances be considered as the basis of a claim against the City.........................................................................................................................21 C. By executing this Contract Consultant warrants that it has registered with the Department of Industrial Relations in accordance with Labor Code section 1725.5. ................................................21 EXHIBIT E ....................................................................................................................................23 Outdoor Recreation Legacy Partnership Program Grant ..............................................23 EXHIBIT F ....................................................................................................................................24 FEDERAL CONTRACT PROVISIONS ...................................................................................24 487
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THIS CONTRACT is made on June 17, 2026, by and between the CITY OF WEST SACRAMENTO (“City”), and The Public Restroom Company (“Consultant”).

WITNESSETH:

WHEREAS, the City desires the purchase, delivery, and installation of four (4) premanufactured buildings for the Bryte Park Master Plan Implementation project; WHEREAS, the Consultant has presented a proposal for such services to the City, dated April 20th, 2026, (attached hereto as Exhibit “A”) and is duly licensed, qualified and experienced to perform those services;
NOW, THEREFORE, the parties hereto mutually agree as follows:

1. SCOPE OF SERVICES:

The parties acknowledge that Consultant’s primary role under this Agreement is as a manufacturer and supplier of prefabricated modular restroom buildings, including limited coordination and installation services, and not as a licensed architect, engineer of record for site-built improvements, or general contractor for the overall project. Consultant shall do all work, attend all meetings, produce all reports and carry out all activities necessary to completion of the services described in Exhibit “A” This Contract and its exhibits shall be known as the “Contract Documents.” Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. In the event of conflict between terms contained in these Contract Documents, the more specific term shall control. If any portion of the Contract Documents shall be in conflict with any other portion, provisions contained in the Contract shall govern over conflicting provisions contained in the exhibits to the Contract.

A. Consultant enters into this Contract as an independent contractor and not as an employee of the City. The Consultant shall have no power or authority by this Contract to bind the City in any respect. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Consultant are employees, agents, contractors or subcontractors of the Consultant and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Consultant by any such employees, agents, contractors or subcontractors, or any other person resulting from performance of this Contract.

B. The Consultant agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research.

2. TERM OF CONTRACT
The services of Consultant are to commence upon execution of this Contract by the City, and shall be undertaken and completed in accordance with the Schedule of Performance attached hereto and incorporated herein by this reference as Exhibit “B” and terminate on 06/30/2028.

B. Consultant’s failure to complete work in accordance with the Schedule of Performance may result in delayed compensation as described in Section 3. 488
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C. The City Manager or his or her designee may, by written instrument signed by the Parties, extend the duration of this Contract for two additional 1-year terms in the manner provided in Section 5, provided that the extension does not require the payment of compensation in excess of the maximum compensation set forth in Section 3, Compensation.

3. COMPENSATION:

A. The Consultant shall be paid monthly for all time and materials required and expended, but in no event shall total compensation exceed three million nine hundred eighty three thousand eight hundred fifty six dollars ($3,983,856), without City’s prior written approval. Consultant's fees shall be as specified in the Schedule of Fees, which is attached hereto an incorporated herein as Exhibit "A".

B. Said amount shall be paid upon submittal of a monthly billing showing completion of the tasks that month. Consultant shall furnish City with invoices for all expenses as well as for all materials authorized by this Contract. The invoices shall be submitted with the monthly billings. If Consultant’s performance is not in conformity with the Schedule of Performance, payments may be delayed or denied, unless the Consultant’s failure to perform in conformity with the Schedule of Performance is a documented result of the City’s failure to conform with the Schedule of Performance, or if the Schedule of Performance is extended pursuant to Section 5.

C. If the work is halted at the request of the City, compensation shall be based upon the proportion that the work performed bears to the total work required by this Contract, subject to Section 4.

C. Allowable Costs and Payments
a. The method of payment for this AGREEMENT will be based on lump sum. The total lump sum price paid to CONSULTANT will include compensation for all work and deliverables, including travel and equipment described in Article III Statement of Work. No additional compensation will be paid to CONSULTANT, unless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between CONSULTANT and LOCAL AGENCY. Adjustment in the total lump sum compensation will not be effective until authorized by AGREEMENT amendment and approved by LOCAL AGENCY.
b. Progress payments may be made monthly in arrears based on the percentage of work completed by CONSULTANT. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT in accordance with the provisions of Article VI termination. c. CONSULTANT shall not commence performance of work or services until this AGREEMENT has been approved by LOCAL AGENCY and notification to proceed has been issued by LOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval of any work, or for any work performed prior to approval of this AGREEMENT.
d. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and project title. Final invoice must contain the final cost and all credits 489
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due LOCAL AGENCY that include any equipment purchased under the provisions of Article XI Equipment Purchase.
e. The final invoice must be submitted within sixty (60) calendar days after completion of CONSULTANT’s work unless a later date is approved by the LOCAL AGENCY. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:

CITY OF WEST SACRAMENTO CONTRACT ADMINISTRATOR
Nikki Allison
1110 West Capitol Ave
West Sacramento, CA 95691
[email protected]

f. The total amount payable by LOCAL AGENCY shall not exceed $3,983,856.

D. PROMPT PAYMENT FROM LOCAL AGENCY TO CONSULTANT
a. The LOCAL AGENCY shall make all project progress payment within 30 days after receipt of an undisputed and properly submitted payment request from CONSULTANT on a professional service contract. If the LOCAL AGENCY fails to pay promptly, the LOCAL AGENCY shall pay interest to the CONSULTANT, which accrues at the rate of 10 percent per annum on the principal amount of a money judgment remaining unsatisfied and pro-rated as necessary. Upon receipt of the payment request, the LOCAL AGENCY shall act in accordance with both of the following:
i. The LOCAL AGENCY shall review each payment request as soon as feasible after receipt to verify it is a proper payment request. ii. The LOCAL AGENCY must return any payment request deemed improper by the LOCAL AGENCY to the CONSULTANT as soon as feasible, but not later than seven (7) days, after receipt. A request returned pursuant to this paragraph shall include documentation setting forth in writing the reasons why it is an improper payment request.

E. PROMPT PAYMENT CERTIFICATION
a. The CONSULTANT must submit Exhibit 9-P to the LOCAL AGENCY administering the contract by the 15th of the month following the month of any payment(s). If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P. b. The LOCAL AGENCY must verify all Exhibit 9-P information, monitor compliance with prompt payment requirements for DBE and non-DBE firms, and address any shortfalls to the DBE commitment and prompt payment issues until the end of the project. The LOCAL AGENCY must email a copy of Exhibit 9-P to [email protected] before the end of the month after receiving the Exhibit 9-P from the CONSULTANT.

4. TERMINATION:

A. This Contract may be terminated by either party, provided that the other party is given not less than 30 calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate.

B. The City may temporarily suspend this Contract, at no additional cost to City, provided that the Consultant is given written notice (delivered by certified mail, return receipt 490
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requested) of temporary suspension. If City gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this Contract.

C. Notwithstanding any provisions of this Contract, Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by Consultant, and the City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due the City from Consultant is determined.

D. In the event of termination, the Consultant shall be compensated as provided for in this Contract, except as provided in Section 4.C. Upon termination, the City shall be entitled to all work, including but not limited to, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date in accordance with Section 7 hereof.

5. AMENDMENTS, CHANGES OR MODIFICATIONS:

Amendments, changes or modifications in the terms of this Contract may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties hereto.

CONSULTANT shall only commence work covered by an amendment after the amendment is executed and notification to proceed has been provided by LOCAL AGENCY’s Contract Administrator.

There shall be no change in CONSULTANT’s Project Manager or members of the project team, as listed in the approved Cost Proposal, which is a part of this AGREEMENT without prior written approval by LOCAL AGENCY’s Contract Administrator

6. EXTENSIONS OF TIME:

Consultant may, for good cause, request extensions of time for delays caused by permitting agencies, utility providers, weather, force majeure events, site readiness issues, owner-requested changes, delayed reviews, delayed approvals, labor shortages, transportation constraints, or other causes beyond Consultant’s reasonable control. Such extensions shall be authorized in advance by the City in writing and shall be incorporated in written amendments to this Contract or the attached Work Program in the manner provided in Section 5.

Consultant, shall not be responsible for liquidated damages, delay damages, acceleration costs, or consequential damages arising from delays beyond consultant’s reasonable control.

7. PROPERTY OF CITY:

A. It is mutually agreed that all materials prepared by the Consultant under this Contract shall become the property of the City, and the Consultant shall have no property right therein whatsoever. Immediately upon termination, the City shall be entitled to, and the Consultant shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials as may have been prepared or accumulated to date by the Consultant in performing this Contract which is not Consultant’s privileged information, as defined by law, or Consultant’s personnel information, along with all other property belonging exclusively to the City which is in the Consultant’s possession.

8. COMPLIANCE WITH ALL LAWS:
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A. Consultant shall comply with all applicable laws, ordinances, and codes of federal, State and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract.

B. Consultant warrants to the City that it is licensed by all applicable governmental bodies to perform this Contract and will remain so licensed throughout the progress of the Work, and that it has, and will have, throughout the progress of the Work, the necessary experience, skill and financial resources to enable it to perform this Contract.

C. The work contemplated under this Contract is a public work for the purposes of Labor Code section 1720, and is subject to the payment of prevailing wages. Accordingly, Consultant shall comply with the provisions of Exhibit "C".

D. This Contract is funded in whole in part through grant funds received under the following grant[s]: Outdoor Recreation Legacy Partnership Program (the “Grant”), the terms of which are incorporated herein. Copies of the Grant and any related materials have been made available to Consultant, and Consultant shall ensure that its performance under this Contract, and that of any subcontractors, conforms to the requirements of the Grant. These requirements include, but are not necessarily limited to, compliance with the terms set forth in Exhibit E.

9. WARRANTIES AND RESPONSIBILITIES - CONSULTANT:

A. Consultant agrees and represents that it is qualified to properly provide the services set forth in Exhibit “A” in a manner which is consistent with the generally accepted standards of Consultant’s profession.

B. Consultant agrees and represents that the work performed under this Contract shall be in accordance with applicable federal, State and local law in accordance with Section 17A hereof.

C. Consultant shall designate a project manager who at all times shall represent the Consultant before the City on all matters relating to this Contract. The project manager shall continue in such capacity unless and until he or she is removed at the request of the City, is no longer employed by Consultant, or is replaced with the written approval of the City, which approval shall not be unreasonably withheld.

D. Consultant shall provide corrective services for defects directly caused by PRC’s failure to comply with the contract requirements, provided such defects are reported within the applicable warranty period. Should Consultant fail or refuse to perform promptly its obligations, the City may render or undertake performance thereof and the Consultant shall be liable for any expenses thereby incurred.

10. SUBCONTRACTING:

None of the services covered by this Contract shall be subcontracted without the prior written consent of the City, which will not be unreasonably withheld. Consultant shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Consultant.

Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between the LOCAL AGENCY and any Subconsultants, and no subagreement shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to the LOCAL AGENCY for the acts and 492 The Public Restroom Company
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omissions of its Subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the CONSULTANT. The CONSULTANT's obligation to pay its Subconsultants is an independent obligation from the LOCAL AGENCY's obligation to make payments to the CONSULTANT.

The CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by the LOCAL AGENCY Contract Administrator, except that which is expressly identified in the CONSULTANT’s approved Cost Proposal.

Any subagreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subconsultants unless otherwise noted.

CONSULTANT shall pay its Subconsultants within Fifteen (15) calendar days from receipt of each payment made to the CONSULTANT by the LOCAL AGENCY.

Any substitution of Subconsultants must be approved in writing by the LOCAL AGENCY Contract Administrator in advance of assigning work to a substitute Subconsultant.

Prompt Progress Payment
CONSULTANT or subconsultant shall pay to any subconsultant, not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allowed CONSULTANT on account of the work performed by the subconsultants, to the extent of each subconsultant’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made.

In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-DBE subconsultants.

Prompt Payment of Withheld Funds to Subconsultants
The LOCAL AGENCY may hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY, of the contract work, and pay retainage to CONSULTANT based on these acceptances.

The LOCAL AGENCY shall designate one of the methods below in the contract to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant.

The LOCAL AGENCY shall hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY of the contract work and pay retainage to CONSULTANT based on these acceptances.

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and accepted including incremental acceptances of portions of the contract work by the LOCAL AGENCY. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT; deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and non-DBE subconsultants.

Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subcontract performance, or noncompliance by a subconsultant

11. ASSIGNABILITY:

Consultant shall not assign or transfer any interest in this Contract whether by assignment or novation, without the prior written consent of the City which will not be unreasonably withheld.

However, claims for money due or to become due Consultant from the City under this Contract may be assigned to a financial institution, or to a trustee in bankruptcy, without such approval.

Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City.

12. INTEREST IN CONTRACT:

Consultant covenants that neither it, nor any of its employees, agents, contractors, subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Contract, nor any other interest which would conflict in any manner or degree with the performance of its services hereunder. Consultant shall make all disclosures required by the City’s conflict of interest code in accordance with the category designated by the City, unless the City Manager determines in writing that Consultant’s duties are more limited in scope than is warranted by the category designated by the City code and that a narrower disclosure category should apply. Consultant also agrees to make disclosure in compliance with the City conflict of interest code if, at any time after the execution of this Contract, City determines and notifies Consultant in writing that Consultant’s duties under this Contract warrant greater disclosure by Consultant than was originally contemplated. Consultant shall make disclosures in the time, place and manner set forth in the conflict of interest code and as directed by the City.

A. During the term of this AGREEMENT, the CONSULTANT shall disclose any financial, business, or other relationship with LOCAL AGENCY that may have an impact upon the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project which will follow.

B. CONSULTANT certifies that it has disclosed to LOCAL AGENCY any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this AGREEMENT. CONSULTANT agrees to advise LOCAL AGENCY of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this AGREEMENT. CONSULTANT 494 The Public Restroom Company
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further agrees to complete any statements of economic interest if required by either LOCAL AGENCY ordinance or State law.

C. The CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this AGREEMENT.

D. The CONSULTANT hereby certifies that the CONSULTANT or subconsultant and any firm affiliated with the CONSULTANT or subconsultant that bids on any construction contract or on any Agreement to provide construction inspection for any construction project resulting from this AGREEMENT, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise

13. MATERIALS CONFIDENTIAL:

Consultant may reference the completed project in its marketing materials, project lists, award submissions, website, and promotional content unless otherwise prohibited by law or conflict with the confidentiality requirements as defined in this Section 13.

All of the materials prepared or assembled by Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order.

All financial, statistical, personal, technical, or other data and information relative to LOCAL AGENCY’s operations, which are designated confidential by LOCAL AGENCY and made available to CONSULTANT in order to carry out this AGREEMENT, shall be protected by CONSULTANT from unauthorized use and disclosure.

Permission to disclose information on one occasion, or public hearing held by LOCAL AGENCY relating to the AGREEMENT, shall not authorize CONSULTANT to further disclose such information, or disseminate the same on any other occasion.

CONSULTANT shall not comment publicly to the press or any other media regarding the AGREEMENT or LOCAL AGENCY’s actions on the same, except to LOCAL AGENCY’s staff, CONSULTANT’s own personnel involved in the performance of this AGREEMENT, at public hearings, or in response to questions from a Legislative committee.

CONSULTANT shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this AGREEMENT without prior review of the contents thereof by LOCAL AGENCY, and receipt of LOCAL AGENCY’S written permission.

Any subcontract entered into as a result of this contract shall contain all of the provisions of this Article.

14. LIABILITY OF CONSULTANT-NEGLIGENCE:

Consultant shall be responsible for performing the work under this Contract in a manner which is consistent with the generally-accepted standards of the Consultant’s profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk 495 The Public Restroom Company
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to Consultant or its employees, agents, contractors or subcontractors.

15. INDEMNITY AND LITIGATION COSTS:

Consultant shall indemnify, defend, and hold harmless the City, its officers, officials, agents, and employees against all claims, damages, demands, liability, costs, losses and expenses, including without limitation court costs and reasonable attorneys’ fees, arising from Consultant's negligent acts or negligent failure to act, errors, omissions or willful misconduct incident to the performance of this Contract except such loss or damage caused by the active negligence, sole negligence, or willful misconduct of the City. The provisions of this paragraph shall survive termination or suspension of this Contract.

Article XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR If claims are filed by LOCAL AGENCY’s construction contractor relating to work performed by CONSULTANT’s personnel, and additional information or assistance from CONSULTANT’s personnel is required in order to evaluate or defend against such claims; CONSULTANT agrees to make its personnel available for consultation with LOCAL AGENCY’S construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.

CONSULTANT’s personnel that LOCAL AGENCY considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from LOCAL AGENCY Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for CONSULTANT’s personnel services under this AGREEMENT.

Services of CONSULTANT’s personnel in connection with LOCAL AGENCY’s construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this AGREEMENT in order to resolve the construction claim

16. CONSULTANT TO PROVIDE INSURANCE:

A. Consultant shall not commence any work before obtaining, and shall maintain in force at all times during the duration and performance of this Contract, the policies of insurance specified in this Section. Such insurance must have the approval of the City as to limit, form, and amount, and shall be placed with insurers with a current A.M. Best’s rating of no less than A VII (an NR rating is acceptable for Worker’s Compensation insurance written with the State Compensation Insurance Fund of California).

B. Prior to execution of this Contract and prior to commencement of any work, the Consultant shall furnish the City with certificates of insurance and copies of endorsements providing evidence of coverage for all policies required by the Contract. The Consultant and its contractors and subcontractors shall, at their expense, maintain in effect at all times during the performance of work under the Contract not less than the following coverage and limits of insurance, which shall be maintained with insurers and under forms of policy satisfactory to the City. The maintenance by Consultant and its contractors and subcontractors of the following coverage and limits of insurance is a material element of this Contract. The failure of Consultant or of any of its contractors or subcontractors to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of this Contract.

Approval of the insurance by the City shall not relieve or decrease any liability of Consultant.

1. Worker’s Compensation and Employer’s Liability Insurance

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a. Worker’s Compensation - Insurance to protect the Consultant, its contractors and subcontractors from all claims under Worker’s Compensation and Employer’s Liability Acts, including Longshoremen’s and Harbor Worker’s Act (“Acts”), if applicable. Such coverage shall be maintained, in type and amount, in strict compliance with all applicable state and Federal statutes and regulations. The Consultant shall execute a certificate in compliance with Labor Code Section 1861, on the form provided in the Contract Documents. b. Consultant shall provide a Waiver of Subrogation endorsement in favor of the City, its officers, officials, employees, agents and volunteers for losses arising from work performed by the Consultant.

2. Commercial General Liability Insurance
a. The insurance shall be provided on form CG0001, or its equivalent, and shall include coverage for claims for bodily injury or property damage arising out of premises/operations, products/completed operations, contractual liability, and subconsultant’s work and personal and advertising injury resulting from actions, failures to act, or operations of the insured, or by its employees or agents, or by anyone directly or indirectly employed by the insured. The amount of insurance coverage shall not be less than $2,000,000.00 per occurrence and $4,000,000 general and products/completed operations aggregates. b. The commercial general liability insurance shall also include the following:
i. Endorsement equivalent to CG 2010 0714 naming
the City, its officers, officials, employees, agents, and volunteers as additional insureds. The endorsement shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers.
ii. Endorsement stating insurance provided to the City shall be primary as respects the City, its officers, officials, employees and any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it, to the payment or satisfaction of any defense expenses, loss, or judgment.
iii. Provision or endorsement stating that the Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

3. Commercial Automobile Insurance
a. The insurance shall include, but shall not be limited to, coverage for claims for bodily injury or property damage for owned, non-owned, and hired automobiles resulting from actions, failures to act, or operations of the insured, or by its employees or agents, or by anyone directly or indirectly employed by the insured. The amount of insurance coverage shall not be less than $2,000,000.00 per accident.
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b. The commercial automobile insurance shall include the same endorsements required for the commercial general liability policy (see Section

16.B.2.b).

C. In addition to any other remedy the City may have, if Consultant fails to maintain the insurance coverage as required in this Section, the City may obtain such insurance coverage as is not being maintained, in form and amount substantially the same as is required herein, and the City may deduct the cost of such insurance from any amounts due or which may become due Consultant under this Contract.

D. No policy required by this Contract shall be suspended, cancelled, terminated by either party, or reduced in coverage or in limits unless Consultant has provided thirty (30) days prior written notice by certified mail, return receipt requested, to the City.

E. Any deductibles or self-insured retentions in excess of $10,000 must be declared to, and approved by, the City.

F. The requirement as to types, limits, and the City’s approval of insurance coverage to be maintained by Consultant are not intended to, and shall not in any manner, limit or qualify the liabilities and obligations assumed by Consultant under the Contract.

17. MISCELLANEOUS PROVISIONS:

A. Consultant shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work.

B. Consultant shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person’s race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship, or sexual orientation.

The CONSULTANT’s signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless exempt, complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 8103.

During the performance of this AGREEMENT, CONSULTANT and its subconsultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or 498 The Public Restroom Company
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standards adopted by LOCAL AGENCY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a-f), set forth 2 CCR §§8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.

CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or LOCAL AGENCY shall require to ascertain compliance with this clause.

CONSULTANT and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT.

The CONSULTANT, with regard to the work performed under this AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

The CONSULTANT shall comply with regulations relative to non-discrimination in federallyassisted programs of the U.S. Department of Transportation (49 CFR 21 - Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of Subconsultants.

CONSULTANT, subrecipient or subconsultant will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin. In administering the LOCAL AGENCY components of the DBE Program Plan, CONSULTANT, subrecipient or subconsultant will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.

D. This Contract constitutes the entire agreement between the parties relative to the services specified herein and no modification hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Contract. There are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in the writing.

E. All notices that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties at the following addresses:

City: City of West Sacramento 499
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Attn to: Megan Gideon
1110 West Capitol Avenue
West Sacramento, CA 95691
Email: [email protected]

Consultant:

The Public Restroom Company
Attn to: Katherine Sherin, COO
2587 Business Parkway
Minden, NV 89243
Email: [email protected]

F. This Contract shall be interpreted and governed by the laws of the State of California.

G. Any action arising out of this Contract shall be brought and maintained in Yolo County California, regardless of where else venue may lie.

H. In any action brought by either party to enforce the terms of this Contract, each party shall be bear responsibility for its attorney’s fees and all costs regardless of whether one party is determined to be the prevailing party.

I. This Contract may be signed in counterparts, and may be signed electronically.

By signing this document in electronic form, the parties agree that this Contract may be transmitted and signed electronically by all Parties, and that such signatures shall have the same force and effect as original signatures, in accordance with California law and regulations, including but not limited to Civil Code section 1633.7.

J. It is mutually understood between the parties that this AGREEMENT may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the AGREEMENT were executed after that determination was made.

This AGREEMENT is valid and enforceable only if sufficient funds are made available to LOCAL AGENCY for the purpose of this AGREEMENT. In addition, this AGREEMENT is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or LOCAL AGENCY governing board that may affect the provisions, terms, or funding of this AGREEMENT in any manner.

It is mutually agreed that if sufficient funds are not appropriated, this AGREEMENT may be amended to reflect any reduction in funds.

LOCAL AGENCY has the option to terminate the AGREEMENT pursuant to Article VI Termination, or by mutual agreement to amend the AGREEMENT to reflect any reduction of funds
CONSULTANT warrants, by execution of this AGREEMENT that no person or selling agency has been employed, or retained, to solicit or secure this AGREEMENT upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this AGREEMENT without liability; pay only for the value of the work 500
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actually performed, or in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

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CITY OF WEST SACRAMENTO
By: __________________________
Amanda Berlin, Assistant City Manager

ATTEST:

By: _________________________________
Jennifer Cusmir, City Clerk
APPROVED AS TO FORM:

By: __________________________________
Jeffrey Mitchell, City Attorney

CONSULTANT
By: _________________________
Katherine Sherin, COO
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EXHIBIT A
Consultant Proposal/Scope of Work
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Price Proposal: Bryte Park 'C' - West Sacramento, CA
Date: April 20, 2026
Reference: 12021C-6/30/2025-3
Sourcewell: Contract # 052725-PRM
Our Offer to Sell:

1. Total Cost of Building Fabrication, Delivery, Offset and Installation $ 1,401,126

2. Prefabricated Building delivered to site $ 1,376,198 – Sourcewell 5% Discount = $ 1,307,388 Public Restroom Company (PRC) herein bids to furnish (building only per plans and specifications, delivered to site with all costs except installation including applicable taxes excluding retention. (Retention is not allowed as this is materials or a product fully assembled before shipment to the site and therefore not subject to retention.)

3. Installation: Turnkey Installation of the Building above $ 93,738 with retention allowed.

Public Restroom Company also includes in this two-part quotation our turnkey installation package for this building. Our national factory authorized installation team will:
a. Arrive onsite to confirm and verify the Owner/General Contractor provided scope of work in preparation for installation including access to the site. b. Verify the building pad size, building corners, finished slab elevation, utility depth and location, meter size and distance from building, and compaction compliance. c. Excavate the utility trenches for placement of our prefabricated underground piping tree for the buildings plumbing and electrical, set the plumbing tree in place, provide the water test for inspection before backfilling, and then place the adjacent coarse sand that Owner/Contractor provided alongside the building pad and screed it level for final building placement. PRC will need onsite water availability for wetting the sand bed before building placement to consolidate the pad.
d. Set the building on the site pad.
e. Connect the utility piping stub ups to the building piping stub down building points of connection for water, sewer, and electrical conduit to the building internal electrical panel.

4. Owner/General Contractor Final Tie in of Utilities and other site work:
a. The Owner/Contractor is responsible for making all final plumbing connections at the POC location approximately 4’-6’ outside of the building footprint. b. The Owner/Contractor is responsible for pulling wire and completing all final tie-ins to the electrical panel from the POC location approximately 4-6’ outside of the building footprint.
c. The Owner/Contractor is responsible for preparing the pad/foundation. PRC will trench through provided pad/foundation to the POC locations provided by the GC between 4’- 6’ outside of the building footprint.
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OWNER/GENERAL CONTRACTOR SCOPE OF WORK WITH/WITHOUT FOOTINGS:

Scope of Work Background:

Owner/General Contractor shall survey the site, establish survey for the building pad and prefabricated building slab elevation and front corners, excavate for building footings (if required), locate footing sleeves for electrical, waste, and water, pour the footings (if required), furnish sand base adjacent to subgrade pad, and provide location for utility POC’s nominally 4’-6’ outside the building’s subgrade.

Preparation of Building Pad:

Owner/General Contractor is responsible for providing the building subgrade pad or when required footings. Determination of subgrade type is outside of Public Restroom Company’s scope. Pad/Footing specifications are to be provided by the Owner/General Contractor based on site-specific requirements as determined by the Local Authority Having Jurisdiction (AHJ) and soil conditions. Final subgrade design must meet or exceed the minimum design criteria provided for reference by Public Restroom Company.

Subgrade Pad/Foundation Requirements:

1. Owner/General Contractor shall survey the building site and provide a finished slab elevation for the prefabricated building. The building pad size required is larger than the final actual building footprint. Provide building front corner stakes with 10’ offsets.

2. Excavate the existing site to the depth of the required footings to local code if required.

3. Furnish coarse concrete sand adjacent to subgrade pad so PRC can cut the utility trenches, install underground utilities, and screed sand.

4. If determined that under slab vapor barrier and or insulation is required, Owner/General Contractor shall provide materials and installation.

Owner/General Contractor verification of site access to allow Building Delivery:

1. You certify to PRC that suitable delivery access to the proposed building site is available. Suitable access is defined as 14’ minimum width, 16’ minimum height, and sufficient turning radius for a crane and 70’ tractor-trailer.

2. PRC cost is based upon the provided crane being able to get within 35’ of the building’s center and for the delivery truck to be no more than 35’ from the crane center picking point.

3. If the path to the building site traverses curbs, underground utilities, landscaping, sidewalks, or other obstacles that could be damaged, it is the Owner/General Contractor ‘s responsibility for repair and all costs, if damage occurs.

4. If trench plating is required, it shall be the cost responsibility of the Owner/General Contractor.

5. If unseen obstacles are present when site installation begins, it is the Owner/General Contractor responsibility to properly mark them and verbally notify PRC before installation.

6. If weather becomes an issue for safety or site installation delays due to weather, Owner/General Contractor or PRC with General Contractor’s confirmation may call-off set. If building set is stopped, relocation of the building modules to an onsite or offsite location may incur additional costs to Owner/General Contractor.
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Installation Notice and Site Availability:

PRC will provide sufficient notice of delivery of the prefabricated building. The Owner/General Contractor shall make the site available during the delivery period. During the delivery period, on an improved site, Owner should stop site watering several days before delivery to minimize the impact on the soils for the heavy equipment needed for installation.

Caution: If site is not ready for our field crew to perform their installation and if no notice of delay in readiness from Owner/General Contractor is received, PRC will provide a change order for remobilization daily until the site is ready for us. Ready means that the site pad is completed, the corner required survey stakes are in place, the slab elevation stakes are in place, the location of the front of the building is confirmed on site, and access to the site is available from an improved roadway.

Owner/General Contractor shall sign the change order before PRC will continue delivery.

Public Restroom Company will turnkey set the buildings including the hook up of utilities inside the building (only) when they are available. PRC will use its own factory trained staff for the installation.

Utility Connections:

1. PRC to complete all internal building plumbing connections and connections from the electrical panel to building’s fixtures. The Owner/ Contractor is responsible for making the final plumbing connections at the POC location approximately 4’-6’ outside of the building footprint.

2. The Owner/Contractor is responsible for pulling the wire and completing the final tie-in to the electrical panel from the POC location approximately 4’-6’ outside of the building footprint.

3. The Owner/Contractor is responsible for commissioning the building once final utility connections are made. This includes flushing & testing all water service lines before final startup.

Special Conditions, Permits, and Inspection Fees:

Follow any published specifications governing local building procedures for applicable building permit fees, health department fees, all inspection fees, site concrete testing fees, and compaction tests, if required by Owner. PRC is responsible for all required State inspections and final State insignia certification of the building, if applicable.

Jurisdiction for Off-site Work:

Jurisdiction, for permitting and inspection of this building shall be either the State agency who manages prefabricated building compliance in the state or the local CBO (when the State does not provide certification.) If the responsibility for building inspection is the local CBO, PRC will provide a certified plan set, calculations, and a factory inspection report from an approved third party for all closed work the local official cannot see.

PUBLIC RESTROOM COMPANY SCOPE OF WORK:

Our In Plant/Off-Site Construction Scheduling System:
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PRC has several off-site manufacturing centers in the United States, strategically located, with the proper equipment and trained staff to fabricate our custom buildings to our high-quality fit and finish standards. PRC manages quality control in our off-site production facility to comply with the approved drawings and provides an inspection certification and photos as required. When PRC proprietary designed and fabricated material are part of the project, PRC supplies the manufacturing centers with these proprietary components. The in-plant construction process is then scheduled to coordinate with your delivery date through our operations division field staff.

Special Payment and Progress Billing Terms:

Invoicing shall commence on or up to the end of the month following execution of the order and/or acceptance of the proposal or contract. The initial invoice shall be issued upon commencement of design and engineering activities, including architectural plan development. Upon commencement of fabrication, progress invoices shall be issued monthly based on factory percentage of completion, supported by factory inspections and photographic documentation.

1. Payment Terms
All invoices issued by Public Restroom Company are due Net Thirty (30) calendar days from the invoice date unless otherwise expressly agreed to in writing.

2. Condition Precedent to Production and Delivery
PRC’s obligation to continue fabrication, release materials, schedule delivery, or deliver the modular building is expressly conditioned upon timely payment of all undisputed invoices in accordance with the agreed payment terms.

3. Production Suspension for Non-Payment
In the event any undisputed invoice remains unpaid beyond the Net 30 payment term, PRC reserves the right, upon written notice, to suspend production, fabrication, procurement, and scheduling activities until payment is brought current. Any suspension caused by late payment shall result in a corresponding extension of schedule, and PRC shall not be responsible for delays or impacts arising from such suspension.

4. Delivery Contingent Upon Payment
PRC shall not be required to release the modular building for shipment until all invoices related to fabrication, materials, engineering, and manufacturing have been paid in full. Invoices associated solely with on-site installation services may remain outstanding until such services are performed.

5. Costs of Suspension and Restart
Any costs incurred by PRC because of payment-related suspension, demobilization, remobilization, storage, or rescheduling shall be the responsibility of the Owner/General Contractor and may be invoiced accordingly.

6. No Waiver
Acceptance of late or partial payment shall not constitute a waiver of PRC’s right to enforce these payment terms on current or future invoices.

PRC reserves the right to require payment assurances, including advance payment or modified billing terms, if payment performance becomes unsatisfactory.
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Specification Confirmation and Change Policy:

The Public Restroom Company’s pricing and schedule are based on the specifications, drawings, and performance criteria reviewed and approved at the time of contract execution. Once final specifications are confirmed and approved by the Owner or General Contractor, they are considered frozen for fabrication and procurement purposes. Any modification to materials, finishes, fixtures, equipment, or performance standards requested after contract execution including revisions to approved submittals, specification sections, or performance requirements shall constitute a Change in Scope.

Such changes will require a written Change Order and may result in adjustments to contract price, lead time, and delivery schedule.

The Public Restroom Company will not proceed with any change to approved specifications without written authorization from the contracting agency. Any delay in providing written authorization shall extend the delivery schedule accordingly.

Revisions to City/Owner Specifications Post-Contract:

If, after award, the Owner or its representatives issue revised specification sections, alternates, or addenda that alter PRC’s approved design, the cost of compliance shall be borne by the Owner through an approved Change Order.

PRC shall have no obligation to incorporate such revisions unless mutually agreed in writing.

Delivery and Installation:

Site Inspection:

Our highly trained field crew, upon site arrival, will verify the required dimensions of the building pad and the corner locations/elevation. PRC will also verify the delivery path from an accessible road or street and install the underground utilities to the point of connection nominally 4’-6’ from the exterior of the building.

Installation of Utilities under the Prefabricated Building:

Off-site, PRC fabricates underground utilities (water, and DWV piping and fittings) preassembled plumbing and electrical tree. Our site staff will set the underground tree into code depth excavated trenches, and our staff will install the coarse concrete sand to bed the piping per our submitted drawing.

PRC provides all the building’s under slab piping including the driven electrical ground rod. The Owner/General Contractor brings utility services to between 4’-6’ outside of the building footprint and are responsible for final connections at that point.

Connection of Utilities Post Building Placement:

After placement of the building on the pad by PRC, our field staff will tie in the water and sewer connection “inside” the building only and terminate at a point of connection (POC) outside the building clearly marked for each utility service. The Owner/General Contractor is responsible for final utility point of service connections at the nominal 4’-6’ from building locations. 508
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Electrical:

PRC provides the electrical conduit to the POC 4’-6’ from the building. The Owner/General Contractor pulls the wire and ties it off on the electrical panel.

Plumbing:

PRC provides the POC between 4’- 6’ from the building footprint and the Owner/General Contractor connects the water to our stub out location.

Sewer:

Some sites depending on the local jurisdiction will require an outside house trap which Owner/General Contractor shall install if needed. PRC will provide you with a sewer point of connection including a clean out to which Owner/General Contractor will terminate the site sewer service.

Testing of Water, Sewer, and Electrical in Plant and Final Site Utility Connection:

Before the building leaves the manufacturing center, PRC certifies a pressure water piping test, DWV, and the electrical connections for compliance with code. While the building is fully tested for leaks at the plant before shipment, road vibration may loosen some plumbing slip fittings and require tightening once the building services (water) is completed. Owner/General Contractor is responsible for minor fitting tightening to handle small slip fitting leaks caused by transportation.

Time of Completion:

Public Restroom Company (“PRC”) anticipates that its scope of work will be completed within approximately ten (10) months (300 calendar days) from execution of the contract, if submittals, regulatory reviews, site readiness, and Owner/Contractor decisions proceed without undue delay.

This duration includes engineering coordination, fabrication, inspections, and delivery of the modular building. Any delays caused by changes in scope, delayed submittal reviews, regulatory agency approvals, site conditions, utility readiness, or other factors beyond PRC’s control shall entitle PRC to a corresponding extension of time.

Project Schedule:

Within fourteen (14) calendar days of execution of the contract, Public Restroom Company (“PRC”) shall provide a detailed project milestone schedule identifying key activities and anticipated durations for review and coordination. The milestone schedule shall be used as a planning and coordination tool and shall be subject to adjustment based on regulatory approvals, site readiness, Owner/Contractor coordination, and other factors beyond PRC’s control.

The following exclusions and clarifications are project-specific applications of, and are in addition to, the exclusions set forth in Exhibit B – PRC Standard Exclusions. Nothing herein shall be construed to limit, waive, or modify any exclusion contained in Exhibit B. In the event of any inconsistency, Exhibit B shall govern.
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Exclusions/Exceptions:

1. Pavers by others, not PRC.

2. The building’s basis of design does not include provisions for annual flooding. If flood provisions are required, the building will be subject to redesign and repricing.

3. Site Access & Delivery Constraints.

Access issues for delivery of the building requiring a clear, unobstructed path of travel from an improved roadway to the final installation pad or foundation are excluded from PRC’s scope. Limitations including, but not limited to, trees, inaccessible roadways, overhead power lines within crane swing or lift zones, grade changes limiting trailer clearance (minimum 4"), berms, uneven grades, sidewalks, or other site improvements are not within PRC’s scope. Where buildings cannot be immediately set due to access or site readiness, offsite storage or relocation to a crane yard and subsequent re-delivery shall be by Change Order at prevailing local rates.

4. Weather-Related Delivery Impacts.

Weather-related site conditions that prevent safe delivery or installation may require diversion to an off-site location. All associated costs and schedule impacts shall be borne by the Owner/General Contractor and handled by Change Order. Weather risk decisions made by others are not PRC’s responsibility.

5. Sidewalks and Hardscape.

Sidewalks, flatwork, or hardscape outside the building footprint are excluded.

6. Trench Plates and Ground Protection.

Trench plates, matting, or other protection for soils, sidewalks, utilities, or improvements are by Owner/General Contractor. Any damage to site improvements during installation is the responsibility of Owner/General Contractor.

7. Spoils and Debris Removal.

Removal or disposal of soil, sand, spoils, or debris resulting from trenching or site installation is excluded.

8. Survey and Pad Construction.

Surveying, layout, building corner verification, finish floor elevation, excavation, and construction of subgrade building pads or footings (if required) per PRC plans are excluded.

9. Soils and Bearing Capacity.

Soils not capable of supporting a minimum bearing capacity of 1,500 PSF at 90% maximum dry density must be corrected by Owner/General Contractor prior to placement. In the absence of a geotechnical report, Owner/General Contractor shall verify soil capacity or provide an engineered foundation system.

10. Water Pressure & Flow Conditions.

Improper water pressure (not within 45-60 PSI), undersized meters, or insufficient flow requiring internal diaphragm tanks or pressure regulation shall be handled by Change Order.

Water service chlorination post-installation is by Owner/General Contractor.

11. Crane Radius Assumptions.

Crane pricing is based on a maximum 35-foot radius measured from crane center pin to the furthest module roof center point. Increased radius requiring larger equipment shall be by Change Order.
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12. Permits, Bonds, and Inspections.

Bonds, building permits, site surveys, special inspections, final utility connections, and minor debris removal are excluded and by Owner/General Contractor. Plumbing leaks occurring due to unavailable site water at installation are excluded.

13. Traffic Control.

Site traffic control, flagging, or roadway coordination is excluded.

14. Work by Others.

Any equipment installation, site work, testing, or inspections not expressly included in PRC’s proposal are excluded.

15. Backflow Certification.

Backflow testing and certification, if required, are excluded.

16. Fire Suppression Systems.

Fire suppression systems of any type are excluded.

17. Electrical Utility Equipment.

Transformers, disconnects, service equipment, and utility-side electrical infrastructure are excluded.

18. Vapor Barriers and Insulation.

Under-slab vapor barriers and insulation, if required, are by Owner/General Contractor.

19. Gutters and Downspouts.

Gutters and downspouts, if required, are excluded unless expressly included.

20. Christy Boxes and Below-Grade Enclosures.

Christy boxes, pull boxes, and below-grade electrical or plumbing enclosures are excluded.

PRC utility connections terminate at points of connection within six (6) feet of the building, above finished grade, per approved shop drawings.

21. Licensed Plumber Requirements.

If a jurisdiction requires a licensed plumber to perform any portion of PRC’s scope, such services are excluded. Any licensed plumbing services shall be provided by Owner/General Contractor and added only by written, mutually executed Change Order.

Standard Scope Inclusions & Exclusions
This proposal is expressly conditioned upon and incorporates by reference the following exhibits, which are attached hereto and made part of this proposal:

Exhibit A – PRC Standard Inclusions
Exhibit B – PRC Standard Exclusions
The Standard Inclusions define the work, materials, services, and responsibilities provided by Public Restroom Company (“PRC”).

The Standard Bid Exclusions identify work, materials, services, permits, fees, and responsibilities expressly excluded from PRC’s scope unless specifically included in writing within this proposal or an approved change order.
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In the event of any conflict between this proposal, drawings, specifications, or other contract documents, Exhibits A and B shall govern.

Insurance and Prevailing Wage Certification:

PRC shall comply with the required insurance requirements, wage reports, and safety requirements for the project, including OSHA regulations.

Special Insurance to Protect the Building Before Acceptance:

As PRC requires payment for each month of off-site construction, and since the building is not on owner property where their insurance will cover the building, PRC maintains a special policy that insures the property even when paid for off-site until the building is finally accepted by the owner. This special policy protects the Owner’s custom ordered materials to be used in the fabrication of the building during this period. PRC provides insurance to cover the building materials from supplier to manufacturer, while it is being built off-site, while in transit to the job site, during and after it is installed on-site until final acceptance. This special policy has a $1,000,000 coverage limit per modular unit. This exceeds the cost of any single building offered for sale herein.

Errors and Omissions Insurance:

Our firm utilizes the services of licensed architects, engineers, and drafting professionals to provide design of our buildings. Since these buildings are required to meet accessibility standards and building codes on site, and since PRC is the designer, PRC carries Errors and Omissions Insurance (E & O) to protect our clients from any errors. The policy covers a limit of up to $2,000,000 per occurrence and is more clearly explained in the insurance certificates provided after receipt of a purchase order.

WARRANTY:

All work performed by PUBLIC RESTROOM COMPANY (called “Company”) shall be warranted to the Owner to be of good quality, free of faults and defects in material, workmanship, and title for 5 years from last date of installation if building is installed by Company or 1 year if building is installed by Owner or Owner’s agent without on-site supervision by Company. Company warranty on building shell including exterior walls, concrete 8” slab/foundation, and roof system is warranted for 20 years structurally. The Company will repair or replace at their sole option any defects in work upon proper notice to the below stated address below.

Owner/General Contractor selected parts and materials that are not PRC approved will not be covered under PRC’s 5-year component warranty. These selections will be covered only by any available manufacturer warranty.

Our Company extended warranties shall be Company only and shall have no effect on any required Performance, Payment, or Warranty Bonds where Surety shall assume no liability to the Company, the Owner, or any third parties should the Company fail for any reason to deliver acceptable maintenance warranties beyond the one-year period. The warranty extension is solely between the owner and PRC and not the general contractor, bonding company, or architect/engineer of record. 512
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This warranty applies only if all work performed by Company has been fully paid for, including change orders if applicable. Company has no responsibility for any neglect, abuse, or improper handling of building product.

The warranties expressed herein are exclusive, and are in lieu of all other warranties expressed or implied, including those of merchantability and fitness.

There are no warranties which extend beyond those described on the face of this Warranty. The foregoing shall constitute the full liability of the Company and be the sole remedy to the Owner.

Term of Offer and Acceptance:

This proposal shall remain valid for acceptance for a period of ninety (90) calendar days from the date of issuance, or, if submitted as part of a public bid, for the duration specified in the Owner’s bid documents. Acceptance of this proposal shall occur only upon written authorization to proceed, including approval of PRC’s post-bid preliminary notice to begin drawings, and shall remain subject to final Owner/General Contractor approval of PRC’s submittals and receipt of a fully executed contract or purchase order expressly incorporating this proposal.

PRC shall have no obligation to commence work or reserve production capacity until such acceptance conditions have been satisfied.

Price Validity:

Pricing is valid for twelve (12) months from the date of contract execution. If fabrication does not commence within that period due to delays outside the manufacturer’s control, the contract price shall be adjusted to reflect current labor, material, and freight costs.

Special Notice of Possible Project Cost Increases as a Result of Late Payments:

In the event of delayed or late payment, PRC shall have the right to remedies including late charges, overall project total cost increases, and other damages as allowed by applicable law. The contract price quoted herein is a discounted price based upon our receipt of progress payments as invoiced on the agreed billing schedule of PRC. In the event of non-payment, PRC will provide a 5 day written notice to cure and if payment is still not received, the payment due may increase, to an undetermined amount, to cover work stoppage, remobilization, cancellation of materials and subsequent restocking charges, resale of the contracted building to another party, storage fees, additional crane fees, travel and per diem costs for field crews, and any other cost applicable to the project, as allowed by law. Interest if applicable to non-payment will be assessed at the maximum amount allowed by law or 18% whichever is greater.

Storage Fees:

Upon completion of fabrication, Public Restroom Company must receive a confirmed delivery and installation date scheduled to occur within ninety (90) calendar days of the fabrication completion date.

If delivery and installation are scheduled to occur more than ninety (90) days after fabrication completion, storage fees shall apply beginning on the ninety-first (91st) day. Storage fees shall be 513
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assessed at a rate of Five Hundred Dollars ($500.00) per module per thirty (30) days, prorated daily at Sixteen Dollars and Sixty-Seven Cents ($16.67) per module per day, until delivery occurs.

Storage fees shall apply regardless of cause, including but not limited to site readiness, permitting delays, weather, or scheduling constraints beyond PRC’s control.

Project Abandonment:

If delivery is delayed more than one year after building completion due solely to Owner/Client action or inaction, PRC may, upon written notice, deem the building abandoned unless a mutually acceptable delivery schedule is confirmed.

In the event of abandonment, PRC may reallocate or resell the building to mitigate damages. Any resale shall not relieve Owner/Client of financial obligations incurred under the Agreement.

Termination:

Upon Termination for any reason, Owner/General Contractor shall be liable for the cost of all work performed up to the date of termination. Additionally, Owner/General Contractor shall pay for off-site demolition and disposal of the partially or fully fabricated building as well as any non-returnable materials which were custom ordered to complete fabrication in PRC’s factory location. Any returned materials are subject to return and restocking fees at the Owner/General Contractor expense.

Venue for Contract Jurisdiction:

Public Restroom Company requires all contracts accepted by our firm to hold that the venue for legal jurisdiction for this contract offer and acceptance shall be Douglas County, Nevada. In the event of your default, PRC shall be entitled to the full amount due including reasonable attorney fees, costs, storage, expenses of physical recovery, and statutory interest, as allowed by law. 514
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No modifications to this offer shall be authorized unless confirmed in writing by the President of Public Restroom Company.

Offered by: Public Restroom Company by _________________________________ Charles E. Kaufman IV, President
This proposal constitutes a conditional acceptance of the preliminary purchase order for the building, subject to the review and acceptance of the submittals furnished by Public Restroom Company. Upon written acceptance of the preliminary submittals, this proposal, together with the accepted submittals, shall constitute the final and binding purchase agreement between the parties. At the Owner’s or General Contractor’s discretion, a final purchase order or formal contract may be substituted, provided such document expressly incorporates this proposal and its terms without modification.

Accepted by:
_______________________________ _______________________________ Authorized Signature Date Signed
_______________________________ _______________________________ Printed Name Legal Entity Name and Address
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Exhibit A – PRC Standard Inclusions
The following inclusions define the standard scope provided by Public Restroom Company (“PRC”) for factory-built modular restroom and concession buildings. These inclusions apply unless otherwise modified in PRC’s written proposal.

1. MODULAR BUILDING FABRICATION (FACTORY SCOPE)
PRC includes the full off-site fabrication of the modular building(s), including:

1.1 Structural building shell, roof system, wall assemblies, and floor system

1.2 Interior finishes, partitions, doors, frames, and hardware

1.3 Factory-installed plumbing, electrical, mechanical, and ventilation systems

1.4 Factory installation of all PRC-supplied fixtures and restroom accessories

1.5 Factory-applied coatings, sealants, water barriers, and graffiti-resistant finishes per PRC standards

1.6 Quality control inspections required by state modular programs

1.7 Modular insignia and state approval labeling (HCD or equivalent)

2. SUBMITTALS & DOCUMENTATION
PRC includes preparation and submission of:

2.1 Modular building shop drawings and factory plans required for modular approval

2.2 Standard product data sheets, fixture cut sheets, and finish schedules

2.3 Color selection sheets (PRC standard colors unless otherwise stated)

2.4 Warranty documentation for PRC-provided materials and equipment

2.5 As-built modular drawings upon completion of fabrication (only if required) PRC’s submittals apply only to factory-built components.

3. MEP SYSTEMS (FACTORY INSTALLATION)
PRC includes:

3.1 Complete factory plumbing installation within building footprint

3.2 Electrical wiring, panels, breakers, devices, and exterior/interior lighting

3.3 HVAC equipment or ventilation systems as specified and installed in factory

3.4 Water heater, mixing valves, flush valves, and other PRC-supplied fixtures

3.5 Conduit stub-outs at designated exit points for site connection

3.6 Factory pressure testing and system quality checks

4. BUILDING DELIVERY
PRC includes:

4.1 Transportation of modular building from factory to project site

4.2 Standard delivery scheduling and coordination

4.3 On-truck inspection prior to offloading

4.4 Escort or oversize permitting within PRC’s typical operating region Special transportation requirements may be handled by change order. 516
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5. BUILDING SET & INSTALLATION (LIMITED SCOPE)
PRC includes limited on-site services necessary to set the modular unit(s):

5.1 On-site PRC supervisor or set crew to guide building placement

5.2 Bolting/anchoring the building to the GC-provided foundation or pad

5.3 Connection of factory building systems to GC-provided utility stub-outs within 4-6 feet of building perimeter

5.4 On-site finish touch-ups immediately surrounding crane-set activities

5.5 Leveling, alignment, and final adjustment of building sections (if applicable) Crane and rigging services are included only if specifically stated in the proposal.

6. CLEANING & CLOSEOUT
PRC includes:

6.1 Factory-quality interior and exterior cleaning prior to shipment

6.2 Basic on-site cleaning after installation directly related to PRC work

6.3 Delivery of O&M manuals for PRC-installed equipment

6.4 Punchlist completion for PRC scope only

7. WARRANTY
PRC includes:

7.1 PRC standard limited warranty for modular building structure and components

7.2 Manufacturer warranties for PRC-supplied fixtures and equipment

7.3 Warranty start date consistent with substantial completion of PRC’s scope or delivery/set, as contractually defined
Warranty does not cover damages caused by others, vandalism, misuse, or site utility issues.

8. PROJECT SUPPORT & COORDINATION
PRC includes:

8.1 Participation in virtual coordination meetings as needed

8.2 Reasonable clarifications to the design team regarding PRC scope

8.3 Attendance at on-site set day activities

8.4 Coordination with GC on foundation, utilities, and delivery readiness (informational)

9. CODE & REGULATORY COMPLIANCE (FACTORY SCOPE)
PRC includes:

9.1 Compliance with state modular building code (e.g., HCD in California)

9.2 Factory inspections required by the modular program

9.3 ADA compliance within the modular building (PRC-provided components)

9.4 Compliance with health department requirements only if specified and included in proposal 517
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Exhibit B – PRC Standard Exclusions
The following exclusions apply to Public Restroom Company's (PRC) bid proposal unless specifically included in writing. These exclusions ensure clarity of scope and align responsibilities consistent with modular manufacturing practices and state modular building regulations.

1. SITE WORK & CIVIL EXCLUSIONS
PRC’s bid excludes all site-related work, including but not limited to:

1.1 Excavation, grading, trenching, shoring, dewatering, or compaction

1.2 Concrete foundations, slabs, piers, pedestals, anchor bolts, reinforcing steel

1.3 Utility trenching, conduits, underground piping, or utility relocations

1.4 Backfill, base rock, soil stabilization, or remediation

1.5 Asphalt paving, sidewalks, hardscape, curb & gutter, or landscaping

1.6 Erosion control, dust control, and SWPPP implementation

1.7 Site access improvements, temporary roads, mats, or surface protection

2. UTILITIES & SITE CONNECTIONS
PRC excludes:

2.1 Installation, modification, or extension of sewer, water, electrical, gas, storm drain, or communication utilities beyond 5 feet of the building connection point

2.2 Utility verification, investigation, video inspection, or leak testing

2.3 Procurement or payment of plumbing, mechanical, or electrical permits (unless specifically included)

2.4 Cathodic protection or grounding grid systems outside PRC’s building footprint

3. ENVIRONMENTAL, HEALTH & SAFETY REQUIREMENTS
PRC excludes:

3.1 Environmental monitoring, biological monitoring, or cultural resource survey

3.2 Hazmat testing, abatement, removal, or soil remediation

3.3 Archaeological watching services or Native American monitoring

3.4 Noise, vibration, air quality, or geotechnical testing

3.5 Spill prevention planning (SPCC), stormwater reports, or environmental compliance documentation

4. TESTING, COMMISSIONING & FIELD SERVICES
PRC excludes:

4.1 Testing, Adjusting, and Balancing (TAB)

4.2 Commissioning, functional performance testing, or third-party certifications

4.3 Building automation system integration, controls programming, or networking

4.4 On-site start-up of HVAC, electrical, lighting controls, or plumbing systems beyond factory testing

4.5 Pressure testing of site-installed utilities

4.6 Owner training, maintenance videos, or extended O&M services 518
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5. SPECIAL INSPECTIONS, PERMITS & FEES
PRC excludes:

5.1 Local building permits for on-site work.

5.2 Plan check fees, impact fees, utility connection fees, school fees, traffic fees

5.3 Special inspections outside the factory approval process (e.g., concrete, masonry, welding, soils)

6. GENERAL CONDITIONS & JOBSITE RESPONSIBILITIES
PRC excludes:

6.1 On-site project management, superintendent, or daily attendance

6.2 Temporary power, water, toilets, fencing, lighting, storage, staging, security, and waste disposal

6.3 Jobsite safety enforcement or OSHA compliance for work by others

6.4 Scheduling of other subcontractors or coordination of site trades

6.5 Protection of building before the site is ready for delivery and set

6.6 Traffic control, flagging, or road closure permits

7. MATERIAL & FIXTURE EXCLUSIONS
PRC excludes:

7.1 Owner-furnished or GC-furnished items not listed in PRC’s proposal

7.2 Substituted products or alternates not pre-approved

7.3 Additional coatings, graffiti systems, or finishes beyond PRC standard

7.4 Any changes to fixtures or accessories after contract execution without a written change order

8. DESIGN, ENGINEERING & DOCUMENTATION
PRC excludes:

8.1 Civil, structural (for site structures), mechanical, electrical, or landscape engineering of site-built work

8.2 Architectural design beyond factory modular drawings

8.3 3D modeling, BIM coordination, or clash detection

8.4 Foundation design, grading plans, or drainage studies

8.5 Submittals related to non-PRC scope (site utilities, foundations, etc.)

9. DELIVERY & INSTALLATION LIMITATIONS
PRC excludes:

9.1 Crane, rigging, and hoisting unless specifically noted in the proposal

9.2 Transportation permits outside PRC’s standard delivery

9.3 Offloading delays caused by site readiness, weather, or access restrictions

9.4 Storage or laydown area preparation

9.5 Set crew standby charges unless explicitly included 519
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10. WARRANTY & POST-INSTALLATION SERVICES
PRC excludes:

10.1 Warranty extensions or owner-specified warranty formats

10.2 On-site warranty repair trips caused by site utility issues, vandalism, misuse, or environmental exposure

10.3 Consumables such as lamps, filters, batteries, soap, or paper goods

11. REGULATORY & CODE COMPLIANCE LIMITATIONS
PRC excludes:

11.1 Local jurisdiction plan review of site-built components

11.2 Adult Changing Station provisions unless explicitly included

11.3 Permitting or inspection of work outside PRC’s building footprint

11.4 Local licensed plumber or electrician unless specifically contracted

11.5 Christy boxes, junction boxes, pull boxes, meter pedestals, or site-based electrical gear

12. CHANGE MANAGEMENT
All changes to the specifications, drawings, or materials requested after contract execution shall be handled through a written, approved Change Order and may affect cost and schedule. 520
Date:

Bldg Size:

Type of Bldg:

CAP BEAM
Entire Building Ceiling 5/16" Cement Board Stucco Pattern Over 5/8" OSB Vertical Seam 24 ga AEP Span-Lok HP 24 Gauge Roofing finish zinc grey Behind Mop Sink Block Filler & Epoxy Paint To Cap Beam

ITEM DESCRIPTION

ROOF SYSTEM
Storage - Above Cap Beam Painted OSB Above Cap Beam
Storage - To cap Beam Block filler & paint To Cap Beam
Mechanical - To Cap Beam Block filler & paint To Cap Beam Mechanical - Above Cap Beam Painted OSB Above Cap Beam
Restrooms - Above Cap Beam Stucco Pattern FRC - Painted Above Cap Beam ROOM
Restrooms Below Cap Beam Block filler & paint To Cap Beam

FINISH HEIGHT

WALL FINISHES - INTERIOR
Vents SS Wire Mesh Stainless Steel Wire Mesh
Exterior Paint PPG Exterior Gloss - Colors TBD by client Alcove - Showers Tile: Daltile To Cap Beam
Alcove Nichiha Architectural Panel Vintagewood Cedarwood To Cap Beam Siding -Above- Cap Beam Nichiha Architectural Panel. Latura V-Grove Above Cap Beam Siding -Below- Cap Beam Nichiha Architectural Panel. Latura V-Grove Above Wainscot To Cap Beam Siding -Below- Cap Beam Architectural Block - Gray To 32" AFF Siding -Below- Cap Beam Nichiha Architectural Panel Vintagewood Cedarwood To Cap Beam Cap Beam Cap Beam, Steel Tube, Painted
TYPE
CMU Uncoated To Cap Beam

FINISH HEIGHT

WALL FINISHES - EXTERIOR
Precision Exterior 4" CMU
Site Address: 425 Todhunter Ave
City, State, Zip: West Sacramento, CA 95605

SPECIFICATIONS
Project #: 12021C
Project Name: Bryte Park
Restroom Tile: 6x6 Quarry Texture W/6x5 Tile Cove Base with Epoxy Grout Tan

TYPE OF BUILDING
Construction Type
Roof Construction Wood Framed walls above cap beam, and wood framed rafters All

WALL SYSTEM

BUILDING WALLS HEIGHT
Building Walls Height 7'4"

EXTERIOR WALLS - CMU BLOCK TYPE AND COLOR ROWS
Precision
FINISH

FLOOR SYSTEM
Entire Building

ROOM/ITEM
7/7/2025
See Drawings
SS-21410-4FAM-SHE4-ST-DF-BF-CU
Restroom/Shower/Storage
Exposed Concrete with Light Broom Finish with Integral Additive for Stain/Moisture Resistance Mechanical Floor Coating with Skid Resistant Additive - Flakes Storage Floor Coating with Skid Resistant Additive - Flakes 521

DESCRIPTION
Metering Faucet Single Hole Metering Faucet, Chicago Model # 333-E2805-765PSHAB - Tempered Showers # 1741CBC Series
Mop Rack ProFlo PF245: Mop Hanger
Floor Mount Mop Sink Mustee Mop Service Basin, Model # 63M 24" x 24" x 10", Color: White Floor Drains: W/Trap Primer Floor Drain Zurn # Z451-2ZN-IP2-5B-P13(1/2")

PLUMBING SPECIAL

FIXTURE/PART DESCRIPTION
Lever - Toilet Flush Valve Zurn W.C. Flush Valve 1.28 Ga Zurn # Z6143AV-HET-7L-BG Lever - Urinal Flush Valve Zurn Urinal Flush Valve .125 GPM Zurn # Z6195AV-ULF-7L-BG Bottle Filler Wall Mounted Bottle Filler, Lead Free, Type 304 Stainless Steel, Haws Model # 1920 Drinking Fountain Wall Mounted Drinking Fountain, 14 Gauge, Type 304 Stainless Steel, Haws Model # 1109.14 Lavs - Stainless Steel Rear Connect Acorn # 1652LRB-1-DMS-03-M-316SS Urinals - Stainless Steel Acorn # 1709 HEU-W-1-0.125-FVBO-316SS Toilets - Stainless Steel Acorn # 1675 W-1-HET 1.28 GPF-FVBO-ADA-PFS-316SS

PLUMBING

FIXTURE/PART DESCRIPTION

PRIVACY SCREENS (PARTITION WALLS)
CMU with Paperstone Doors CMU Stall Walls With Paper Stone Doors, Continuous Hinges, Pilasters Soap Dispenser PRC Proprietary Tank
W/Thru Wall Valve Thru Wall Valve ASI #353

ITEM MANUFACTURER/DESCRIPTION
Utility Hook Utility Hook, Bright Finish, Bobrick # B-670 Hand Dryer Dyson Airblade V, Low Voltage 120V, Model # HU02 Spray Nickel Baby Changing Station Foundations 200-EH-1 Stainless Steel 3-roll Toilet Paper Holders Royce Rolls TP-3 Stainless Steel Signage
Grab Bars Grab Bars Stainless Steel
Door/Wall Signs Polished Aluminum & Blue
Aluminum Louvers Louver Sunvent Industries Model #157 Polished Aluminum ITEM

RESTROOM ACCESSORIES

MANUFACTURER/DESCRIPTION FINISH
Door Stop/Bumper Door Stop/Bumper, Floor Mounted, Brass, Item # DSF444U26D Chase Ives Crash Chain Ives Crash Chain, # CS11526D20, US26D, 20.5, Crash Stop Storage Door Threshold Pemko Threshold 5" Wide, MiIl Finish Alum, #229A36" Restroom Door Threshold Threshold Fluted Saddle Mill Finish Alum 4" Wide #270A36 Chase-ST Door Sweeps NGP Door Sweep 200NA36 Chase-ST
Door Closer
Pull Plates

ITEM LOCATION
Rockwood-VRT24 "Z" w/Anti-Microbial
LCN Closer, Model # 4211 Cush Arm Restroom
Occupancy Indicator Schlage Deadbolt B660 and Occupancy Indicator Deadbolt SCHLAGE B600 series temporary large format core ITEM
Hollow Metal Doors Hollow Metal: Galvanized 14 GA. Door w/ 14 GA Frame Continuous Hinge

DOORS - HARDWARE

DESCRIPTION
Canopy Mapes Canopy
Roof Opening Roof Clerestory

ITEM DESCRIPTION SIZE
Vents Struded Aluminum Model # D-DBE-04 to fit Rough Opening, Built per Standard Construction Specs to be Painted 522
200 amp Single Phase -

RECEPTACLES/SWITCHES, HEATERS, FANS, HVAC, LIGHTED SIGNS

ITEM DESCRIPTION LOCATION
GFCI
Storage Lights C) Green AL-42L 36W waterproof 30 Watts
Single Pole (Any Other Location)
Receptacles
Emergency Light Lithonia ELM2L Led 2 Head Led Emergency Light (Mechanical Room) Fan Broan Model # L100MG 120 VAC with 8" Round Duct Connector #1106466 Switches
Switches By Pass By Pass OCC Sensors
Chase Lights C) Green AL-41L Waterproof 15 Watts
Exterior Lights W) Luminaire, AEL-12 (Dark Sky Compliant) 20" long 10 Watts Exterior Light W/C) Luminaire, Swoop Series SWP-610-OP-BRZ 15 Watts Lighting Control -Exterior Photo Cell Intermatic Photo Control #EK4336S Interior Lights W/C) Luminaire, Swoop Series SWP1212-OP-BRZ-OCC 15 Watts OCC Sensor Switch for St&CN Occupancy Sensor Wall Switch with Dimming Lighting Control -Interior- Light Fixture Integraded Occupancy Sensor (OCC) ITEM
Breakers Plug on (QOD)

LIGHTING
DESCRIPTION (W=WALL, C=CEILING)
Electrical Panel

ELECTRICAL

ITEM DESCRIPTION
120/240 v 30 Circuits
Hose Reel & Hose Hose Reel With 5/8"x75' Garden Hose
Hose Bibb- Exterior Jay R Smith 5509QT-R-150 Lockable
Hose Bibb- Interior Acorn #8121-LF - in the Chase
Bladder Tank ProFlo PFX44
Bladder Tank ProFlo PFXT5
Water Line Material
Double Check Valve LF007M2-QT
Valve Combo (PRV) Valve Combo with Pressure Reducing Valve Copper
Tempered Water to Lavs Thermostatic Mixing Valve, Acorn Model # ST70-12 Tempered Water to Lavs Watts Thermostatic Mixing Valve, Lead Free, Series MMV - 1/2", EDP # 0559115 Water Heater
Recirculation Pump
AO Smith/Bradford White 50 Gal Residential
GRUNDFOS UP-10-16PMBU/LC #G98420224

FIXTURE/PART DESCRIPTION

PLUMBING GENERAL
523
PROJECT REF#: 12021C-6/30/2025-3
COPYRIGHT 2025, PUBLIC RESTROOM COMPANY THIS MATERIAL IS THE EXCLUSIVE PROPERTY OF PUBLIC RESTROOM COMPANY AND SHALL NOT BE REPRODUCED, USED OR DISCLOSED TO OTHERS EXCEPT AS AUTHORIZED BY THE WRITTEN PERMISSION OF PUBLIC RESTROOM COMPANY.

WEST SACRAMENTO, PARK CALIFORNIA

RESTROOM/SHOWER BUILDING
2587 BUSINESS PARKWAY
MINDEN NEVADA 89423
P: 888-888-2060 F: 888-888-1448
www.PublicRestroomCompany.com
BRYTE
C

FLOOR PLAN
SCALE: NOT TO SCALE
THIS CONCEPTUAL/ PRELIMINARY DESIGN AND THE 3D RENDERING IS AN ARTISTIC INTERPRETATION OF THE DESIGN. IT IS NOT MEANT TO BE AN EXACT RENDITION OF THE FINISH PRODUCT. SOME ITEMS MAY

NOT BE STANDARD AND/OR SUBJECT TO CHANGE DURING PROJECT DEVELOPMENT

PAVERS BY OTHERS

PAVERS BY OTHERS
524
HB 8" 26'-0" 54'-8" (ROOF OVERALL) 28'-0" (MOD-'1&2') 8" 26'-8" (MOD-'3&4') 8" 11'-4"
24'-0" (ROOF OVERALL)
8"
12'-0" (MOD-'2&3')
11'-4"
12'-0" (MOD-'1&4')
7'-0" 34 2 1 27'-4"7'-0" 8'-8" AB C E D 3'-4" 33'-0" 8'-2" 8'-10" 3 2 1 2 1 8 8 6 55 S.F. 55 S.F. C55 S.F. C 172 S.F. 133 S.F. 268 S.F. 268 S.F. 2 2 8 8 2 23'-2" (SLAB OVERALL) 53'-10" (SLAB OVERALL) 9 9 9 9 9 9 9 1 55 S.F. C 10 10 10 1 1 10 10 10 7 11 FLOOR PLAN KEYNOTES: BABY CHANGING 1 ELEC PANEL 2345678 MOP SINK W/ MOP HOLDER A MENS RESTROOM B STORAGE CD FAMILY RESTROOM INGRESS/ EGRESS, TYP. LIGHTING TYP. WOMENS RESTROOM UTILITY E CHASE OUTDOOR SHOWER DRINKING FOUNTAIN W/ BOTTLE FILLER BABY CHANGING 9 EXHAUST FAN ABV. 10 MAPES CANOPY ABV. 11 LOCKABLE HOSE BIBB 4- 1- FLOOR PLAN SCALE: 1/8"=1'0" A-1 2- 3- PROJECT #: MAX. PERSON / HOUR: REVISION # 12021C 720SHEET# START 5/23/2025 DATE: DRAWN BY: EOR REVISION DATE: 3 DRAWN BY: C O P Y R I G H T 2 0 2 5 , P U B L I C R EST R O O M C O M PA N Y T H IS MATERIAL IS THE EXCLUSIVE P R O P E R T Y O F P U B L I C R E S T R O O M C O M P A N Y A N D SHALL NOT BE REPRODUCED, U S E D , O R D I S C L O S E D T O O T H E R S E X C E P T A S AUTHORIZED BY THE WRITTEN P E R M I S S I O N O F P U B L I C R E S T R O O M C O M P A N Y . ~NOT FOR CONSTRUCTION ~ PRELIMINARY DESIGN DRAWING ONLY ~ DO NOT SCALE, DIMENSIONS PRESIDE PROJECT: BUILDING TYPE: M PROJECT REF#: 12021C-6/30/2025-3 RESTROOM/ SHOWER BUILDING BRYTE PARK WEST SACRAMENTO, CA THIS CONCEPTUAL/ PRELIMINARY DESIGN AND THE 3D RENDERING IS AN ARTISTIC INTERPRETATION OF THE DESIGN. IT IS NOT MEANT TO BE AN EXACT RENDITION OF THE FINISH PRODUCT. SOME ITEMS MAY NOT BE STANDARD AND / OR SUBJECT TO CHANGE DURING PROJECT DEVELOPMENT 6/30/2025 EOR 525 ELEVATION KEYNOTES: HARDIE TRIM PAINTED TO MATCH GRAY BASE PANELS 234567 8 MODULAR-JOINT LINES, TYP. 9 STANDING SEAM METAL 1 ROOF PANELS ALUM. LOUVRE NICHIHA ARCHITECTURAL PANEL: LATURA V-GROVE (CUSTOM COLOR) NICHIHA ARCHITECTURAL PANEL: INDUSTRIAL BLOCK (GRAY) NICHIHA ARCHITECTURAL PANEL: VINTAGEWOOD CEDAR WALL TILES 10 DRINKING FOUNTAIN W/ BOTTLE FILLER 11 DORMER S.S MESH VENT SCREEN, TYP. 12 MAPES CANOPY OR EQUAL 13 SHOWER 14 LOCKABLE HOSE BIBB 7'-4" 0'-0" 13'-4" 9 2 8 6 4 6 3 12 1/2 12 10 13 13 7'-4" 0'-0"
13'-4" 5 8 3 4 7 1 3 2 2 3 12 12 11 7 11 12 MEN RESTROOM ALL GENDER STATION CHANGING RESTROOM ALL GENDER STATION CHANGING ELEVATION 1 SCALE:1/8"=1'-0" ELEVATION 2 SCALE:1/8"=1'-0" A-2 PROJECT #: MAX. PERSON / HOUR: REVISION # 12021C 720SHEET# START 5/23/2025 DATE: DRAWN BY: EOR REVISION DATE: 3 DRAWN BY: C O P Y R I G H T 2 0 2 5 , P U B L I C R EST R O O M C O M PA N Y T H IS MATERIAL IS THE EXCLUSIVE P R O P E R T Y O F P U B L I C R E S T R O O M C O M P A N Y A N D SHALL NOT BE REPRODUCED, U S E D , O R D I S C L O S E D T O O T H E R S E X C E P T A S AUTHORIZED BY THE WRITTEN P E R M I S S I O N O F P U B L I C R E S T R O O M C O M P A N Y . ~NOT FOR CONSTRUCTION ~ PRELIMINARY DESIGN DRAWING ONLY ~ DO NOT SCALE, DIMENSIONS PRESIDE PROJECT: BUILDING TYPE: M PROJECT REF#: 12021C-6/30/2025-3 RESTROOM/ SHOWER BUILDING BRYTE PARK WEST SACRAMENTO, CA THIS CONCEPTUAL/ PRELIMINARY DESIGN AND THE 3D RENDERING IS AN ARTISTIC INTERPRETATION OF THE DESIGN. IT IS NOT MEANT TO BE AN EXACT RENDITION OF THE FINISH PRODUCT. SOME ITEMS MAY NOT BE STANDARD AND / OR SUBJECT TO CHANGE DURING PROJECT DEVELOPMENT 6/30/2025 EOR 526 ELEVATION KEYNOTES: HARDIE TRIM PAINTED TO MATCH GRAY BASE PANELS 234567 8 MODULAR-JOINT LINES, TYP. 9 STANDING SEAM METAL 1 ROOF PANELS ALUM. LOUVRE NICHIHA ARCHITECTURAL PANEL: LATURA V-GROVE (CUSTOM COLOR) NICHIHA ARCHITECTURAL PANEL: INDUSTRIAL BLOCK (GRAY) NICHIHA ARCHITECTURAL PANEL: VINTAGEWOOD CEDAR WALL TILES 10 DRINKING FOUNTAIN W/ BOTTLE FILLER 11 DORMER S.S MESH VENT SCREEN, TYP. 12 MAPES CANOPY OR EQUAL 13 SHOWER 14 LOCKABLE HOSE BIBB 3 12 7'-4" 0'-0" 13'-4" 9 2 5 3 8 4 3 2 1/2 12 WOMEN 7'-4" 0'-0"
13'-4" 4 12 12 3 2 2 3 2 3 12 11 7 11 7 RESTROOM ALL GENDER STATION CHANGING RESTROOM ALL GENDER STATION CHANGING ELEVATION 3 SCALE:1/8"=1'-0" ELEVATION 4 SCALE:1/8"=1'-0" A-3 PROJECT #: MAX. PERSON / HOUR: REVISION # 12021C 720SHEET# START 5/23/2025 DATE: DRAWN BY: EOR REVISION DATE: 3 DRAWN BY: C O P Y R I G H T 2 0 2 5 , P U B L I C R EST R O O M C O M PA N Y T H IS MATERIAL IS THE EXCLUSIVE P R O P E R T Y O F P U B L I C R E S T R O O M C O M P A N Y A N D SHALL NOT BE REPRODUCED, U S E D , O R D I S C L O S E D T O O T H E R S E X C E P T A S AUTHORIZED BY THE WRITTEN P E R M I S S I O N O F P U B L I C R E S T R O O M C O M P A N Y . ~NOT FOR CONSTRUCTION ~ PRELIMINARY DESIGN DRAWING ONLY ~ DO NOT SCALE, DIMENSIONS PRESIDE PROJECT: BUILDING TYPE: M PROJECT REF#: 12021C-6/30/2025-3 RESTROOM/ SHOWER BUILDING BRYTE PARK WEST SACRAMENTO, CA THIS CONCEPTUAL/ PRELIMINARY DESIGN AND THE 3D RENDERING IS AN ARTISTIC INTERPRETATION OF THE DESIGN. IT IS NOT MEANT TO BE AN EXACT RENDITION OF THE FINISH PRODUCT. SOME ITEMS MAY NOT BE STANDARD AND / OR SUBJECT TO CHANGE DURING PROJECT DEVELOPMENT 6/30/2025 EOR 527 Bryte Park 'D' - West Sacramento, CA| 04/20/2026| Reference # 12021D-7/3/2025-2 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 1 of 17
Price Proposal: Bryte Park 'D' - West Sacramento, CA
Date: April 20, 2026
Reference: 12021D-7/3/2025-2
Sourcewell: Contract # 052725-PRM
Our Offer to Sell:

1. Total Cost of Building Fabrication, Delivery, Offset and Installation $ 792,096

2. Prefabricated Building delivered to site $ 765,369 – Sourcewell 5% Discount = $ 727,101 Public Restroom Company (PRC) herein bids to furnish (building only per plans and specifications, delivered to site with all costs except installation including applicable taxes excluding retention. (Retention is not allowed as this is materials or a product fully assembled before shipment to the site and therefore not subject to retention.)

3. Installation: Turnkey Installation of the Building above $ 64,995 with retention allowed.

Public Restroom Company also includes in this two-part quotation our turnkey installation package for this building. Our national factory authorized installation team will:
a. Arrive onsite to confirm and verify the Owner/General Contractor provided scope of work in preparation for installation including access to the site. b. Verify the building pad size, building corners, finished slab elevation, utility depth and location, meter size and distance from building, and compaction compliance. c. Excavate the utility trenches for placement of our prefabricated underground piping tree for the buildings plumbing and electrical, set the plumbing tree in place, provide the water test for inspection before backfilling, and then place the adjacent coarse sand that Owner/Contractor provided alongside the building pad and screed it level for final building placement. PRC will need onsite water availability for wetting the sand bed before building placement to consolidate the pad.
d. Set the building on the site pad.
e. Connect the utility piping stub ups to the building piping stub down building points of connection for water, sewer, and electrical conduit to the building internal electrical panel.

4. Owner/General Contractor Final Tie in of Utilities and other site work:
a. The Owner/Contractor is responsible for making all final plumbing connections at the POC location approximately 4’-6’ outside of the building footprint. b. The Owner/Contractor is responsible for pulling wire and completing all final tie-ins to the electrical panel from the POC location approximately 4-6’ outside of the building footprint.
c. The Owner/Contractor is responsible for preparing the pad/foundation. PRC will trench through provided pad/foundation to the POC locations provided by the GC between 4’- 6’ outside of the building footprint.
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OWNER/GENERAL CONTRACTOR SCOPE OF WORK WITH/WITHOUT FOOTINGS:

Scope of Work Background:

Owner/General Contractor shall survey the site, establish survey for the building pad and prefabricated building slab elevation and front corners, excavate for building footings (if required), locate footing sleeves for electrical, waste, and water, pour the footings (if required), furnish sand base adjacent to subgrade pad, and provide location for utility POC’s nominally 4’-6’ outside the building’s subgrade.

Preparation of Building Pad:

Owner/General Contractor is responsible for providing the building subgrade pad or when required footings. Determination of subgrade type is outside of Public Restroom Company’s scope. Pad/Footing specifications are to be provided by the Owner/General Contractor based on site-specific requirements as determined by the Local Authority Having Jurisdiction (AHJ) and soil conditions. Final subgrade design must meet or exceed the minimum design criteria provided for reference by Public Restroom Company.

Subgrade Pad/Foundation Requirements:

1. Owner/General Contractor shall survey the building site and provide a finished slab elevation for the prefabricated building. The building pad size required is larger than the final actual building footprint. Provide building front corner stakes with 10’ offsets.

2. Excavate the existing site to the depth of the required footings to local code if required.

3. Furnish coarse concrete sand adjacent to subgrade pad so PRC can cut the utility trenches, install underground utilities, and screed sand.

4. If determined that under slab vapor barrier and or insulation is required, Owner/General Contractor shall provide materials and installation.

Owner/General Contractor verification of site access to allow Building Delivery:

1. You certify to PRC that suitable delivery access to the proposed building site is available. Suitable access is defined as 14’ minimum width, 16’ minimum height, and sufficient turning radius for a crane and 70’ tractor-trailer.

2. PRC cost is based upon the provided crane being able to get within 35’ of the building’s center and for the delivery truck to be no more than 35’ from the crane center picking point.

3. If the path to the building site traverses curbs, underground utilities, landscaping, sidewalks, or other obstacles that could be damaged, it is the Owner/General Contractor ‘s responsibility for repair and all costs, if damage occurs.

4. If trench plating is required, it shall be the cost responsibility of the Owner/General Contractor.

5. If unseen obstacles are present when site installation begins, it is the Owner/General Contractor responsibility to properly mark them and verbally notify PRC before installation.

6. If weather becomes an issue for safety or site installation delays due to weather, Owner/General Contractor or PRC with General Contractor’s confirmation may call-off set. If building set is stopped, relocation of the building modules to an onsite or offsite location may incur additional costs to Owner/General Contractor.
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Installation Notice and Site Availability:

PRC will provide sufficient notice of delivery of the prefabricated building. The Owner/General Contractor shall make the site available during the delivery period. During the delivery period, on an improved site, Owner should stop site watering several days before delivery to minimize the impact on the soils for the heavy equipment needed for installation.

Caution: If site is not ready for our field crew to perform their installation and if no notice of delay in readiness from Owner/General Contractor is received, PRC will provide a change order for remobilization daily until the site is ready for us. Ready means that the site pad is completed, the corner required survey stakes are in place, the slab elevation stakes are in place, the location of the front of the building is confirmed on site, and access to the site is available from an improved roadway.

Owner/General Contractor shall sign the change order before PRC will continue delivery.

Public Restroom Company will turnkey set the buildings including the hook up of utilities inside the building (only) when they are available. PRC will use its own factory trained staff for the installation.

Utility Connections:

1. PRC to complete all internal building plumbing connections and connections from the electrical panel to building’s fixtures. The Owner/ Contractor is responsible for making the final plumbing connections at the POC location approximately 4’-6’ outside of the building footprint.

2. The Owner/Contractor is responsible for pulling the wire and completing the final tie-in to the electrical panel from the POC location approximately 4’-6’ outside of the building footprint.

3. The Owner/Contractor is responsible for commissioning the building once final utility connections are made. This includes flushing & testing all water service lines before final startup.

Special Conditions, Permits, and Inspection Fees:

Follow any published specifications governing local building procedures for applicable building permit fees, health department fees, all inspection fees, site concrete testing fees, and compaction tests, if required by Owner. PRC is responsible for all required State inspections and final State insignia certification of the building, if applicable.

Jurisdiction for Off-site Work:

Jurisdiction, for permitting and inspection of this building shall be either the State agency who manages prefabricated building compliance in the state or the local CBO (when the State does not provide certification.) If the responsibility for building inspection is the local CBO, PRC will provide a certified plan set, calculations, and a factory inspection report from an approved third party for all closed work the local official cannot see.

PUBLIC RESTROOM COMPANY SCOPE OF WORK:

Our In Plant/Off-Site Construction Scheduling System:
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PRC has several off-site manufacturing centers in the United States, strategically located, with the proper equipment and trained staff to fabricate our custom buildings to our high-quality fit and finish standards. PRC manages quality control in our off-site production facility to comply with the approved drawings and provides an inspection certification and photos as required. When PRC proprietary designed and fabricated material are part of the project, PRC supplies the manufacturing centers with these proprietary components. The in-plant construction process is then scheduled to coordinate with your delivery date through our operations division field staff.

Special Payment and Progress Billing Terms:

Invoicing shall commence on or up to the end of the month following execution of the order and/or acceptance of the proposal or contract. The initial invoice shall be issued upon commencement of design and engineering activities, including architectural plan development. Upon commencement of fabrication, progress invoices shall be issued monthly based on factory percentage of completion, supported by factory inspections and photographic documentation.

1. Payment Terms
All invoices issued by Public Restroom Company are due Net Thirty (30) calendar days from the invoice date unless otherwise expressly agreed to in writing.

2. Condition Precedent to Production and Delivery
PRC’s obligation to continue fabrication, release materials, schedule delivery, or deliver the modular building is expressly conditioned upon timely payment of all undisputed invoices in accordance with the agreed payment terms.

3. Production Suspension for Non-Payment
In the event any undisputed invoice remains unpaid beyond the Net 30 payment term, PRC reserves the right, upon written notice, to suspend production, fabrication, procurement, and scheduling activities until payment is brought current. Any suspension caused by late payment shall result in a corresponding extension of schedule, and PRC shall not be responsible for delays or impacts arising from such suspension.

4. Delivery Contingent Upon Payment
PRC shall not be required to release the modular building for shipment until all invoices related to fabrication, materials, engineering, and manufacturing have been paid in full. Invoices associated solely with on-site installation services may remain outstanding until such services are performed.

5. Costs of Suspension and Restart
Any costs incurred by PRC because of payment-related suspension, demobilization, remobilization, storage, or rescheduling shall be the responsibility of the Owner/General Contractor and may be invoiced accordingly.

6. No Waiver
Acceptance of late or partial payment shall not constitute a waiver of PRC’s right to enforce these payment terms on current or future invoices.

PRC reserves the right to require payment assurances, including advance payment or modified billing terms, if payment performance becomes unsatisfactory.
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Specification Confirmation and Change Policy:

The Public Restroom Company’s pricing and schedule are based on the specifications, drawings, and performance criteria reviewed and approved at the time of contract execution. Once final specifications are confirmed and approved by the Owner or General Contractor, they are considered frozen for fabrication and procurement purposes. Any modification to materials, finishes, fixtures, equipment, or performance standards requested after contract execution including revisions to approved submittals, specification sections, or performance requirements shall constitute a Change in Scope.

Such changes will require a written Change Order and may result in adjustments to contract price, lead time, and delivery schedule.

The Public Restroom Company will not proceed with any change to approved specifications without written authorization from the contracting agency. Any delay in providing written authorization shall extend the delivery schedule accordingly.

Revisions to City/Owner Specifications Post-Contract:

If, after award, the Owner or its representatives issue revised specification sections, alternates, or addenda that alter PRC’s approved design, the cost of compliance shall be borne by the Owner through an approved Change Order.

PRC shall have no obligation to incorporate such revisions unless mutually agreed in writing.

Delivery and Installation:

Site Inspection:

Our highly trained field crew, upon site arrival, will verify the required dimensions of the building pad and the corner locations/elevation. PRC will also verify the delivery path from an accessible road or street and install the underground utilities to the point of connection nominally 4’-6’ from the exterior of the building.

Installation of Utilities under the Prefabricated Building:

Off-site, PRC fabricates underground utilities (water, and DWV piping and fittings) preassembled plumbing and electrical tree. Our site staff will set the underground tree into code depth excavated trenches, and our staff will install the coarse concrete sand to bed the piping per our submitted drawing.

PRC provides all the building’s under slab piping including the driven electrical ground rod. The Owner/General Contractor brings utility services to between 4’-6’ outside of the building footprint and are responsible for final connections at that point.

Connection of Utilities Post Building Placement:

After placement of the building on the pad by PRC, our field staff will tie in the water and sewer connection “inside” the building only and terminate at a point of connection (POC) outside the building clearly marked for each utility service. The Owner/General Contractor is responsible for final utility point of service connections at the nominal 4’-6’ from building locations. 532
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Electrical:

PRC provides the electrical conduit to the POC 4’-6’ from the building. The Owner/General Contractor pulls the wire and ties it off on the electrical panel.

Plumbing:

PRC provides the POC between 4’- 6’ from the building footprint and the Owner/General Contractor connects the water to our stub out location.

Sewer:

Some sites depending on the local jurisdiction will require an outside house trap which Owner/General Contractor shall install if needed. PRC will provide you with a sewer point of connection including a clean out to which Owner/General Contractor will terminate the site sewer service.

Testing of Water, Sewer, and Electrical in Plant and Final Site Utility Connection:

Before the building leaves the manufacturing center, PRC certifies a pressure water piping test, DWV, and the electrical connections for compliance with code. While the building is fully tested for leaks at the plant before shipment, road vibration may loosen some plumbing slip fittings and require tightening once the building services (water) is completed. Owner/General Contractor is responsible for minor fitting tightening to handle small slip fitting leaks caused by transportation.

Time of Completion:

Public Restroom Company (“PRC”) anticipates that its scope of work will be completed within approximately ten (10) months (300 calendar days) from execution of the contract, if submittals, regulatory reviews, site readiness, and Owner/Contractor decisions proceed without undue delay.

This duration includes engineering coordination, fabrication, inspections, and delivery of the modular building. Any delays caused by changes in scope, delayed submittal reviews, regulatory agency approvals, site conditions, utility readiness, or other factors beyond PRC’s control shall entitle PRC to a corresponding extension of time.

Project Schedule:

Within fourteen (14) calendar days of execution of the contract, Public Restroom Company (“PRC”) shall provide a detailed project milestone schedule identifying key activities and anticipated durations for review and coordination. The milestone schedule shall be used as a planning and coordination tool and shall be subject to adjustment based on regulatory approvals, site readiness, Owner/Contractor coordination, and other factors beyond PRC’s control.

The following exclusions and clarifications are project-specific applications of, and are in addition to, the exclusions set forth in Exhibit B – PRC Standard Exclusions. Nothing herein shall be construed to limit, waive, or modify any exclusion contained in Exhibit B. In the event of any inconsistency, Exhibit B shall govern.
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Exclusions/Exceptions:

1. The Slab is by others, not PRC.

2. The building basis of design does not include the shelter roof structure over the lavatory area and restroom buildings. The shelter structure will be designed and installed by others.

3. The building’s basis of design does not include provisions for annual flooding. If flood provisions are required, the building will be subject to redesign and repricing.

4. Site Access & Delivery Constraints.

Access issues for delivery of the building requiring a clear, unobstructed path of travel from an improved roadway to the final installation pad or foundation are excluded from PRC’s scope. Limitations including, but not limited to, trees, inaccessible roadways, overhead power lines within crane swing or lift zones, grade changes limiting trailer clearance (minimum 4"), berms, uneven grades, sidewalks, or other site improvements are not within PRC’s scope. Where buildings cannot be immediately set due to access or site readiness, offsite storage or relocation to a crane yard and subsequent re-delivery shall be by Change Order at prevailing local rates.

5. Weather-Related Delivery Impacts.

Weather-related site conditions that prevent safe delivery or installation may require diversion to an off-site location. All associated costs and schedule impacts shall be borne by the Owner/General Contractor and handled by Change Order. Weather risk decisions made by others are not PRC’s responsibility.

6. Sidewalks and Hardscape.

Sidewalks, flatwork, or hardscape outside the building footprint are excluded.

7. Trench Plates and Ground Protection.

Trench plates, matting, or other protection for soils, sidewalks, utilities, or improvements are by Owner/General Contractor. Any damage to site improvements during installation is the responsibility of Owner/General Contractor.

8. Spoils and Debris Removal.

Removal or disposal of soil, sand, spoils, or debris resulting from trenching or site installation is excluded.

9. Survey and Pad Construction.

Surveying, layout, building corner verification, finish floor elevation, excavation, and construction of subgrade building pads or footings (if required) per PRC plans are excluded.

10. Soils and Bearing Capacity.

Soils not capable of supporting a minimum bearing capacity of 1,500 PSF at 90% maximum dry density must be corrected by Owner/General Contractor prior to placement. In the absence of a geotechnical report, Owner/General Contractor shall verify soil capacity or provide an engineered foundation system.

11. Water Pressure & Flow Conditions.

Improper water pressure (not within 45-60 PSI), undersized meters, or insufficient flow requiring internal diaphragm tanks or pressure regulation shall be handled by Change Order.

Water service chlorination post-installation is by Owner/General Contractor.

12. Crane Radius Assumptions.

Crane pricing is based on a maximum 35-foot radius measured from crane center pin to the 534
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furthest module roof center point. Increased radius requiring larger equipment shall be by Change Order.

13. Permits, Bonds, and Inspections.

Bonds, building permits, site surveys, special inspections, final utility connections, and minor debris removal are excluded and by Owner/General Contractor. Plumbing leaks occurring due to unavailable site water at installation are excluded.

14. Traffic Control.

Site traffic control, flagging, or roadway coordination is excluded.

15. Work by Others.

Any equipment installation, site work, testing, or inspections not expressly included in PRC’s proposal are excluded.

16. Backflow Certification.

Backflow testing and certification, if required, are excluded.

17. Fire Suppression Systems.

Fire suppression systems of any type are excluded.

18. Electrical Utility Equipment.

Transformers, disconnects, service equipment, and utility-side electrical infrastructure are excluded.

19. Vapor Barriers and Insulation.

Under-slab vapor barriers and insulation, if required, are by Owner/General Contractor.

20. Gutters and Downspouts.

Gutters and downspouts, if required, are excluded unless expressly included.

21. Christy Boxes and Below-Grade Enclosures.

Christy boxes, pull boxes, and below-grade electrical or plumbing enclosures are excluded.

PRC utility connections terminate at points of connection within six (6) feet of the building, above finished grade, per approved shop drawings.

22. Licensed Plumber Requirements.

If a jurisdiction requires a licensed plumber to perform any portion of PRC’s scope, such services are excluded. Any licensed plumbing services shall be provided by Owner/General Contractor and added only by written, mutually executed Change Order.

Standard Scope Inclusions & Exclusions
This proposal is expressly conditioned upon and incorporates by reference the following exhibits, which are attached hereto and made part of this proposal:

Exhibit A – PRC Standard Inclusions
Exhibit B – PRC Standard Exclusions
The Standard Inclusions define the work, materials, services, and responsibilities provided by Public Restroom Company (“PRC”).
535
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The Standard Bid Exclusions identify work, materials, services, permits, fees, and responsibilities expressly excluded from PRC’s scope unless specifically included in writing within this proposal or an approved change order.

In the event of any conflict between this proposal, drawings, specifications, or other contract documents, Exhibits A and B shall govern.

Insurance and Prevailing Wage Certification:

PRC shall comply with the required insurance requirements, wage reports, and safety requirements for the project, including OSHA regulations.

Special Insurance to Protect the Building Before Acceptance:

As PRC requires payment for each month of off-site construction, and since the building is not on owner property where their insurance will cover the building, PRC maintains a special policy that insures the property even when paid for off-site until the building is finally accepted by the owner. This special policy protects the Owner’s custom ordered materials to be used in the fabrication of the building during this period. PRC provides insurance to cover the building materials from supplier to manufacturer, while it is being built off-site, while in transit to the job site, during and after it is installed on-site until final acceptance. This special policy has a $1,000,000 coverage limit per modular unit. This exceeds the cost of any single building offered for sale herein.

Errors and Omissions Insurance:

Our firm utilizes the services of licensed architects, engineers, and drafting professionals to provide design of our buildings. Since these buildings are required to meet accessibility standards and building codes on site, and since PRC is the designer, PRC carries Errors and Omissions Insurance (E & O) to protect our clients from any errors. The policy covers a limit of up to $2,000,000 per occurrence and is more clearly explained in the insurance certificates provided after receipt of a purchase order.

WARRANTY:

All work performed by PUBLIC RESTROOM COMPANY (called “Company”) shall be warranted to the Owner to be of good quality, free of faults and defects in material, workmanship, and title for 5 years from last date of installation if building is installed by Company or 1 year if building is installed by Owner or Owner’s agent without on-site supervision by Company. Company warranty on building shell including exterior walls, concrete 8” slab/foundation, and roof system is warranted for 20 years structurally. The Company will repair or replace at their sole option any defects in work upon proper notice to the below stated address below.

Owner/General Contractor selected parts and materials that are not PRC approved will not be covered under PRC’s 5-year component warranty. These selections will be covered only by any available manufacturer warranty.

Our Company extended warranties shall be Company only and shall have no effect on any required Performance, Payment, or Warranty Bonds where Surety shall assume no liability to the Company, the Owner, or any third parties should the Company fail for any reason to deliver acceptable maintenance 536
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warranties beyond the one-year period. The warranty extension is solely between the owner and PRC and not the general contractor, bonding company, or architect/engineer of record.

This warranty applies only if all work performed by Company has been fully paid for, including change orders if applicable. Company has no responsibility for any neglect, abuse, or improper handling of building product.

The warranties expressed herein are exclusive, and are in lieu of all other warranties expressed or implied, including those of merchantability and fitness.

There are no warranties which extend beyond those described on the face of this Warranty. The foregoing shall constitute the full liability of the Company and be the sole remedy to the Owner.

Term of Offer and Acceptance:

This proposal shall remain valid for acceptance for a period of ninety (90) calendar days from the date of issuance, or, if submitted as part of a public bid, for the duration specified in the Owner’s bid documents. Acceptance of this proposal shall occur only upon written authorization to proceed, including approval of PRC’s post-bid preliminary notice to begin drawings, and shall remain subject to final Owner/General Contractor approval of PRC’s submittals and receipt of a fully executed contract or purchase order expressly incorporating this proposal.

PRC shall have no obligation to commence work or reserve production capacity until such acceptance conditions have been satisfied.

Price Validity:

Pricing is valid for twelve (12) months from the date of contract execution. If fabrication does not commence within that period due to delays outside the manufacturer’s control, the contract price shall be adjusted to reflect current labor, material, and freight costs.

Special Notice of Possible Project Cost Increases as a Result of Late Payments:

In the event of delayed or late payment, PRC shall have the right to remedies including late charges, overall project total cost increases, and other damages as allowed by applicable law. The contract price quoted herein is a discounted price based upon our receipt of progress payments as invoiced on the agreed billing schedule of PRC. In the event of non-payment, PRC will provide a 5 day written notice to cure and if payment is still not received, the payment due may increase, to an undetermined amount, to cover work stoppage, remobilization, cancellation of materials and subsequent restocking charges, resale of the contracted building to another party, storage fees, additional crane fees, travel and per diem costs for field crews, and any other cost applicable to the project, as allowed by law. Interest if applicable to non-payment will be assessed at the maximum amount allowed by law or 18% whichever is greater.

Storage Fees:

Upon completion of fabrication, Public Restroom Company must receive a confirmed delivery and installation date scheduled to occur within ninety (90) calendar days of the fabrication completion date. 537
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If delivery and installation are scheduled to occur more than ninety (90) days after fabrication completion, storage fees shall apply beginning on the ninety-first (91st) day. Storage fees shall be assessed at a rate of Five Hundred Dollars ($500.00) per module per thirty (30) days, prorated daily at Sixteen Dollars and Sixty-Seven Cents ($16.67) per module per day, until delivery occurs.

Storage fees shall apply regardless of cause, including but not limited to site readiness, permitting delays, weather, or scheduling constraints beyond PRC’s control.

Project Abandonment:

If delivery is delayed more than one year after building completion due solely to Owner/Client action or inaction, PRC may, upon written notice, deem the building abandoned unless a mutually acceptable delivery schedule is confirmed.

In the event of abandonment, PRC may reallocate or resell the building to mitigate damages. Any resale shall not relieve Owner/Client of financial obligations incurred under the Agreement.

Termination:

Upon Termination for any reason, Owner/General Contractor shall be liable for the cost of all work performed up to the date of termination. Additionally, Owner/General Contractor shall pay for off-site demolition and disposal of the partially or fully fabricated building as well as any non-returnable materials which were custom ordered to complete fabrication in PRC’s factory location. Any returned materials are subject to return and restocking fees at the Owner/General Contractor expense.

Venue for Contract Jurisdiction:

Public Restroom Company requires all contracts accepted by our firm to hold that the venue for legal jurisdiction for this contract offer and acceptance shall be Douglas County, Nevada. In the event of your default, PRC shall be entitled to the full amount due including reasonable attorney fees, costs, storage, expenses of physical recovery, and statutory interest, as allowed by law. 538
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No modifications to this offer shall be authorized unless confirmed in writing by the President of Public Restroom Company.

Offered by: Public Restroom Company by _________________________________ Charles E. Kaufman IV, President
This proposal constitutes a conditional acceptance of the preliminary purchase order for the building, subject to the review and acceptance of the submittals furnished by Public Restroom Company. Upon written acceptance of the preliminary submittals, this proposal, together with the accepted submittals, shall constitute the final and binding purchase agreement between the parties. At the Owner’s or General Contractor’s discretion, a final purchase order or formal contract may be substituted, provided such document expressly incorporates this proposal and its terms without modification.

Accepted by:
_______________________________ _______________________________ Authorized Signature Date Signed
_______________________________ _______________________________ Printed Name Legal Entity Name and Address
539
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Exhibit A – PRC Standard Inclusions
The following inclusions define the standard scope provided by Public Restroom Company (“PRC”) for factory-built modular restroom and concession buildings. These inclusions apply unless otherwise modified in PRC’s written proposal.

1. MODULAR BUILDING FABRICATION (FACTORY SCOPE)
PRC includes the full off-site fabrication of the modular building(s), including:

1.1 Structural building shell, roof system, wall assemblies, and floor system

1.2 Interior finishes, partitions, doors, frames, and hardware

1.3 Factory-installed plumbing, electrical, mechanical, and ventilation systems

1.4 Factory installation of all PRC-supplied fixtures and restroom accessories

1.5 Factory-applied coatings, sealants, water barriers, and graffiti-resistant finishes per PRC standards

1.6 Quality control inspections required by state modular programs

1.7 Modular insignia and state approval labeling (HCD or equivalent)

2. SUBMITTALS & DOCUMENTATION
PRC includes preparation and submission of:

2.1 Modular building shop drawings and factory plans required for modular approval

2.2 Standard product data sheets, fixture cut sheets, and finish schedules

2.3 Color selection sheets (PRC standard colors unless otherwise stated)

2.4 Warranty documentation for PRC-provided materials and equipment

2.5 As-built modular drawings upon completion of fabrication (only if required) PRC’s submittals apply only to factory-built components.

3. MEP SYSTEMS (FACTORY INSTALLATION)
PRC includes:

3.1 Complete factory plumbing installation within building footprint

3.2 Electrical wiring, panels, breakers, devices, and exterior/interior lighting

3.3 HVAC equipment or ventilation systems as specified and installed in factory

3.4 Water heater, mixing valves, flush valves, and other PRC-supplied fixtures

3.5 Conduit stub-outs at designated exit points for site connection

3.6 Factory pressure testing and system quality checks

4. BUILDING DELIVERY
PRC includes:

4.1 Transportation of modular building from factory to project site

4.2 Standard delivery scheduling and coordination

4.3 On-truck inspection prior to offloading

4.4 Escort or oversize permitting within PRC’s typical operating region Special transportation requirements may be handled by change order. 540
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5. BUILDING SET & INSTALLATION (LIMITED SCOPE)
PRC includes limited on-site services necessary to set the modular unit(s):

5.1 On-site PRC supervisor or set crew to guide building placement

5.2 Bolting/anchoring the building to the GC-provided foundation or pad

5.3 Connection of factory building systems to GC-provided utility stub-outs within 4-6 feet of building perimeter

5.4 On-site finish touch-ups immediately surrounding crane-set activities

5.5 Leveling, alignment, and final adjustment of building sections (if applicable) Crane and rigging services are included only if specifically stated in the proposal.

6. CLEANING & CLOSEOUT
PRC includes:

6.1 Factory-quality interior and exterior cleaning prior to shipment

6.2 Basic on-site cleaning after installation directly related to PRC work

6.3 Delivery of O&M manuals for PRC-installed equipment

6.4 Punchlist completion for PRC scope only

7. WARRANTY
PRC includes:

7.1 PRC standard limited warranty for modular building structure and components

7.2 Manufacturer warranties for PRC-supplied fixtures and equipment

7.3 Warranty start date consistent with substantial completion of PRC’s scope or delivery/set, as contractually defined
Warranty does not cover damages caused by others, vandalism, misuse, or site utility issues.

8. PROJECT SUPPORT & COORDINATION
PRC includes:

8.1 Participation in virtual coordination meetings as needed

8.2 Reasonable clarifications to the design team regarding PRC scope

8.3 Attendance at on-site set day activities

8.4 Coordination with GC on foundation, utilities, and delivery readiness (informational)

9. CODE & REGULATORY COMPLIANCE (FACTORY SCOPE)
PRC includes:

9.1 Compliance with state modular building code (e.g., HCD in California)

9.2 Factory inspections required by the modular program

9.3 ADA compliance within the modular building (PRC-provided components)

9.4 Compliance with health department requirements only if specified and included in proposal 541
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Exhibit B – PRC Standard Exclusions
The following exclusions apply to Public Restroom Company's (PRC) bid proposal unless specifically included in writing. These exclusions ensure clarity of scope and align responsibilities consistent with modular manufacturing practices and state modular building regulations.

1. SITE WORK & CIVIL EXCLUSIONS
PRC’s bid excludes all site-related work, including but not limited to:

1.1 Excavation, grading, trenching, shoring, dewatering, or compaction

1.2 Concrete foundations, slabs, piers, pedestals, anchor bolts, reinforcing steel

1.3 Utility trenching, conduits, underground piping, or utility relocations

1.4 Backfill, base rock, soil stabilization, or remediation

1.5 Asphalt paving, sidewalks, hardscape, curb & gutter, or landscaping

1.6 Erosion control, dust control, and SWPPP implementation

1.7 Site access improvements, temporary roads, mats, or surface protection

2. UTILITIES & SITE CONNECTIONS
PRC excludes:

2.1 Installation, modification, or extension of sewer, water, electrical, gas, storm drain, or communication utilities beyond 5 feet of the building connection point

2.2 Utility verification, investigation, video inspection, or leak testing

2.3 Procurement or payment of plumbing, mechanical, or electrical permits (unless specifically included)

2.4 Cathodic protection or grounding grid systems outside PRC’s building footprint

3. ENVIRONMENTAL, HEALTH & SAFETY REQUIREMENTS
PRC excludes:

3.1 Environmental monitoring, biological monitoring, or cultural resource survey

3.2 Hazmat testing, abatement, removal, or soil remediation

3.3 Archaeological watching services or Native American monitoring

3.4 Noise, vibration, air quality, or geotechnical testing

3.5 Spill prevention planning (SPCC), stormwater reports, or environmental compliance documentation

4. TESTING, COMMISSIONING & FIELD SERVICES
PRC excludes:

4.1 Testing, Adjusting, and Balancing (TAB)

4.2 Commissioning, functional performance testing, or third-party certifications

4.3 Building automation system integration, controls programming, or networking

4.4 On-site start-up of HVAC, electrical, lighting controls, or plumbing systems beyond factory testing

4.5 Pressure testing of site-installed utilities

4.6 Owner training, maintenance videos, or extended O&M services 542
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5. SPECIAL INSPECTIONS, PERMITS & FEES
PRC excludes:

5.1 Local building permits for on-site work.

5.2 Plan check fees, impact fees, utility connection fees, school fees, traffic fees

5.3 Special inspections outside the factory approval process (e.g., concrete, masonry, welding, soils)

6. GENERAL CONDITIONS & JOBSITE RESPONSIBILITIES
PRC excludes:

6.1 On-site project management, superintendent, or daily attendance

6.2 Temporary power, water, toilets, fencing, lighting, storage, staging, security, and waste disposal

6.3 Jobsite safety enforcement or OSHA compliance for work by others

6.4 Scheduling of other subcontractors or coordination of site trades

6.5 Protection of building before the site is ready for delivery and set

6.6 Traffic control, flagging, or road closure permits

7. MATERIAL & FIXTURE EXCLUSIONS
PRC excludes:

7.1 Owner-furnished or GC-furnished items not listed in PRC’s proposal

7.2 Substituted products or alternates not pre-approved

7.3 Additional coatings, graffiti systems, or finishes beyond PRC standard

7.4 Any changes to fixtures or accessories after contract execution without a written change order

8. DESIGN, ENGINEERING & DOCUMENTATION
PRC excludes:

8.1 Civil, structural (for site structures), mechanical, electrical, or landscape engineering of site-built work

8.2 Architectural design beyond factory modular drawings

8.3 3D modeling, BIM coordination, or clash detection

8.4 Foundation design, grading plans, or drainage studies

8.5 Submittals related to non-PRC scope (site utilities, foundations, etc.)

9. DELIVERY & INSTALLATION LIMITATIONS
PRC excludes:

9.1 Crane, rigging, and hoisting unless specifically noted in the proposal

9.2 Transportation permits outside PRC’s standard delivery

9.3 Offloading delays caused by site readiness, weather, or access restrictions

9.4 Storage or laydown area preparation

9.5 Set crew standby charges unless explicitly included 543
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10. WARRANTY & POST-INSTALLATION SERVICES
PRC excludes:

10.1 Warranty extensions or owner-specified warranty formats

10.2 On-site warranty repair trips caused by site utility issues, vandalism, misuse, or environmental exposure

10.3 Consumables such as lamps, filters, batteries, soap, or paper goods

11. REGULATORY & CODE COMPLIANCE LIMITATIONS
PRC excludes:

11.1 Local jurisdiction plan review of site-built components

11.2 Adult Changing Station provisions unless explicitly included

11.3 Permitting or inspection of work outside PRC’s building footprint

11.4 Local licensed plumber or electrician unless specifically contracted

11.5 Christy boxes, junction boxes, pull boxes, meter pedestals, or site-based electrical gear

12. CHANGE MANAGEMENT
All changes to the specifications, drawings, or materials requested after contract execution shall be handled through a written, approved Change Order and may affect cost and schedule. 544
Date:

Bldg Size:

Type of Bldg:

CAP BEAM
Entire Building Ceiling 5/16" Cement Board Stucco Pattern Over 5/8" OSB Vertical Seam 24 ga AEP Span-Lok HP 24 GA
Behind Mop Sink Block Filler & Epoxy Paint To Cap Beam

ITEM DESCRIPTION

ROOF SYSTEM
Shower - Above Cap Beam Stucco Pattern FRC - Epoxy Paint Above Cap Beam Shower - To cap Beam Block Filler & Epoxy Paint To Cap Beam Mechanical - To Cap Beam Block filler & paint To Cap Beam Mechanical - Above Cap Beam Painted OSB Above Cap Beam
Restrooms - Above Cap Beam Stucco Pattern FRC - Painted Above Cap Beam ROOM
Restrooms Below Cap Beam Block filler & paint To Cap Beam

FINISH HEIGHT

WALL FINISHES - INTERIOR
Vents SS Wire Mesh Stainless Steel Wire Mesh
Alcove Precision CMU Painted To Cap Beam
Exterior Paint PPG Exterior Gloss - Colors TBD by client Siding -Above- Cap Beam Nichiha Vintagewood Cedarwood Panel Above Cap Beam Siding -Below- Cap Beam Nichiha Vintagewood Cedarwood Panel To Cap Beam Siding -Below- Cap Beam AEP Span-lok HP 24G To Cap Beam Cap Beam Cap Beam, Steel Tube, Painted
TYPE
CMU Uncoated To Cap Beam

FINISH HEIGHT

WALL FINISHES - EXTERIOR
Precision Exterior 4" CMU
Site Address: 425 Todhunter Ave
City, State, Zip: West Sacramento, CA 95605

SPECIFICATIONS
Project #: 12021D
Project Name: Bryte Park
Restroom Tile: 6x6 Quarry Texture W/6x5 Tile Cove Base with Epoxy Grout Tan

TYPE OF BUILDING
Construction Type
Roof Construction Wood Framed walls above cap beam, and wood framed rafters All

WALL SYSTEM

BUILDING WALLS HEIGHT
Building Walls Height 7'4"

EXTERIOR WALLS - CMU BLOCK TYPE AND COLOR ROWS
Precision Gray
FINISH

FLOOR SYSTEM
Entire Building

ROOM/ITEM
7/22/2025
See Drawings
SS-0100-CUST
Restroom
Exposed Concrete with Light Broom Finish with Integral Additive for Stain/Moisture Resistance Mechanical Floor Coating with Skid Resistant Additive - Flakes 545

DESCRIPTION
SIZE
Metering Faucet Single Hole Metering Faucet, Chicago Model # 333-E2805-765PSHAB - Tempered Tempered Water to Lavs Thermostatic Mixing Valve, Acorn Model # ST70-12 Water Heater
Recirculation Pump
AO Smith/Bradford White 50 Gal Residential
GRUNDFOS UP-10-16PMBU/LC #G98420224

FIXTURE/PART DESCRIPTION

PLUMBING GENERAL
Showers # 1741CBC Series
Mop Rack ProFlo PF245: Mop Hanger
Floor Mount Mop Sink Mustee Mop Service Basin, Model # 63M 24" x 24" x 10", Color: White Floor Drains: W/Trap Primer Floor Drain Zurn # Z451-2ZN-IP2-5B-P13(1/2")

PLUMBING SPECIAL

FIXTURE/PART DESCRIPTION
Lever - Toilet Flush Valve Zurn W.C. Flush Valve 1.28 Ga Zurn # Z6143AV-HET-7L-BG Bottle Filler Wall Mounted Bottle Filler, Lead Free, Type 304 Stainless Steel, Haws Model # 1920 Drinking Fountain Wall Mounted Drinking Fountain, 14 Gauge, Type 304 Stainless Steel, Haws Model # 1109.14 Lavs - Stainless Steel Rear Connect Acorn # 1652LRB-1-DMS-03-M-316SS Toilets - Stainless Steel Acorn # 1675 W-1-HET 1.28 GPF-FVBO-ADA-PFS-316SS

PLUMBING

FIXTURE/PART DESCRIPTION
ADA Custom Bench 24"x48" Stainless Steel Frame with Phenolic Boards Shower Seat: ADA, Folding Bobrick B-5181 Folding Shower Seat Reversible ITEM

RESTROOM SPECIALTY ITEMS

DESCRIPTION FINISH
Soap Dispenser PRC Proprietary Tank
W/Thru Wall Valve Thru Wall Valve ASI #353
Mirrors - Stainless Steel Bobrick B-1556 1830 - Size 18"x30"

ITEM MANUFACTURER/DESCRIPTION
Utility Hook Utility Hook, Bright Finish, Bobrick # B-670 Hand Dryer Dyson Airblade V, Low Voltage 120V, Model # HU02 Spray Nickel Baby Changing Station Foundations 200-EH-1 Stainless Steel 3-roll Toilet Paper Holders Royce Rolls TP-3 Stainless Steel Signage
Grab Bars Grab Bars Stainless Steel
Door/Wall Signs Polished Aluminum & Blue
Aluminum Louvers (Chase) Louver Sunvent Industries Model #157 Polished Aluminum ITEM

RESTROOM ACCESSORIES

MANUFACTURER/DESCRIPTION FINISH
Door Stop/Bumper Door Stop/Bumper, Floor Mounted, Brass, Item # DSF444U26D Restroom Ives Crash Chain Ives Crash Chain, # CS11526D20, US26D, 20.5, Crash Stop Chase Door Threshold Pemko Threshold 5" Wide, MiIl Finish Alum, #229A36" Restroom Door Threshold Threshold Fluted Saddle Mill Finish Alum 4" Wide #270A36 Chase Door Sweeps NGP Door Sweep 200NA36 Chase
Door Closer
Pull Plates

ITEM LOCATION
Rockwood-VRT24 "Z" w/Anti-Microbial
LCN Closer, Model # 4211 Cush Arm Restroom/Shower
Occupancy Indicator Schlage Deadbolt B660 and Occupancy Indicator Deadbolt SCHLAGE B600 series temporary large format core ITEM
Hollow Metal Doors Hollow Metal: Galvanized 14 GA. Door w/ 14 GA Frame Continuous Hinge

DOORS - HARDWARE

DESCRIPTION
546
200 amp Single Phase -

RECEPTACLES/SWITCHES, HEATERS, FANS, HVAC, LIGHTED SIGNS

ITEM DESCRIPTION LOCATION
GFCI (Adjacent to Panel)
Single Pole (Any Other Location)
Receptacles
Emergency Light Lithonia ELM2L Led 2 Head Led Emergency Light (Mechanical Room) Switches
Switches By Pass By Pass OCC Sensors
Chase Lights C) Green AL-41L Waterproof 15 Watts
Exterior Lights W) Luminaire, AEL-12 (Dark Sky Compliant) 20" long 10 Watts Exterior Light W/C) Luminaire, Swoop Series SWP-610-OP-BRZ 15 Watts Lighting Control -Exterior On Timer - Intermatic 7 Day Astronomical Time Clock Switch #ET8215C Interior Lights W/C) Luminaire, Swoop Series SWP1212-OP-BRZ-OCC 15 Watts Lighting Control -Interior Light Fixture Integraded Occupancy Sensor (OCC) ITEM
Breakers Plug on (QOD)

LIGHTING
DESCRIPTION (W=WALL, C=CEILING)
Electrical Panel

ELECTRICAL

ITEM DESCRIPTION
120/240 v 30 Circuits
Hose Bibb- Interior Jay R Smith 5509QT-R-150 Lockable
Hose Bibb- Interior Acorn #8121-LF - in the Chase
Bladder Tank ProFlo PFX32
Bladder Tank ProFlo PFXT5
Water Line Material
Double Check Valve LF007M2-QT
Valve Combo (PRV) Valve Combo with Pressure Reducing Valve Copper
Tempered Water to Lavs Watts Thermostatic Mixing Valve, Lead Free, Series MMV - 1/2", EDP # 0559115 547
PROJECT REF#: 12021D-7/3/2025-2
COPYRIGHT 2025, PUBLIC RESTROOM COMPANY THIS MATERIAL IS THE EXCLUSIVE PROPERTY OF PUBLIC RESTROOM COMPANY AND SHALL NOT BE REPRODUCED, USED OR DISCLOSED TO OTHERS EXCEPT AS AUTHORIZED BY THE WRITTEN PERMISSION OF PUBLIC RESTROOM COMPANY.

WEST SACRAMENTO, PARK CALIFORNIA
RESTROOM/ CHANGING RM./BUILDING
2587 BUSINESS PARKWAY
MINDEN NEVADA 89423
P: 888-888-2060 F: 888-888-1448
www.PublicRestroomCompany.com
BRYTE
D

KEY PLAN
SCALE: NOT TO SCALE

THIS CONCEPTUAL/ PRELIMINARY DESIGN
AND THE 3D RENDERING IS AN ARTISTIC
INTERPRETATION OF THE DESIGN. IT IS NOT

MEANT TO BE AN EXACT RENDITION OF THE
FINISH PRODUCT. SOME ITEMS MAY NOT BE

STANDARD AND/OR SUBJECT TO CHANGE

DURING PROJECT DEVELOPMENT
12021D
12021D

SLAB BY OTHERS

ROOF STRUCTURE

BY OTHERS
12021D
548
PROJECT REF#: 12021D-7/3/2025-2
COPYRIGHT 2025, PUBLIC RESTROOM COMPANY THIS MATERIAL IS THE EXCLUSIVE PROPERTY OF PUBLIC RESTROOM COMPANY AND SHALL NOT BE REPRODUCED, USED OR DISCLOSED TO OTHERS EXCEPT AS AUTHORIZED BY THE WRITTEN PERMISSION OF PUBLIC RESTROOM COMPANY.

WEST SACRAMENTO, PARK CALIFORNIA
RESTROOM/ CHANGING RM./BUILDING
2587 BUSINESS PARKWAY
MINDEN NEVADA 89423
P: 888-888-2060 F: 888-888-1448
www.PublicRestroomCompany.com
BRYTE

FLOOR PLAN
SCALE: NOT TO SCALE
D

THIS CONCEPTUAL/ PRELIMINARY DESIGN
AND THE 3D RENDERING IS AN ARTISTIC
INTERPRETATION OF THE DESIGN. IT IS NOT

MEANT TO BE AN EXACT RENDITION OF THE
FINISH PRODUCT. SOME ITEMS MAY NOT BE

STANDARD AND/OR SUBJECT TO CHANGE

DURING PROJECT DEVELOPMENT
549
18'-0" 18'-0" 18'-0" 18'-0"
49'-8"
(DIMENSION TAKEN FROM THE
FLOOR PLAN PROVIDED) 78'-9" (DIMENSION TAKEN FROM THE FLOOR PLAN PROVIDED) KEY PLAN SCALE: 3/32"=1'0" A-1 BENCHES/ LOCKERS (BY OTHERS)SHOWER WALLS (BY OTHERS) EXTERIOR SINK/ WALLS (BY OTHERS) PRIVACY WALLS (BY OTHERS) LINE OF ROOF (BY OTHERS) LINE OF ROOF (BY OTHERS) RESTROOM BUILDING 12021E RESTROOM/ SHOWER BUILDING 12021D PROJECT #: MAX. PERSON / HOUR: REVISION # 12021D 225SHEET# START 5/28/2025 DATE: DRAWN BY: EOR REVISION DATE: 2 DRAWN BY: C O P Y R I G H T 2 0 2 5 , P U B L I C R EST R O O M C O M PA N Y T H IS MATERIAL IS THE EXCLUSIVE P R O P E R T Y O F P U B L I C R E S T R O O M C O M P A N Y A N D SHALL NOT BE REPRODUCED, U S E D , O R D I S C L O S E D T O O T H E R S E X C E P T A S AUTHORIZED BY THE WRITTEN P E R M I S S I O N O F P U B L I C R E S T R O O M C O M P A N Y . ~NOT FOR CONSTRUCTION ~ PRELIMINARY DESIGN DRAWING ONLY ~ DO NOT SCALE, DIMENSIONS PRESIDE PROJECT: BUILDING TYPE: S PROJECT REF#: 12021D-7/3/2025-2 RESTROOM/ SHOWER BUILDING BRYTE PARK WEST SACRAMENTO, CA THIS CONCEPTUAL/ PRELIMINARY DESIGN AND THE 3D RENDERING IS AN ARTISTIC INTERPRETATION OF THE DESIGN. IT IS NOT MEANT TO BE AN EXACT RENDITION OF THE FINISH PRODUCT. SOME ITEMS MAY NOT BE STANDARD AND / OR SUBJECT TO CHANGE DURING PROJECT DEVELOPMENT 7/3/2025 EOR 550 FLOOR PLAN KEYNOTES: 1 ELEC PANEL 234 5678 MOP SINK W/ MOP HOLDER ABC 2 1 INGRESS/ EGRESS, TYP. LIGHTING TYP. UTILITY CHASE 2'x4' ADA BENCH W/ SIDE & FRONT ACCESS DRINKING FOUNTAIN W/ BOTTLE FILLER 11'-4"
(MOD-'2') 11
10'-0"
(MOD-'1') 26'-8" (MOD-'1') 22'-8" (MOD-'2') ACC/ ALL GENDER RESTROOM/ SHOWER B B C C C C 5 8 2 1 9 3 2 1 HOOK, TYP. 7 4 9 LINE OF ROOF 10 (BY OTHERS) STRUCTURAL COLUMNS, TYP. (BY OTHERS) 10 12 PRIVACY WALLS (BY OTHERS) 41 S.F. 41 S.F. 19 S.F. 19 S.F. 19 S.F. 144 S.F. 23'-6" (SLAB '2') 26'-8" (SLAB '1') 10'-8"
(SLAB-'1')
12'-0"
(SLAB-'2') ACC/ ALL GENDER RESTROOM 1112 ADA SHOWER BABY CHANGING 6 6 5 7 7 7 6 AC ALL GENDER RESTROOM A 97 S.F. 70 S.F. 4- 3- FLOOR PLAN SCALE: 1/8"=1'0" A-2 2- 1- RESTROOM/ CHANGING RM. 12021D PROJECT #: MAX. PERSON / HOUR: REVISION # 12021D 225SHEET# START 5/28/2025 DATE: DRAWN BY: EOR REVISION DATE: 2 DRAWN BY: C O P Y R I G H T 2 0 2 5 , P U B L I C R EST R O O M C O M PA N Y T H IS MATERIAL IS THE EXCLUSIVE P R O P E R T Y O F P U B L I C R E S T R O O M C O M P A N Y A N D SHALL NOT BE REPRODUCED, U S E D , O R D I S C L O S E D T O O T H E R S E X C E P T A S AUTHORIZED BY THE WRITTEN P E R M I S S I O N O F P U B L I C R E S T R O O M C O M P A N Y . ~NOT FOR CONSTRUCTION ~ PRELIMINARY DESIGN DRAWING ONLY ~ DO NOT SCALE, DIMENSIONS PRESIDE PROJECT: BUILDING TYPE: S PROJECT REF#: 12021D-7/3/2025-2 RESTROOM/ SHOWER BUILDING BRYTE PARK WEST SACRAMENTO, CA THIS CONCEPTUAL/ PRELIMINARY DESIGN AND THE 3D RENDERING IS AN ARTISTIC INTERPRETATION OF THE DESIGN. IT IS NOT MEANT TO BE AN EXACT RENDITION OF THE FINISH PRODUCT. SOME ITEMS MAY NOT BE STANDARD AND / OR SUBJECT TO CHANGE DURING PROJECT DEVELOPMENT 7/3/2025 EOR 551 5 12 5 7'-4" 0'-0"
13'-0" 2 6 1 SLAB BY OTHERS 12021E ROOF STRUCTURE BY OTHERS RESTROOM ALL GENDER RESTROOM ALL GENDER RESTROOM ALL GENDER RESTROOM ALL GENDER RESTROOM ALL GENDER 7'-4" 0'-0" 13'-4" 2 6 2 3 7 7 7 7 7 RESTROOM ALL GENDER SHOWER RESTROOM ALL GENDER SHOWER ELEVATION KEYNOTES: HARDIE TRIM PAINTED TO MATCH GRAY BASE PANELS 23456 MODULAR-JOINT LINES, TYP. CORR. METAL ROOF PANELS S.S MESH VENT SCREEN, TYP. 1 NICHIHA ARCHITECTURAL PANEL: VINTAGEWOOD CEDAR WALL TILES DRINKING FOUNTAIN W/ BOTTLE FILLER 7 ELEVATION 1 SCALE:1/8"=1'-0" ELEVATION 2 SCALE:1/8"=1'-0" A-3 PROJECT #: MAX. PERSON / HOUR: REVISION # 12021D 225SHEET# START 5/28/2025 DATE: DRAWN BY: EOR REVISION DATE: 2 DRAWN BY: C O P Y R I G H T 2 0 2 5 , P U B L I C R EST R O O M C O M PA N Y T H IS MATERIAL IS THE EXCLUSIVE P R O P E R T Y O F P U B L I C R E S T R O O M C O M P A N Y A N D SHALL NOT BE REPRODUCED, U S E D , O R D I S C L O S E D T O O T H E R S E X C E P T A S AUTHORIZED BY THE WRITTEN P E R M I S S I O N O F P U B L I C R E S T R O O M C O M P A N Y . ~NOT FOR CONSTRUCTION ~ PRELIMINARY DESIGN DRAWING ONLY ~ DO NOT SCALE, DIMENSIONS PRESIDE PROJECT: BUILDING TYPE: S PROJECT REF#: 12021D-7/3/2025-2 RESTROOM/ SHOWER BUILDING BRYTE PARK WEST SACRAMENTO, CA THIS CONCEPTUAL/ PRELIMINARY DESIGN AND THE 3D RENDERING IS AN ARTISTIC INTERPRETATION OF THE DESIGN. IT IS NOT MEANT TO BE AN EXACT RENDITION OF THE FINISH PRODUCT. SOME ITEMS MAY NOT BE STANDARD AND / OR SUBJECT TO CHANGE DURING PROJECT DEVELOPMENT 7/3/2025 EOR 552 1 12021E ROOF STRUCTURE BY OTHERS SLAB BY OTHERS 7'-4" 0'-0" 5 12 13'-4" 2 6 7'-4" 0'-0"
13'-0" 1 6 1
13'-4" ELEVATION KEYNOTES: HARDIE TRIM PAINTED TO MATCH GRAY BASE PANELS 23456 MODULAR-JOINT LINES, TYP. CORR. METAL ROOF PANELS S.S MESH VENT SCREEN, TYP. 1 NICHIHA ARCHITECTURAL PANEL: VINTAGEWOOD CEDAR WALL TILES DRINKING FOUNTAIN W/ BOTTLE FILLER 7 ELEVATION 3 SCALE:1/8"=1'-0" ELEVATION 4 SCALE:1/8"=1'-0" A-4 PROJECT #: MAX. PERSON / HOUR: REVISION # 12021D 225SHEET# START 5/28/2025 DATE: DRAWN BY: EOR REVISION DATE: 2 DRAWN BY: C O P Y R I G H T 2 0 2 5 , P U B L I C R EST R O O M C O M PA N Y T H IS MATERIAL IS THE EXCLUSIVE P R O P E R T Y O F P U B L I C R E S T R O O M C O M P A N Y A N D SHALL NOT BE REPRODUCED, U S E D , O R D I S C L O S E D T O O T H E R S E X C E P T A S AUTHORIZED BY THE WRITTEN P E R M I S S I O N O F P U B L I C R E S T R O O M C O M P A N Y . ~NOT FOR CONSTRUCTION ~ PRELIMINARY DESIGN DRAWING ONLY ~ DO NOT SCALE, DIMENSIONS PRESIDE PROJECT: BUILDING TYPE: S PROJECT REF#: 12021D-7/3/2025-2 RESTROOM/ SHOWER BUILDING BRYTE PARK WEST SACRAMENTO, CA THIS CONCEPTUAL/ PRELIMINARY DESIGN AND THE 3D RENDERING IS AN ARTISTIC INTERPRETATION OF THE DESIGN. IT IS NOT MEANT TO BE AN EXACT RENDITION OF THE FINISH PRODUCT. SOME ITEMS MAY NOT BE STANDARD AND / OR SUBJECT TO CHANGE DURING PROJECT DEVELOPMENT 7/3/2025 EOR 553 Bryte Park 'E' - West Sacramento, CA| 04/20/2026| Reference # 12021E-7/3/2025-2 2587 Business Parkway | Minden, NV 89423 | www.PublicRestroomCompany.com | p: 888-888-2060 | f: 888-888-1448 1 of 17
Price Proposal: Bryte Park 'E' - West Sacramento, CA
Date: April 20, 2026
Reference: 12021E-7/3/2025-2
Sourcewell: Contract # 052725-PRM
Our Offer to Sell:

1. Total Cost of Building Fabrication, Delivery, Offset and Installation $ 781,835

2. Prefabricated Building delivered to site $ 756,581 – Sourcewell 5% Discount = $ 718,752 Public Restroom Company (PRC) herein bids to furnish (building only per plans and specifications, delivered to site with all costs except installation including applicable taxes excluding retention. (Retention is not allowed as this is materials or a product fully assembled before shipment to the site and therefore not subject to retention.)

3. Installation: Turnkey Installation of the Building above $ 63,083 with retention allowed.

Public Restroom Company also includes in this two-part quotation our turnkey installation package for this building. Our national factory authorized installation team will:
a. Arrive onsite to confirm and verify the Owner/General Contractor provided scope of work in preparation for installation including access to the site. b. Verify the building pad size, building corners, finished slab elevation, utility depth and location, meter size and distance from building, and compaction compliance. c. Excavate the utility trenches for placement of our prefabricated underground piping tree for the buildings plumbing and electrical, set the plumbing tree in place, provide the water test for inspection before backfilling, and then place the adjacent coarse sand that Owner/Contractor provided alongside the building pad and screed it level for final building placement. PRC will need onsite water availability for wetting the sand bed before building placement to consolidate the pad.
d. Set the building on the site pad.
e. Connect the utility piping stub ups to the building piping stub down building points of connection for water, sewer, and electrical conduit to the building internal electrical panel.

4. Owner/General Contractor Final Tie in of Utilities and other site work:
a. The Owner/Contractor is responsible for making all final plumbing connections at the POC location approximately 4’-6’ outside of the building footprint. b. The Owner/Contractor is responsible for pulling wire and completing all final tie-ins to the electrical panel from the POC location approximately 4-6’ outside of the building footprint.
c. The Owner/Contractor is responsible for preparing the pad/foundation. PRC will trench through provided pad/foundation to the POC locations provided by the GC between 4’- 6’ outside of the building footprint.
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OWNER/GENERAL CONTRACTOR SCOPE OF WORK WITH/WITHOUT FOOTINGS:

Scope of Work Background:

Owner/General Contractor shall survey the site, establish survey for the building pad and prefabricated building slab elevation and front corners, excavate for building footings (if required), locate footing sleeves for electrical, waste, and water, pour the footings (if required), furnish sand base adjacent to subgrade pad, and provide location for utility POC’s nominally 4’-6’ outside the building’s subgrade.

Preparation of Building Pad:

Owner/General Contractor is responsible for providing the building subgrade pad or when required footings. Determination of subgrade type is outside of Public Restroom Company’s scope. Pad/Footing specifications are to be provided by the Owner/General Contractor based on site-specific requirements as determined by the Local Authority Having Jurisdiction (AHJ) and soil conditions. Final subgrade design must meet or exceed the minimum design criteria provided for reference by Public Restroom Company.

Subgrade Pad/Foundation Requirements:

1. Owner/General Contractor shall survey the building site and provide a finished slab elevation for the prefabricated building. The building pad size required is larger than the final actual building footprint. Provide building front corner stakes with 10’ offsets.

2. Excavate the existing site to the depth of the required footings to local code if required.

3. Furnish coarse concrete sand adjacent to subgrade pad so PRC can cut the utility trenches, install underground utilities, and screed sand.

4. If determined that under slab vapor barrier and or insulation is required, Owner/General Contractor shall provide materials and installation.

Owner/General Contractor verification of site access to allow Building Delivery:

1. You certify to PRC that suitable delivery access to the proposed building site is available. Suitable access is defined as 14’ minimum width, 16’ minimum height, and sufficient turning radius for a crane and 70’ tractor-trailer.

2. PRC cost is based upon the provided crane being able to get within 35’ of the building’s center and for the delivery truck to be no more than 35’ from the crane center picking point.

3. If the path to the building site traverses curbs, underground utilities, landscaping, sidewalks, or other obstacles that could be damaged, it is the Owner/General Contractor ‘s responsibility for repair and all costs, if damage occurs.

4. If trench plating is required, it shall be the cost responsibility of the Owner/General Contractor.

5. If unseen obstacles are present when site installation begins, it is the Owner/General Contractor responsibility to properly mark them and verbally notify PRC before installation.

6. If weather becomes an issue for safety or site installation delays due to weather, Owner/General Contractor or PRC with General Contractor’s confirmation may call-off set. If building set is stopped, relocation of the building modules to an onsite or offsite location may incur additional costs to Owner/General Contractor.
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Installation Notice and Site Availability:

PRC will provide sufficient notice of delivery of the prefabricated building. The Owner/General Contractor shall make the site available during the delivery period. During the delivery period, on an improved site, Owner should stop site watering several days before delivery to minimize the impact on the soils for the heavy equipment needed for installation.

Caution: If site is not ready for our field crew to perform their installation and if no notice of delay in readiness from Owner/General Contractor is received, PRC will provide a change order for remobilization daily until the site is ready for us. Ready means that the site pad is completed, the corner required survey stakes are in place, the slab elevation stakes are in place, the location of the front of the building is confirmed on site, and access to the site is available from an improved roadway.

Owner/General Contractor shall sign the change order before PRC will continue delivery.

Public Restroom Company will turnkey set the buildings including the hook up of utilities inside the building (only) when they are available. PRC will use its own factory trained staff for the installation.

Utility Connections:

1. PRC to complete all internal building plumbing connections and connections from the electrical panel to building’s fixtures. The Owner/ Contractor is responsible for making the final plumbing connections at the POC location approximately 4’-6’ outside of the building footprint.

2. The Owner/Contractor is responsible for pulling the wire and completing the final tie-in to the electrical panel from the POC location approximately 4’-6’ outside of the building footprint.

3. The Owner/Contractor is responsible for commissioning the building once final utility connections are made. This includes flushing & testing all water service lines before final startup.

Special Conditions, Permits, and Inspection Fees:

Follow any published specifications governing local building procedures for applicable building permit fees, health department fees, all inspection fees, site concrete testing fees, and compaction tests, if required by Owner. PRC is responsible for all required State inspections and final State insignia certification of the building, if applicable.

Jurisdiction for Off-site Work:

Jurisdiction, for permitting and inspection of this building shall be either the State agency who manages prefabricated building compliance in the state or the local CBO (when the State does not provide certification.) If the responsibility for building inspection is the local CBO, PRC will provide a certified plan set, calculations, and a factory inspection report from an approved third party for all closed work the local official cannot see.

PUBLIC RESTROOM COMPANY SCOPE OF WORK:

Our In Plant/Off-Site Construction Scheduling System:
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PRC has several off-site manufacturing centers in the United States, strategically located, with the proper equipment and trained staff to fabricate our custom buildings to our high-quality fit and finish standards. PRC manages quality control in our off-site production facility to comply with the approved drawings and provides an inspection certification and photos as required. When PRC proprietary designed and fabricated material are part of the project, PRC supplies the manufacturing centers with these proprietary components. The in-plant construction process is then scheduled to coordinate with your delivery date through our operations division field staff.

Special Payment and Progress Billing Terms:

Invoicing shall commence on or up to the end of the month following execution of the order and/or acceptance of the proposal or contract. The initial invoice shall be issued upon commencement of design and engineering activities, including architectural plan development. Upon commencement of fabrication, progress invoices shall be issued monthly based on factory percentage of completion, supported by factory inspections and photographic documentation.

1. Payment Terms
All invoices issued by Public Restroom Company are due Net Thirty (30) calendar days from the invoice date unless otherwise expressly agreed to in writing.

2. Condition Precedent to Production and Delivery
PRC’s obligation to continue fabrication, release materials, schedule delivery, or deliver the modular building is expressly conditioned upon timely payment of all undisputed invoices in accordance with the agreed payment terms.

3. Production Suspension for Non-Payment
In the event any undisputed invoice remains unpaid beyond the Net 30 payment term, PRC reserves the right, upon written notice, to suspend production, fabrication, procurement, and scheduling activities until payment is brought current. Any suspension caused by late payment shall result in a corresponding extension of schedule, and PRC shall not be responsible for delays or impacts arising from such suspension.

4. Delivery Contingent Upon Payment
PRC shall not be required to release the modular building for shipment until all invoices related to fabrication, materials, engineering, and manufacturing have been paid in full. Invoices associated solely with on-site installation services may remain outstanding until such services are performed.

5. Costs of Suspension and Restart
Any costs incurred by PRC because of payment-related suspension, demobilization, remobilization, storage, or rescheduling shall be the responsibility of the Owner/General Contractor and may be invoiced accordingly.

6. No Waiver
Acceptance of late or partial payment shall not constitute a waiver of PRC’s right to enforce these payment terms on current or future invoices.

PRC reserves the right to require payment assurances, including advance payment or modified billing terms, if payment performance becomes unsatisfactory.
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Specification Confirmation and Change Policy:

The Public Restroom Company’s pricing and schedule are based on the specifications, drawings, and performance criteria reviewed and approved at the time of contract execution. Once final specifications are confirmed and approved by the Owner or General Contractor, they are considered frozen for fabrication and procurement purposes. Any modification to materials, finishes, fixtures, equipment, or performance standards requested after contract execution including revisions to approved submittals, specification sections, or performance requirements shall constitute a Change in Scope.

Such changes will require a written Change Order and may result in adjustments to contract price, lead time, and delivery schedule.

The Public Restroom Company will not proceed with any change to approved specifications without written authorization from the contracting agency. Any delay in providing written authorization shall extend the delivery schedule accordingly.

Revisions to City/Owner Specifications Post-Contract:

If, after award, the Owner or its representatives issue revised specification sections, alternates, or addenda that alter PRC’s approved design, the cost of compliance shall be borne by the Owner through an approved Change Order.

PRC shall have no obligation to incorporate such revisions unless mutually agreed in writing.

Delivery and Installation:

Site Inspection:

Our highly trained field crew, upon site arrival, will verify the required dimensions of the building pad and the corner locations/elevation. PRC will also verify the delivery path from an accessible road or street and install the underground utilities to the point of connection nominally 4’-6’ from the exterior of the building.

Installation of Utilities under the Prefabricated Building:

Off-site, PRC fabricates underground utilities (water, and DWV piping and fittings) preassembled plumbing and electrical tree. Our site staff will set the underground tree into code depth excavated trenches, and our staff will install the coarse concrete sand to bed the piping per our submitted drawing.

PRC provides all the building’s under slab piping including the driven electrical ground rod. The Owner/General Contractor brings utility services to between 4’-6’ outside of the building footprint and are responsible for final connections at that point.

Connection of Utilities Post Building Placement:

After placement of the building on the pad by PRC, our field staff will tie in the water and sewer connection “inside” the building only and terminate at a point of connection (POC) outside the building clearly marked for each utility service. The Owner/General Contractor is responsible for final utility point of service connections at the nominal 4’-6’ from building locations. 558
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Electrical:

PRC provides the electrical conduit to the POC 4’-6’ from the building. The Owner/General Contractor pulls the wire and ties it off on the electrical panel.

Plumbing:

PRC provides the POC between 4’- 6’ from the building footprint and the Owner/General Contractor connects the water to our stub out location.

Sewer:

Some sites depending on the local jurisdiction will require an outside house trap which Owner/General Contractor shall install if needed. PRC will provide you with a sewer point of connection including a clean out to which Owner/General Contractor will terminate the site sewer service.

Testing of Water, Sewer, and Electrical in Plant and Final Site Utility Connection:

Before the building leaves the manufacturing center, PRC certifies a pressure water piping test, DWV, and the electrical connections for compliance with code. While the building is fully tested for leaks at the plant before shipment, road vibration may loosen some plumbing slip fittings and require tightening once the building services (water) is completed. Owner/General Contractor is responsible for minor fitting tightening to handle small slip fitting leaks caused by transportation.

Time of Completion:

Public Restroom Company (“PRC”) anticipates that its scope of work will be completed within approximately ten (10) months (300 calendar days) from execution of the contract, if submittals, regulatory reviews, site readiness, and Owner/Contractor decisions proceed without undue delay.

This duration includes engineering coordination, fabrication, inspections, and delivery of the modular building. Any delays caused by changes in scope, delayed submittal reviews, regulatory agency approvals, site conditions, utility readiness, or other factors beyond PRC’s control shall entitle PRC to a corresponding extension of time.

Project Schedule:

Within fourteen (14) calendar days of execution of the contract, Public Restroom Company (“PRC”) shall provide a detailed project milestone schedule identifying key activities and anticipated durations for review and coordination. The milestone schedule shall be used as a planning and coordination tool and shall be subject to adjustment based on regulatory approvals, site readiness, Owner/Contractor coordination, and other factors beyond PRC’s control.

The following exclusions and clarifications are project-specific applications of, and are in addition to, the exclusions set forth in Exhibit B – PRC Standard Exclusions. Nothing herein shall be construed to limit, waive, or modify any exclusion contained in Exhibit B. In the event of any inconsistency, Exhibit B shall govern.
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Exclusions/Exceptions:

1. The Slab is by others, not PRC.

2. The building basis of design does not include the shelter roof structure over the lavatory area and restroom buildings. The shelter structure will be designed and installed by others.

3. The building’s basis of design does not include provisions for annual flooding. If flood provisions are required, the building will be subject to redesign and repricing.

4. Site Access & Delivery Constraints.

Access issues for delivery of the building requiring a clear, unobstructed path of travel from an improved roadway to the final installation pad or foundation are excluded from PRC’s scope. Limitations including, but not limited to, trees, inaccessible roadways, overhead power lines within crane swing or lift zones, grade changes limiting trailer clearance (minimum 4"), berms, uneven grades, sidewalks, or other site improvements are not within PRC’s scope. Where buildings cannot be immediately set due to access or site readiness, offsite storage or relocation to a crane yard and subsequent re-delivery shall be by Change Order at prevailing local rates.

5. Weather-Related Delivery Impacts.

Weather-related site conditions that prevent safe delivery or installation may require diversion to an off-site location. All associated costs and schedule impacts shall be borne by the Owner/General Contractor and handled by Change Order. Weather risk decisions made by others are not PRC’s responsibility.

6. Sidewalks and Hardscape.

Sidewalks, flatwork, or hardscape outside the building footprint are excluded.

7. Trench Plates and Ground Protection.

Trench plates, matting, or other protection for soils, sidewalks, utilities, or improvements are by Owner/General Contractor. Any damage to site improvements during installation is the responsibility of Owner/General Contractor.

8. Spoils and Debris Removal.

Removal or disposal of soil, sand, spoils, or debris resulting from trenching or site installation is excluded.

9. Survey and Pad Construction.

Surveying, layout, building corner verification, finish floor elevation, excavation, and construction of subgrade building pads or footings (if required) per PRC plans are excluded.

10. Soils and Bearing Capacity.

Soils not capable of supporting a minimum bearing capacity of 1,500 PSF at 90% maximum dry density must be corrected by Owner/General Contractor prior to placement. In the absence of a geotechnical report, Owner/General Contractor shall verify soil capacity or provide an engineered foundation system.

11. Water Pressure & Flow Conditions.

Improper water pressure (not within 45-60 PSI), undersized meters, or insufficient flow requiring internal diaphragm tanks or pressure regulation shall be handled by Change Order.

Water service chlorination post-installation is by Owner/General Contractor.

12. Crane Radius Assumptions.

Crane pricing is based on a maximum 35-foot radius measured from crane center pin to the 560
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furthest module roof center point. Increased radius requiring larger equipment shall be by Change Order.

13. Permits, Bonds, and Inspections.

Bonds, building permits, site surveys, special inspections, final utility connections, and minor debris removal are excluded and by Owner/General Contractor. Plumbing leaks occurring due to unavailable site water at installation are excluded.

14. Traffic Control.

Site traffic control, flagging, or roadway coordination is excluded.

15. Work by Others.

Any equipment installation, site work, testing, or inspections not expressly included in PRC’s proposal are excluded.

16. Backflow Certification.

Backflow testing and certification, if required, are excluded.

17. Fire Suppression Systems.

Fire suppression systems of any type are excluded.

18. Electrical Utility Equipment.

Transformers, disconnects, service equipment, and utility-side electrical infrastructure are excluded.

19. Vapor Barriers and Insulation.

Under-slab vapor barriers and insulation, if required, are by Owner/General Contractor.

20. Gutters and Downspouts.

Gutters and downspouts, if required, are excluded unless expressly included.

21. Christy Boxes and Below-Grade Enclosures.

Christy boxes, pull boxes, and below-grade electrical or plumbing enclosures are excluded.

PRC utility connections terminate at points of connection within six (6) feet of the building, above finished grade, per approved shop drawings.

22. Licensed Plumber Requirements.

If a jurisdiction requires a licensed plumber to perform any portion of PRC’s scope, such services are excluded. Any licensed plumbing services shall be provided by Owner/General Contractor and added only by written, mutually executed Change Order.

Standard Scope Inclusions & Exclusions
This proposal is expressly conditioned upon and incorporates by reference the following exhibits, which are attached hereto and made part of this proposal:

Exhibit A – PRC Standard Inclusions
Exhibit B – PRC Standard Exclusions
The Standard Inclusions define the work, materials, services, and responsibilities provided by Public Restroom Company (“PRC”).
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The Standard Bid Exclusions identify work, materials, services, permits, fees, and responsibilities expressly excluded from PRC’s scope unless specifically included in writing within this proposal or an approved change order.

In the event of any conflict between this proposal, drawings, specifications, or other contract documents, Exhibits A and B shall govern.

Insurance and Prevailing Wage Certification:

PRC shall comply with the required insurance requirements, wage reports, and safety requirements for the project, including OSHA regulations.

Special Insurance to Protect the Building Before Acceptance:

As PRC requires payment for each month of off-site construction, and since the building is not on owner property where their insurance will cover the building, PRC maintains a special policy that insures the property even when paid for off-site until the building is finally accepted by the owner. This special policy protects the Owner’s custom ordered materials to be used in the fabrication of the building during this period. PRC provides insurance to cover the building materials from supplier to manufacturer, while it is being built off-site, while in transit to the job site, during and after it is installed on-site until final acceptance. This special policy has a $1,000,000 coverage limit per modular unit. This exceeds the cost of any single building offered for sale herein.

Errors and Omissions Insurance:

Our firm utilizes the services of licensed architects, engineers, and drafting professionals to provide design of our buildings. Since these buildings are required to meet accessibility standards and building codes on site, and since PRC is the designer, PRC carries Errors and Omissions Insurance (E & O) to protect our clients from any errors. The policy covers a limit of up to $2,000,000 per occurrence and is more clearly explained in the insurance certificates provided after receipt of a purchase order.

WARRANTY:

All work performed by PUBLIC RESTROOM COMPANY (called “Company”) shall be warranted to the Owner to be of good quality, free of faults and defects in material, workmanship, and title for 5 years from last date of installation if building is installed by Company or 1 year if building is installed by Owner or Owner’s agent without on-site supervision by Company. Company warranty on building shell including exterior walls, concrete 8” slab/foundation, and roof system is warranted for 20 years structurally. The Company will repair or replace at their sole option any defects in work upon proper notice to the below stated address below.

Owner/General Contractor selected parts and materials that are not PRC approved will not be covered under PRC’s 5-year component warranty. These selections will be covered only by any available manufacturer warranty.

Our Company extended warranties shall be Company only and shall have no effect on any required Performance, Payment, or Warranty Bonds where Surety shall assume no liability to the Company, the Owner, or any third parties should the Company fail for any reason to deliver acceptable maintenance 562
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warranties beyond the one-year period. The warranty extension is solely between the owner and PRC and not the general contractor, bonding company, or architect/engineer of record.

This warranty applies only if all work performed by Company has been fully paid for, including change orders if applicable. Company has no responsibility for any neglect, abuse, or improper handling of building product.

The warranties expressed herein are exclusive, and are in lieu of all other warranties expressed or implied, including those of merchantability and fitness.

There are no warranties which extend beyond those described on the face of this Warranty. The foregoing shall constitute the full liability of the Company and be the sole remedy to the Owner.

Term of Offer and Acceptance:

This proposal shall remain valid for acceptance for a period of ninety (90) calendar days from the date of issuance, or, if submitted as part of a public bid, for the duration specified in the Owner’s bid documents. Acceptance of this proposal shall occur only upon written authorization to proceed, including approval of PRC’s post-bid preliminary notice to begin drawings, and shall remain subject to final Owner/General Contractor approval of PRC’s submittals and receipt of a fully executed contract or purchase order expressly incorporating this proposal.

PRC shall have no obligation to commence work or reserve production capacity until such acceptance conditions have been satisfied.

Price Validity:

Pricing is valid for twelve (12) months from the date of contract execution. If fabrication does not commence within that period due to delays outside the manufacturer’s control, the contract price shall be adjusted to reflect current labor, material, and freight costs.

Special Notice of Possible Project Cost Increases as a Result of Late Payments:

In the event of delayed or late payment, PRC shall have the right to remedies including late charges, overall project total cost increases, and other damages as allowed by applicable law. The contract price quoted herein is a discounted price based upon our receipt of progress payments as invoiced on the agreed billing schedule of PRC. In the event of non-payment, PRC will provide a 5 day written notice to cure and if payment is still not received, the payment due may increase, to an undetermined amount, to cover work stoppage, remobilization, cancellation of materials and subsequent restocking charges, resale of the contracted building to another party, storage fees, additional crane fees, travel and per diem costs for field crews, and any other cost applicable to the project, as allowed by law. Interest if applicable to non-payment will be assessed at the maximum amount allowed by law or 18% whichever is greater.

Storage Fees:

Upon completion of fabrication, Public Restroom Company must receive a confirmed delivery and installation date scheduled to occur within ninety (90) calendar days of the fabrication completion date. 563
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If delivery and installation are scheduled to occur more than ninety (90) days after fabrication completion, storage fees shall apply beginning on the ninety-first (91st) day. Storage fees shall be assessed at a rate of Five Hundred Dollars ($500.00) per module per thirty (30) days, prorated daily at Sixteen Dollars and Sixty-Seven Cents ($16.67) per module per day, until delivery occurs.

Storage fees shall apply regardless of cause, including but not limited to site readiness, permitting delays, weather, or scheduling constraints beyond PRC’s control.

Project Abandonment:

If delivery is delayed more than one year after building completion due solely to Owner/Client action or inaction, PRC may, upon written notice, deem the building abandoned unless a mutually acceptable delivery schedule is confirmed.

In the event of abandonment, PRC may reallocate or resell the building to mitigate damages. Any resale shall not relieve Owner/Client of financial obligations incurred under the Agreement.

Termination:

Upon Termination for any reason, Owner/General Contractor shall be liable for the cost of all work performed up to the date of termination. Additionally, Owner/General Contractor shall pay for off-site demolition and disposal of the partially or fully fabricated building as well as any non-returnable materials which were custom ordered to complete fabrication in PRC’s factory location. Any returned materials are subject to return and restocking fees at the Owner/General Contractor expense.

Venue for Contract Jurisdiction:

Public Restroom Company requires all contracts accepted by our firm to hold that the venue for legal jurisdiction for this contract offer and acceptance shall be Douglas County, Nevada. In the event of your default, PRC shall be entitled to the full amount due including reasonable attorney fees, costs, storage, expenses of physical recovery, and statutory interest, as allowed by law. 564
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No modifications to this offer shall be authorized unless confirmed in writing by the President of Public Restroom Company.

Offered by: Public Restroom Company by _________________________________ Charles E. Kaufman IV, President
This proposal constitutes a conditional acceptance of the preliminary purchase order for the building, subject to the review and acceptance of the submittals furnished by Public Restroom Company. Upon written acceptance of the preliminary submittals, this proposal, together with the accepted submittals, shall constitute the final and binding purchase agreement between the parties. At the Owner’s or General Contractor’s discretion, a final purchase order or formal contract may be substituted, provided such document expressly incorporates this proposal and its terms without modification.

Accepted by:
_______________________________ _______________________________ Authorized Signature Date Signed
_______________________________ _______________________________ Printed Name Legal Entity Name and Address
565
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Exhibit A – PRC Standard Inclusions
The following inclusions define the standard scope provided by Public Restroom Company (“PRC”) for factory-built modular restroom and concession buildings. These inclusions apply unless otherwise modified in PRC’s written proposal.

1. MODULAR BUILDING FABRICATION (FACTORY SCOPE)
PRC includes the full off-site fabrication of the modular building(s), including:

1.1 Structural building shell, roof system, wall assemblies, and floor system

1.2 Interior finishes, partitions, doors, frames, and hardware

1.3 Factory-installed plumbing, electrical, mechanical, and ventilation systems

1.4 Factory installation of all PRC-supplied fixtures and restroom accessories

1.5 Factory-applied coatings, sealants, water barriers, and graffiti-resistant finishes per PRC standards

1.6 Quality control inspections required by state modular programs

1.7 Modular insignia and state approval labeling (HCD or equivalent)

2. SUBMITTALS & DOCUMENTATION
PRC includes preparation and submission of:

2.1 Modular building shop drawings and factory plans required for modular approval

2.2 Standard product data sheets, fixture cut sheets, and finish schedules

2.3 Color selection sheets (PRC standard colors unless otherwise stated)

2.4 Warranty documentation for PRC-provided materials and equipment

2.5 As-built modular drawings upon completion of fabrication (only if required) PRC’s submittals apply only to factory-built components.

3. MEP SYSTEMS (FACTORY INSTALLATION)
PRC includes:

3.1 Complete factory plumbing installation within building footprint

3.2 Electrical wiring, panels, breakers, devices, and exterior/interior lighting

3.3 HVAC equipment or ventilation systems as specified and installed in factory

3.4 Water heater, mixing valves, flush valves, and other PRC-supplied fixtures

3.5 Conduit stub-outs at designated exit points for site connection

3.6 Factory pressure testing and system quality checks

4. BUILDING DELIVERY
PRC includes:

4.1 Transportation of modular building from factory to project site

4.2 Standard delivery scheduling and coordination

4.3 On-truck inspection prior to offloading

4.4 Escort or oversize permitting within PRC’s typical operating region Special transportation requirements may be handled by change order. 566
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5. BUILDING SET & INSTALLATION (LIMITED SCOPE)
PRC includes limited on-site services necessary to set the modular unit(s):

5.1 On-site PRC supervisor or set crew to guide building placement

5.2 Bolting/anchoring the building to the GC-provided foundation or pad

5.3 Connection of factory building systems to GC-provided utility stub-outs within 4-6 feet of building perimeter

5.4 On-site finish touch-ups immediately surrounding crane-set activities

5.5 Leveling, alignment, and final adjustment of building sections (if applicable) Crane and rigging services are included only if specifically stated in the proposal.

6. CLEANING & CLOSEOUT
PRC includes:

6.1 Factory-quality interior and exterior cleaning prior to shipment

6.2 Basic on-site cleaning after installation directly related to PRC work

6.3 Delivery of O&M manuals for PRC-installed equipment

6.4 Punchlist completion for PRC scope only

7. WARRANTY
PRC includes:

7.1 PRC standard limited warranty for modular building structure and components

7.2 Manufacturer warranties for PRC-supplied fixtures and equipment

7.3 Warranty start date consistent with substantial completion of PRC’s scope or delivery/set, as contractually defined
Warranty does not cover damages caused by others, vandalism, misuse, or site utility issues.

8. PROJECT SUPPORT & COORDINATION
PRC includes:

8.1 Participation in virtual coordination meetings as needed

8.2 Reasonable clarifications to the design team regarding PRC scope

8.3 Attendance at on-site set day activities

8.4 Coordination with GC on foundation, utilities, and delivery readiness (informational)

9. CODE & REGULATORY COMPLIANCE (FACTORY SCOPE)
PRC includes:

9.1 Compliance with state modular building code (e.g., HCD in California)

9.2 Factory inspections required by the modular program

9.3 ADA compliance within the modular building (PRC-provided components)

9.4 Compliance with health department requirements only if specified and included in proposal 567
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Exhibit B – PRC Standard Exclusions
The following exclusions apply to Public Restroom Company's (PRC) bid proposal unless specifically included in writing. These exclusions ensure clarity of scope and align responsibilities consistent with modular manufacturing practices and state modular building regulations.

1. SITE WORK & CIVIL EXCLUSIONS
PRC’s bid excludes all site-related work, including but not limited to:

1.1 Excavation, grading, trenching, shoring, dewatering, or compaction

1.2 Concrete foundations, slabs, piers, pedestals, anchor bolts, reinforcing steel

1.3 Utility trenching, conduits, underground piping, or utility relocations

1.4 Backfill, base rock, soil stabilization, or remediation

1.5 Asphalt paving, sidewalks, hardscape, curb & gutter, or landscaping

1.6 Erosion control, dust control, and SWPPP implementation

1.7 Site access improvements, temporary roads, mats, or surface protection

2. UTILITIES & SITE CONNECTIONS
PRC excludes:

2.1 Installation, modification, or extension of sewer, water, electrical, gas, storm drain, or communication utilities beyond 5 feet of the building connection point

2.2 Utility verification, investigation, video inspection, or leak testing

2.3 Procurement or payment of plumbing, mechanical, or electrical permits (unless specifically included)

2.4 Cathodic protection or grounding grid systems outside PRC’s building footprint

3. ENVIRONMENTAL, HEALTH & SAFETY REQUIREMENTS
PRC excludes:

3.1 Environmental monitoring, biological monitoring, or cultural resource survey

3.2 Hazmat testing, abatement, removal, or soil remediation

3.3 Archaeological watching services or Native American monitoring

3.4 Noise, vibration, air quality, or geotechnical testing

3.5 Spill prevention planning (SPCC), stormwater reports, or environmental compliance documentation

4. TESTING, COMMISSIONING & FIELD SERVICES
PRC excludes:

4.1 Testing, Adjusting, and Balancing (TAB)

4.2 Commissioning, functional performance testing, or third-party certifications

4.3 Building automation system integration, controls programming, or networking

4.4 On-site start-up of HVAC, electrical, lighting controls, or plumbing systems beyond factory testing

4.5 Pressure testing of site-installed utilities

4.6 Owner training, maintenance videos, or extended O&M services 568
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5. SPECIAL INSPECTIONS, PERMITS & FEES
PRC excludes:

5.1 Local building permits for on-site work.

5.2 Plan check fees, impact fees, utility connection fees, school fees, traffic fees

5.3 Special inspections outside the factory approval process (e.g., concrete, masonry, welding, soils)

6. GENERAL CONDITIONS & JOBSITE RESPONSIBILITIES
PRC excludes:

6.1 On-site project management, superintendent, or daily attendance

6.2 Temporary power, water, toilets, fencing, lighting, storage, staging, security, and waste disposal

6.3 Jobsite safety enforcement or OSHA compliance for work by others

6.4 Scheduling of other subcontractors or coordination of site trades

6.5 Protection of building before the site is ready for delivery and set

6.6 Traffic control, flagging, or road closure permits

7. MATERIAL & FIXTURE EXCLUSIONS
PRC excludes:

7.1 Owner-furnished or GC-furnished items not listed in PRC’s proposal

7.2 Substituted products or alternates not pre-approved

7.3 Additional coatings, graffiti systems, or finishes beyond PRC standard

7.4 Any changes to fixtures or accessories after contract execution without a written change order

8. DESIGN, ENGINEERING & DOCUMENTATION
PRC excludes:

8.1 Civil, structural (for site structures), mechanical, electrical, or landscape engineering of site-built work

8.2 Architectural design beyond factory modular drawings

8.3 3D modeling, BIM coordination, or clash detection

8.4 Foundation design, grading plans, or drainage studies

8.5 Submittals related to non-PRC scope (site utilities, foundations, etc.)

9. DELIVERY & INSTALLATION LIMITATIONS
PRC excludes:

9.1 Crane, rigging, and hoisting unless specifically noted in the proposal

9.2 Transportation permits outside PRC’s standard delivery

9.3 Offloading delays caused by site readiness, weather, or access restrictions

9.4 Storage or laydown area preparation

9.5 Set crew standby charges unless explicitly included 569
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10. WARRANTY & POST-INSTALLATION SERVICES
PRC excludes:

10.1 Warranty extensions or owner-specified warranty formats

10.2 On-site warranty repair trips caused by site utility issues, vandalism, misuse, or environmental exposure

10.3 Consumables such as lamps, filters, batteries, soap, or paper goods

11. REGULATORY & CODE COMPLIANCE LIMITATIONS
PRC excludes:

11.1 Local jurisdiction plan review of site-built components

11.2 Adult Changing Station provisions unless explicitly included

11.3 Permitting or inspection of work outside PRC’s building footprint

11.4 Local licensed plumber or electrician unless specifically contracted

11.5 Christy boxes, junction boxes, pull boxes, meter pedestals, or site-based electrical gear

12. CHANGE MANAGEMENT
All changes to the specifications, drawings, or materials requested after contract execution shall be handled through a written, approved Change Order and may affect cost and schedule. 570
Date:

Bldg Size:

Type of Bldg:

CAP BEAM
FINISH

FLOOR SYSTEM
Entire Building

ROOM/ITEM
7/22/2025
See Drawings
SS-0100-CUST
Restroom
Exposed Concrete with Light Broom Finish with Integral Additive for Stain/Moisture Resistance Mechanical Floor Coating with Skid Resistant Additive - Flakes

WALL SYSTEM

BUILDING WALLS HEIGHT
Building Walls Height 7'4"

EXTERIOR WALLS - CMU BLOCK TYPE AND COLOR ROWS
Precision

TYPE OF BUILDING
Construction Type
Roof Construction Wood Framed walls above cap beam, and wood framed rafters All
Site Address: 425 Todhunter Ave
City, State, Zip: West Sacramento, CA 95605

SPECIFICATIONS
Project #: 12021E
Project Name: Bryte Park
Restroom Tile: 6x6 Quarry Texture W/6x5 Tile Cove Base with Epoxy Grout Tan Precision Exterior 4" CMU
TYPE
CMU Uncoated To Cap Beam

FINISH HEIGHT

WALL FINISHES - EXTERIOR
Cap Beam Cap Beam, Steel Tube, Painted
FRC Siding -Below- Cap Beam Nichiha Vintagewood Cedarwood Panel To Cap Beam Siding -Below- Cap Beam 7/8" 24 GA Corrugated Metal Prefinished To Cap Beam Siding -Above- Cap Beam Nichiha Vintagewood Cedarwood Panel Above Cap Beam Exterior Paint PPG Exterior Gloss - Colors TBD by client

WALL FINISHES - INTERIOR
Vents SS Wire Mesh Stainless Steel Wire Mesh
ROOM
Restrooms Below Cap Beam Block filler & paint To Cap Beam

FINISH HEIGHT
Restrooms - Above Cap Beam Stucco Pattern FRC - Painted Above Cap Beam Mechanical - To Cap Beam Block filler & paint To Cap Beam Mechanical - Above Cap Beam Painted OSB Above Cap Beam

ROOF SYSTEM
Showers/Behind Mop Sink Block Filler & Epoxy Paint To Cap Beam

ITEM DESCRIPTION
Vertical Seam 24 ga AEP Span-Lok HP 24 GA
Entire Building Ceiling 5/16" Cement Board Stucco Pattern Over 5/8" OSB ITEM
Hollow Metal Doors Hollow Metal: Galvanized 14 GA. Door w/ 14 GA Frame Continuous Hinge

DOORS - HARDWARE

DESCRIPTION
Deadbolt SCHLAGE B600 series temporary large format core 571

DESCRIPTION
100 amp Single Phase -
Occupancy Indicator Schlage Deadbolt B660 and Occupancy Indicator Door Closer
Pull Plates

ITEM LOCATION
Rockwood-VRT24 "Z" w/Anti-Microbial
LCN Closer, Model # 4211 Cush Arm Restroom
Door Sweeps NGP Door Sweep 200NA36 Chase
Ives Crash Chain Ives Crash Chain, # CS11526D20, US26D, 20.5, Crash Stop Chase Door Threshold Pemko Threshold 5" Wide, MiIl Finish Alum, #229A36" Restroom Door Threshold Threshold Fluted Saddle Mill Finish Alum 4" Wide #270A36 All ITEM

RESTROOM ACCESSORIES

MANUFACTURER/DESCRIPTION FINISH
3-roll Toilet Paper Holders Royce Rolls TP-3 Stainless Steel Signage
Grab Bars Grab Bars Stainless Steel
Door/Wall Signs Polished Aluminum & Blue
Aluminum Louvers (Chase) Louver Sunvent Industries Model #157 Polished Aluminum

ITEM MANUFACTURER/DESCRIPTION
Utility Hook Utility Hook, Bright Finish, Bobrick # B-670 Toilets - Stainless Steel Acorn # 1675 W-1-HET 1.28 GPF-FVBO-ADA-PFS-316SS

PLUMBING

FIXTURE/PART DESCRIPTION
Lever - Toilet Flush Valve Zurn W.C. Flush Valve 1.28 Ga Zurn # Z6143AV-HET-7L-BG Floor Mount Mop Sink Mustee Mop Service Basin, Model # 63M 24" x 24" x 10", Color: White Floor Drains: W/Trap Primer Floor Drain Zurn # Z451-2ZN-IP2-5B-P13(1/2")

PLUMBING SPECIAL

FIXTURE/PART DESCRIPTION
Mop Rack ProFlo PF245: Mop Hanger

FIXTURE/PART DESCRIPTION

PLUMBING GENERAL
Tempered Water to Lavs Thermostatic Mixing Valve, Acorn Model # ST70-12 Water Heater Stiebel DHC-E12 3+ lavorities
Water Line Material
Double Check Valve LF007M2-QT
Valve Combo (PRV) Valve Combo with Pressure Reducing Valve Copper
Bladder Tank ProFlo PFX32
Bladder Tank ProFlo PFXT5
Hose Bibb- Interior Jay R Smith 5509QT-R-150 Lockable
Hose Bibb- Interior Acorn #8121-LF - in the Chase
Electrical Panel

ELECTRICAL

ITEM DESCRIPTION
120/240 v 20 Circuits
ITEM
Breakers Plug on (QOD)

LIGHTING
DESCRIPTION (W=WALL, C=CEILING)
Lighting Control -Interior Light Fixture Integraded Occupancy Sensor (OCC) Interior Lights W/C) Luminaire, Swoop Series SWP1212-OP-BRZ-OCC 15 Watts Lighting Control -Exterior On Timer - Intermatic 7 Day Astronomical Time Clock Switch #ET8215C Exterior Lights W) Luminaire, AEL-12 (Dark Sky Compliant) 20" long 10 Watts 572
Chase Lights C) Green AL-41L Waterproof 15 Watts
Switches
Switches By Pass By Pass OCC Sensors
Single Pole (Any Other Location)
Receptacles
Emergency Light Lithonia ELM2L Led 2 Head Led Emergency Light (Mechanical Room)

RECEPTACLES/SWITCHES, HEATERS, FANS, HVAC, LIGHTED SIGNS

ITEM DESCRIPTION LOCATION
GFCI (Adjacent to Panel)
573
PROJECT REF#: 12021E-7/3/2025-2
COPYRIGHT 2025, PUBLIC RESTROOM COMPANY THIS MATERIAL IS THE EXCLUSIVE PROPERTY OF PUBLIC RESTROOM COMPANY AND SHALL NOT BE REPRODUCED, USED OR DISCLOSED TO OTHERS EXCEPT AS AUTHORIZED BY THE WRITTEN PERMISSION OF PUBLIC RESTROOM COMPANY.

PARK
2587 BUSINESS PARKWAY
MINDEN NEVADA 89423
P: 888-888-2060 F: 888-888-1448
www.PublicRestroomCompany.com
BRYTE

SLAB BY OTHERS

ROOF STRUCTURE

BY OTHERS

KEY PLAN
SCALE: NOT TO SCALE

THIS CONCEPTUAL/ PRELIMINARY DESIGN
AND THE 3D RENDERING IS AN ARTISTIC
INTERPRETATION OF THE DESIGN. IT IS NOT

MEANT TO BE AN EXACT RENDITION OF THE
FINISH PRODUCT. SOME ITEMS MAY NOT BE

STANDARD AND/OR SUBJECT TO CHANGE

DURING PROJECT DEVELOPMENT
12021E

WEST SACRAMENTO, CALIFORNIA

RESTROOM/ SHOWER / BUILDING
E
12021E
12021E
574
PROJECT REF#: 12021E-7/3/2025-2
COPYRIGHT 2025, PUBLIC RESTROOM COMPANY THIS MATERIAL IS THE EXCLUSIVE PROPERTY OF PUBLIC RESTROOM COMPANY AND SHALL NOT BE REPRODUCED, USED OR DISCLOSED TO OTHERS EXCEPT AS AUTHORIZED BY THE WRITTEN PERMISSION OF PUBLIC RESTROOM COMPANY.

WEST SACRAMENTO, PARK CALIFORNIA

RESTROOM/ SHOWER / BUILDING
2587 BUSINESS PARKWAY
MINDEN NEVADA 89423
P: 888-888-2060 F: 888-888-1448
www.PublicRestroomCompany.com
BRYTE

FLOOR PLAN
SCALE: NOT TO SCALE
E

THIS CONCEPTUAL/ PRELIMINARY DESIGN
AND THE 3D RENDERING IS AN ARTISTIC
INTERPRETATION OF THE DESIGN. IT IS NOT

MEANT TO BE AN EXACT RENDITION OF THE
FINISH PRODUCT. SOME ITEMS MAY NOT BE

STANDARD AND/OR SUBJECT TO CHANGE

DURING PROJECT DEVELOPMENT
575
18'-0" 18'-0" 18'-0" 18'-0"
49'-8"
(DIMENSION TAKEN FROM THE
FLOOR PLAN PROVIDED) 78'-9" (DIMENSION TAKEN FROM THE FLOOR PLAN PROVIDED) KEY PLAN SCALE: 3/32"=1'0" A-1 RESTROOM BUILDING 12021E SHOWER WALLS (BY OTHERS) EXTERIOR SINK/ WALLS (BY OTHERS) PRIVACY WALLS (BY OTHERS) LINE OF ROOF (BY OTHERS) LINE OF ROOF (BY OTHERS) RESTROOM/ SHOWER BUILDING 12021D PROJECT #: MAX. PERSON / HOUR: REVISION # 12021E 315SHEET# START 5/28/2025 DATE: DRAWN BY: EOR REVISION DATE: 2 DRAWN BY: C O P Y R I G H T 2 0 2 5 , P U B L I C R EST R O O M C O M PA N Y T H IS MATERIAL IS THE EXCLUSIVE P R O P E R T Y O F P U B L I C R E S T R O O M C O M P A N Y A N D SHALL NOT BE REPRODUCED, U S E D , O R D I S C L O S E D T O O T H E R S E X C E P T A S AUTHORIZED BY THE WRITTEN P E R M I S S I O N O F P U B L I C R E S T R O O M C O M P A N Y . ~NOT FOR CONSTRUCTION ~ PRELIMINARY DESIGN DRAWING ONLY ~ DO NOT SCALE, DIMENSIONS PRESIDE PROJECT: BUILDING TYPE: S PROJECT REF#: 12021E-7/3/2025-2 RESTROOM BUILDING BRYTE PARK WEST SACRAMENTO, CA THIS CONCEPTUAL/ PRELIMINARY DESIGN AND THE 3D RENDERING IS AN ARTISTIC INTERPRETATION OF THE DESIGN. IT IS NOT MEANT TO BE AN EXACT RENDITION OF THE FINISH PRODUCT. SOME ITEMS MAY NOT BE STANDARD AND / OR SUBJECT TO CHANGE DURING PROJECT DEVELOPMENT 7/3/2025 EOR 576 FLOOR PLAN KEYNOTES: 1 ELEC PANEL 234 5678 MOP SINK W/ MOP HOLDER ABC INGRESS/ EGRESS, TYP. LIGHTING TYP. UTILITY CHASE 2'x4' ADA BENCH W/ SIDE & FRONT ACCESS 10 26'-8" (MOD-'1') 26'-8" (MOD-'2') ACC/ ALL GENDER RESTROOM ALL GENDER RESTROOM ADA SHOWER HOOK, TYP. 9 LINE OF ROOF (BY OTHERS) 10 STRUCTURAL COLUMNS, TYP. (BY OTHERS) 9 11 11 PRIVACY WALLS (BY OTHERS) A A B B B NOT USE C 6 12 BABY CHANGING 2 1 41 S.F. 41 S.F. 18 S.F. 18 S.F. 18 S.F. 183 S.F. 10'-0"
(MOD-'2') 27'-1" (SLAB '2') 27'-1" (SLAB '1')
10'-8"
(SLAB-'2') B18 S.F. B18 S.F. B18 S.F. A41 S.F. A41 S.F. 2 1 10'-0"
(MOD-'1')
10'-8"
(SLAB-'1') 7 2 1 2- 3- FLOOR PLAN SCALE: 1/8"=1'0" A-2 4- 1- RESTROOM/ CHANGING RM. 12021E PROJECT #: MAX. PERSON / HOUR: REVISION # 12021E 315SHEET# START 5/28/2025 DATE: DRAWN BY: EOR REVISION DATE: 2 DRAWN BY: C O P Y R I G H T 2 0 2 5 , P U B L I C R EST R O O M C O M PA N Y T H IS MATERIAL IS THE EXCLUSIVE P R O P E R T Y O F P U B L I C R E S T R O O M C O M P A N Y A N D SHALL NOT BE REPRODUCED, U S E D , O R D I S C L O S E D T O O T H E R S E X C E P T A S AUTHORIZED BY THE WRITTEN P E R M I S S I O N O F P U B L I C R E S T R O O M C O M P A N Y . ~NOT FOR CONSTRUCTION ~ PRELIMINARY DESIGN DRAWING ONLY ~ DO NOT SCALE, DIMENSIONS PRESIDE PROJECT: BUILDING TYPE: S PROJECT REF#: 12021E-7/3/2025-2 RESTROOM BUILDING BRYTE PARK WEST SACRAMENTO, CA THIS CONCEPTUAL/ PRELIMINARY DESIGN AND THE 3D RENDERING IS AN ARTISTIC INTERPRETATION OF THE DESIGN. IT IS NOT MEANT TO BE AN EXACT RENDITION OF THE FINISH PRODUCT. SOME ITEMS MAY NOT BE STANDARD AND / OR SUBJECT TO CHANGE DURING PROJECT DEVELOPMENT 7/3/2025 EOR 577 SLAB BY OTHERS ROOF STRUCTURE BY OTHERS 12021D 2 1 6
13'-0" 7'-4" 0'-0" 5 12 7'-4" 0'-0" RESTROOM ALL GENDER RESTROOM ALL GENDER RESTROOM ALL GENDER RESTROOM ALL GENDER RESTROOM ALL GENDER 7 7 7 7 7 3 2 6 RESTROOM ALL GENDER RESTROOM ALL GENDER RESTROOM ALL GENDER RESTROOM ALL GENDER RESTROOM ALL GENDER 2 7 7 7 7 7 13'-0" ELEVATION KEYNOTES: HARDIE TRIM PAINTED TO MATCH GRAY BASE PANELS 23456 MODULAR-JOINT LINES, TYP. CORR. METAL ROOF PANELS S.S MESH VENT SCREEN, TYP. 1 NICHIHA ARCHITECTURAL PANEL: VINTAGEWOOD CEDAR WALL TILES DRINKING FOUNTAIN W/ BOTTLE FILLER 7 A-3 ELEVATION 1 SCALE:1/8"=1'-0" ELEVATION 2 SCALE:1/8"=1'-0" PROJECT #: MAX. PERSON / HOUR: REVISION # 12021E 315SHEET# START 5/28/2025 DATE: DRAWN BY: EOR REVISION DATE: 2 DRAWN BY: C O P Y R I G H T 2 0 2 5 , P U B L I C R EST R O O M C O M PA N Y T H IS MATERIAL IS THE EXCLUSIVE P R O P E R T Y O F P U B L I C R E S T R O O M C O M P A N Y A N D SHALL NOT BE REPRODUCED, U S E D , O R D I S C L O S E D T O O T H E R S E X C E P T A S AUTHORIZED BY THE WRITTEN P E R M I S S I O N O F P U B L I C R E S T R O O M C O M P A N Y . ~NOT FOR CONSTRUCTION ~ PRELIMINARY DESIGN DRAWING ONLY ~ DO NOT SCALE, DIMENSIONS PRESIDE PROJECT: BUILDING TYPE: S PROJECT REF#: 12021E-7/3/2025-2 RESTROOM BUILDING BRYTE PARK WEST SACRAMENTO, CA THIS CONCEPTUAL/ PRELIMINARY DESIGN AND THE 3D RENDERING IS AN ARTISTIC INTERPRETATION OF THE DESIGN. IT IS NOT MEANT TO BE AN EXACT RENDITION OF THE FINISH PRODUCT. SOME ITEMS MAY NOT BE STANDARD AND / OR SUBJECT TO CHANGE DURING PROJECT DEVELOPMENT 7/3/2025 EOR 578 2 1 6
13'-0" 7'-4" 0'-0" SLAB BY OTHERS ROOF STRUCTURE BY OTHERS 12021D 5 12 7'-4" 0'-0" 1 6 1 13'-0" ELEVATION KEYNOTES: HARDIE TRIM PAINTED TO MATCH GRAY BASE PANELS 23456 MODULAR-JOINT LINES, TYP. CORR. METAL ROOF PANELS S.S MESH VENT SCREEN, TYP. 1 NICHIHA ARCHITECTURAL PANEL: VINTAGEWOOD CEDAR WALL TILES DRINKING FOUNTAIN W/ BOTTLE FILLER 7 A-4 ELEVATION 3 SCALE:1/8"=1'-0" ELEVATION 4 SCALE:1/8"=1'-0" PROJECT #: MAX. PERSON / HOUR: REVISION # 12021E 315SHEET# START 5/28/2025 DATE: DRAWN BY: EOR REVISION DATE: 2 DRAWN BY: C O P Y R I G H T 2 0 2 5 , P U B L I C R EST R O O M C O M PA N Y T H IS MATERIAL IS THE EXCLUSIVE P R O P E R T Y O F P U B L I C R E S T R O O M C O M P A N Y A N D SHALL NOT BE REPRODUCED, U S E D , O R D I S C L O S E D T O O T H E R S E X C E P T A S AUTHORIZED BY THE WRITTEN P E R M I S S I O N O F P U B L I C R E S T R O O M C O M P A N Y . ~NOT FOR CONSTRUCTION ~ PRELIMINARY DESIGN DRAWING ONLY ~ DO NOT SCALE, DIMENSIONS PRESIDE PROJECT: BUILDING TYPE: S PROJECT REF#: 12021E-7/3/2025-2 RESTROOM BUILDING BRYTE PARK WEST SACRAMENTO, CA THIS CONCEPTUAL/ PRELIMINARY DESIGN AND THE 3D RENDERING IS AN ARTISTIC INTERPRETATION OF THE DESIGN. IT IS NOT MEANT TO BE AN EXACT RENDITION OF THE FINISH PRODUCT. SOME ITEMS MAY NOT BE STANDARD AND / OR SUBJECT TO CHANGE DURING PROJECT DEVELOPMENT 7/3/2025 EOR 579 The Public Restroom Company
CPC26-158 Bryte Park Master Plan Implementation
Expires on 06/30/2028
2388811.1 7203.543 19 rev 4/8/26

EXHIBIT B
Schedule of Performance
Start Date June 17, 2026
End Date June 30, 2028
580
The Public Restroom Company
CPC26-158 Bryte Park Master Plan Implementation
Expires on 06/30/2028
2388811.1 7203.543 20 rev 4/8/26

EXHIBIT C
CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700
[Labor Code § 1861]
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

CONSULTANTS
By:

Katherine Sherin, COO
581
The Public Restroom Company
CPC26-158 Bryte Park Master Plan Implementation
Expires on 06/30/2028
2388811.1 7203.543 21 rev 4/8/26

EXHIBIT D

LABOR COMPLIANCE

1. The Work contemplated herein constitutes a public work within the meaning of Labor Code sections 1720 and 1771. It shall be mandatory upon the Consultant and upon any Subcontractor, to pay not less than the said specified prevailing rates of wages to all workers employed by them under the Contract in accordance with Labor Code section 1774. The Director of the Department of Industrial Relations ("DIR") of the State of California has determined the general prevailing rate of wages of per diem wages in the locality in which the work is to be performed for each craft or type of worker needed to execute the Contract. The Consultant acknowledges that it has examined the prevailing rate of per diem wages as established by the DIR. Copies of the current schedules for prevailing wages are on file at City Hall, and the contents of those schedules are incorporated herein as if set forth in full. The Consultant shall post a copy of the applicable prevailing wage determinations at each job site, along with any other work place posters required by law.

B. The City will not recognize any claims for additional compensation because of the payment of prevailing wages. The possibility of wage increases is one of the elements to be considered by the Consultant in determining its proposal, and will not under any circumstances be considered as the basis of a claim against the City.

C. By executing this Contract Consultant warrants that it has registered with the Department of Industrial Relations in accordance with Labor Code section 1725.5.

2. PREVAILING WAGE RECORDS
A. The Consultant and each subconsultant shall keep an accurate payroll record as mandated by Labor Code §1776 and as defined in 8 CCR §16000 which shows the name, address, social security number, correct work classification (in accordance with the wage decision), both straight and overtime worked each day and week, and hourly rate of pay, gross wages earned, deductions made and net wages paid to each journeyman, apprentice, worker or other employee paid by the Consultant /subcontractor in connection with the Work. These payroll records shall be certified by a written declaration that it is made under penalty of perjury, stating both the information contained in the payroll record is true and correct and the employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work performed by his or her employees on the public works project. Payroll records shall be made available at Consultant's principal office. These records shall be maintained during the course of the Work. The Consultant and all subcontractors shall make the certified payroll records available for inspection by City representatives upon request and shall permit such representatives to interview employees during the work hours on the job site. The public shall not be given access to certified payroll records by the CONSULTANT. The CONSULTANT is required to forward any requests for certified payrolls to the LOCAL AGENCY Contract Administrator by both email and regular mail on the business day following receipt of the request
B. The City shall notify the Consultant in writing of any discrepancies or violations that are discovered during such inspections. Written notification pursuant to this Section shall include the actions that will be necessary to resolve the discrepancies and/or violations. The Consultant shall be held entirely responsible for the prompt resolution of all non-compliances with the prevailing wage laws, including those pertaining to all subcontractors and any lower-tier subcontractors. The Consultant shall forfeit as penalty to the City the amount specified by law for each calendar day or portion thereof for each worker (whether employed by the Consultant or any subcontractor) paid less than the stipulated prevailing rates for any work done under the Contract in violation of the provisions of the Labor Code and in particular, Section 1775. 582 The Public Restroom Company
CPC26-158 Bryte Park Master Plan Implementation
Expires on 06/30/2028
2388811.1 7203.543 22 rev 4/8/26
C. To the extent applicable, Consultant and subcontractors shall maintain and furnish to the Department of Industrial Relations ("DIR"), a certified copy of each weekly payroll (but no less often than monthly), with a statement of compliance signed under penalty of perjury. Such certified payroll reports shall be transmitted electronically to the DIR.

D. The City will not recognize any claims for additional compensation because of the payment of the prevailing wages. The possibility of wage increases is one of the elements to be considered by the Consultant in entering into the Contract, and will not under any circumstances, other than delays caused by the City, or the City’s agents, be considered as the basis of a claim against the City.

3. Labor Discrimination
Attention is directed to Section 1735 of the Labor Code, which reads as follows:
“No discrimination shall be made in the employment of persons upon public works because of their race, color, national origin or ancestry, physical handicap, mental condition, marital status, or sex of such person, except as provided in Section 12940 of the Government Code, and every General Contractor for public works violating this section is subject to all the penalties imposed for a violation of this chapter.”
4 Eight-Hour Day Limitation
(a) In accordance with the provisions of the Labor Code, and in particular, Sections 1810 to 1815 thereof, inclusive, incorporated herein by reference, eight hours labor shall constitute a day's work, and no worker in the employ of Consultant, or any Subcontractor, doing or contracting to do any part of the work contemplated by the Contract, shall be required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of those provisions; provided that subject to Labor Code Section 1815, a worker may perform work in excess of either eight (8) hours per day or forty (40) hours during any one week upon compensation for all hours worked in excess of eight (8) hours per day or forty (40) hours during any one week at not less than one and one-half times the basic rate of pay.
(b) The Consultant and each Subcontractor shall also keep an accurate record showing the names and actual hours worked of all workers employed by them in connection with the Contract. This record shall be open at all reasonable hours to the inspection of the City. It is hereby further agreed that, except as provided in (a) above, the Consultant shall forfeit as a penalty to the City the sum of twenty-five dollars ($25) for each worker employed in the performance of the Contract by the Consultant or by any of its Subcontractors for each calendar day during which such worker is required or permitted to labor more than eight (8) hours in and one calendar day and forty (40) hours in any one calendar week in violation of Sections 1810 through 1815.

5. Compliance with State Requirements for Employment of Apprentices (a) The Consultant's attention is directed to Section 1777.5 of the Labor Code.

Provisions of said Section pertaining to employment of registered apprentices are hereby incorporated by reference into this Contract. As applicable, the Consultant or any Subcontractor employed by the Consultant in the performance of this Contract shall take such actions as necessary to comply with the provisions of Section 1777.5. 583
The Public Restroom Company
CPC26-158 Bryte Park Master Plan Implementation
Expires on 06/30/2028
2388811.1 7203.543 23 rev 4/8/26

EXHIBIT E
Outdoor Recreation Legacy Partnership Program Grant
584
State of California - Natural Resources Agency
Department of Parks and Recreation

GRANT CONTRACT
Land and Water Conservation Fund
Competitive
PROJECT NO.

GRANTEE

PROJECT TITLE PROJECT NUMBER
PROJECT DESCRIPTION:

Acquire 24.01-acre Bryte Park in the city of West Sacramento. Construct a new all-weather soccer field with lighting, 5 natural turf soccer fields, aquatics facility with pool, locker rooms, pool pump room/mechanical equipment, and restroom, nature-based splash pad, 2 shaded picnic areas, small and large dog park, 1 new basketball court, walking paths with lighting, inclusive exercise stations (par course) with natural elements, amphitheater, angled parking, 1 new parking lot, all-gender restroom, park maintenance building, with perimeter lighting and landscaping throughout. Renovate 1 basketball court, tennis courts, and expand an existing parking lot.

Total State Grant not to exceed
Grantee
The General and Special Provisions attached are made a part of and incorporated into the Contract.

By
Title
Date
Signature of Authorized Representative By
Date

STATE OF CALIFORNIA

DEPARTMENT OF PARKS AND RECREATION

CERTIFICATION OF FUNDING
(For State Use Only)

AMOUNT ENCUMBERED BY THIS DOCUMENT

CONTRACT NO
FUND. PRIOR AMOUNT ENCUMBERED FOR THIS CONTRACT
FISCAL SUPPLIER I.D. TOTAL AMOUNT ENCUMBERED TO DATE
$

ITEM CHAPTER STATUTE FISCAL YEAR
Reporting Structured. Account/Alt Account. PROJECT / WORK PHASE City of West Sacramento
BRYTE PARK MASTER PLAN IMPLEMENTATION 06-01918
2025/26
C8970008 06-01918
3790-101-0890 04
City of West Sacramento
$15,000,000.00
Federal Trust Fund
37900091 5432000-5432000000
$15,000,000.00
0000003743
(or 50% of the total project, whichever is less.)
The GRANTEE agrees to the terms and conditions of this contract, hereinafter referred to as AGREEMENT, and the State of California, acting through its Liaison Officer pursuant to the program named above, and agrees to fund the total State grant amount indicated below. The GRANTEE agrees to complete the GRANT SCOPE as defined in the GRANT SCOPE/Cost Estimate Form of the APPLICATION filed with the State of California referenced by the project number indicated above. 379009101200
Typed or printed name of Authorized Representative
25 AMENDMENT NO
$15,000,000.00
Address

ACTIVITY CODE
69116
Rate of Reimbursement 47.12%
GRANT PERFORMANCE PERIOD is from August 20, 2025 thru August 19, 2030 Docusign Envelope ID: 536779D3-6752-4762-AC92-8C10E48E7140 City Manager
2/26/2026
1110 West Capitol Ave, West Sacramento, CA 95691
Aaron Laurel
Kyle Bowlin
2/27/2026
585
1 State of California — The Resources Agency

DEPARTMENT OF PARKS AND RECREATION
Land and Water Conservation Fund
Grant Contract Provisions
Part I - Definitions
A. The term “NPS” as used herein means the National Park Service, United States Department of the Interior.

B. The term “Director” as used herein means the Director of the National Park Service, or any representative lawfully delegated the authority to act for such Director.

C. The term “Secretary” as used herein means the Secretary of the Interior, or any representative lawfully delegated the authority to act for such Secretary.

D. The term “State” as used herein means the State, Territory, or District of Columbia that is a party to the project agreement, and, where applicable, the political subdivision or public agency to which funds are to be subawarded pursuant to this agreement.

Wherever a term, condition, obligation, or requirement refers to the State, such term, condition, obligation, or requirement shall also apply to the recipient political subdivision or public agency, except where it is clear from the nature of the term, condition, obligation, or requirement that it is to apply solely to the State. For purposes of these provisions, the terms “State,” “grantee,” and “recipient” are deemed synonymous.

E. The term “Land and Water Conservation Fund” or “LWCF” as used herein means the Financial Assistance to States section of the LWCF Act (Public Law 88-578, 78 Stat 897, codified at 54 U.S.C. § 2003), which is administered by the NPS.

F. The term “Manual” as used herein means the Land and Water Conservation Fund State Assistance Program Manual, Volume 71 (March 11, 2021).

G. The term “project” as used herein means a Land and Water Conservation Fund grant which is subject to the grant agreement and/or its subsequent amendments.

Part II - Continuing Assurances
The parties to the grant agreement specifically recognize that accepting LWCF assistance for the project creates an obligation to maintain the property described in the agreement and supporting application documentation consistent with the LWCF Act and the following requirements.

Further, it is the acknowledged intent of the parties hereto that recipients of LWCF assistance will use monies granted hereunder for the purposes of this program, and that assistance granted from the LWCF will result in a net increase, commensurate at least with the Federal cost-share, in a participant's outdoor recreation.

It is intended by both parties hereto that the LWCF assistance will be added to, rather than replace or be substituted for, State and/or local outdoor recreation funds.

A. The State agrees, as recipient of the LWCF assistance, that it will meet the LWCF General Provisions, and the terms and provisions as contained or referenced in, or Docusign Envelope ID: 536779D3-6752-4762-AC92-8C10E48E7140 586
2 attached to, the NPS grant agreement and that it will further impose these terms and provisions upon any political subdivision or public agency to which funds are subawarded pursuant to the grant agreement. The State also agrees that it shall be responsible for compliance with the terms and provisions of the agreement by such a political subdivision or public agency and that failure by such political subdivision or public agency to so comply shall be deemed a failure by the State to comply.

B. The State agrees that the property described in the grant agreement and depicted on the signed and dated project boundary map made part of that agreement is being acquired or developed with LWCF assistance, or is integral to such acquisition or development, and that, without the approval of the Secretary, it shall not be converted to other than public outdoor recreation use but shall be maintained in public outdoor recreation in perpetuity or for the term of the lease in the case of property leased from a federal agency. The Secretary shall approve such conversion only if it is found to be in accord with the then existing statewide comprehensive outdoor recreation plan and only upon such conditions deemed necessary to assure the substitution of other recreation properties of at least equal fair market value and of reasonably equivalent usefulness and location (54 U.S.C. 200305(f)(3)). The LWCF post-completion compliance regulations at 36 C.F.R. Part 59provide further requirements. The replacement land then becomes subject to LWCF protection. The approval of a conversion shall be at the sole discretion of the Secretary, or her/his designee.

Prior to the completion of this project, the State and the Director may mutually agree to alter the area described in the grant agreement and depicted in the signed and dated project boundary map to provide the most satisfactory public outdoor recreation unit, except that acquired parcels are afforded LWCF protection as Fund reimbursement is provided.

In the event the NPS provides LWCF assistance for the acquisition and/or development of property with full knowledge that the project is subject to reversionary rights and outstanding interests, conversion of said property to other than public outdoor recreation use as a result of such right or interest being exercised will occur. In receipt of this approval, the State agrees to notify the NPS of the potential conversion as soon as possible and to seek approval of replacement property in accord with the conditions set forth in these provisions and the program regulations. The provisions of this paragraph are also applicable to: leased properties developed with LWCF assistance where such lease is terminated prior to its full term due to the existence of provisions in such lease known and agreed to by the NPS; and properties subject to other outstanding rights and interests that may result in a conversion when known and agreed to by the NPS.

C. The State agrees that the benefit to be derived by the United States from the full compliance by the State with the terms of this agreement is the preservation, protection, and the net increase in the quality and quantity of public outdoor recreation facilities and resources which are available to the people of the State and of the United States, and such benefit exceeds to an immeasurable and unascertainable extent the amount of money furnished by the United States by way of assistance under the terms of this agreement. The State agrees that payment by the State to the United States of an amount equal to the amount of assistance extended under this agreement by the United Docusign Envelope ID: 536779D3-6752-4762-AC92-8C10E48E7140 587
3 States would be inadequate compensation to the United States for any breach by the State of this agreement.

The State further agrees, therefore, that the appropriate remedy in the event of a breach by the State of this agreement shall be the specific performance of this agreement or the submission and approval of a conversion request as described in Section II.B above.

D. The State agrees to comply with the policies and procedures set forth in the Manual.

Provisions of said Manual are incorporated into and made a part of the project grant agreement.

E. The State agrees that the property and facilities described in the grant agreement shall be operated and maintained as prescribed by Manual requirements and published post-completion compliance regulations (36 C.F.R. Part 59).

F. The State agrees that a notice of the grant agreement shall be recorded in the public property records (e.g., registry of deeds or similar) of the jurisdiction in which the property is located, to the effect that the property described and shown in the scope of the grant agreement and the signed and dated project boundary map made part of the agreement, has been acquired or developed with LWCF assistance and that it cannot be converted to other than public outdoor recreation use without the written approval of the Secretary as described in Part II.B. above.

G. Nondiscrimination

1. By signing the LWCF agreement, the State certifies that it will comply with all Federal laws relating to nondiscrimination as outlined in Section V of the Department of the Interior Standard Award Terms and Conditions.

2. The State shall not discriminate against any person on the basis of residence, except to the extent that reasonable differences in admission or other fees may be maintained on the basis of residence as set forth in 54 U.S.C. § 200305(i) and the Manual.

Part III - Project Assurances
A. Project Application

1. The Application for Federal Assistance bearing the same project number as the Grant Agreement and associated documents is by this reference made a part of the agreement.

2. The State possesses legal authority to apply for the grant, and to finance and construct the proposed facilities. A resolution, motion or similar action has been duly adopted or passed authorizing the filing of the application, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the State to act in connection with the application and to provide such additional information as may be required.

Docusign Envelope ID: 536779D3-6752-4762-AC92-8C10E48E7140 588
4 3. The State has the capability to finance the non-Federal share of the costs for the project. Sufficient funds will be available to assure effective operation and maintenance of the facilities acquired or developed by the project.

B. Project Execution

1. The project period shall begin with the date of approval of the project agreement or the effective date of a waiver of retroactivity and shall terminate at the end of the stated or amended project period unless the project is completed or terminated sooner in which event the project shall end on the date of completion or termination.

2. The State shall transfer to the project sponsor identified in the Application for Federal Assistance all funds granted hereunder except those reimbursed to the State to cover eligible expenses derived from a current approved negotiated indirect cost rate agreement.

3. The State will cause work on the project to start within a reasonable time after receipt of notification that funds have been approved and assure that the project will be implemented to completion with reasonable diligence.

4.. The State shall secure completion of the work in accordance with approved construction plans and specifications, and shall secure compliance with all applicable Federal, State, and local laws and regulations.

5. The State will provide for and maintain competent and adequate architectural/ engineering supervision and inspection at the construction site to ensure that the completed work conforms with the approved plans and specifications; that it will furnish progress reports and such other information as the NPS may require.

6. In the event the project covered by the project agreement cannot be completed in accordance with the plans and specifications for the project; the State shall bring the project to a point of recreational usefulness agreed upon by the State and the Director or her/his designee in accord with Section “Project Termination” of this agreement.

7. As referenced in the DOI Standard Terms and Conditions, the State will ensure the project’s compliance with applicable federal laws and their implementing regulations, including: the Architectural Barriers Act of 1968 (P.L. 90-480) and DOI’s Section 504 Regulations (43 C.F.R. Part 17); the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646), and applicable regulations; and the Flood Disaster Protection Act of 1973 (P.L. 93-234).

8. The State will comply with the provisions of: Executive Order 11988, relating to evaluation of flood hazards; Executive Order 11288, relating to the prevention, control, and abatement or water pollution, and Executive Order 11990 relating to the protection of wetlands.

9. The State will assist the NPS in its compliance with Section 106 of the National Historic Preservation Act of 1966 (54 U.S.C. § 306108) and the Advisory Council on Historic Preservation regulations 36 C.F.R. Part 800) by adhering to procedural requirements while considering the effect of this grant award on historic properties. The Act requires federal agencies to take into account the effects of their undertaking (grant Docusign Envelope ID: 536779D3-6752-4762-AC92-8C10E48E7140 589
5 award) on historic properties by following the process outlined in regulations. That process includes (1) initiating the process through consultation with the State Historic Preservation Officer and other on the undertaking, as necessary, by (2) identifying historic properties listed on or eligible for inclusion on the National Register of Historic Places that are subject to effects by the undertaking, as necessary, by (3) assessing the effects of the undertaking upon such properties, if present, and by (4) resolving adverse effects through consultation and documentation according to 36 C.F.R. § 800.11. If an unanticipated discovery is made during implementation of the undertaking the State in coordination with NPS shall consult per provisions 36 C.F.R § 800.13.

10. The State will assist the NPS in its compliance with the National Environmental Policy Act of 1969, as amended (42 U.S.C. §4321 et seq.) and the CEQ regulations (40 C.F.R. § 1500-1508), by adhering to procedural requirements while considering the consequences of this project on the human environment. This Act requires Federal agencies to take into account the reasonably foreseeable environmental consequences of all grant-supported activities. Grantees and subrecipients are required to provide the NPS with a description of any foreseeable impacts to the environment from grantsupported activities or demonstrate that no impacts will occur through documentation provided to the NPS. The applicant must submit an Application & Revision Form in order to asst the NPS in determining the appropriate NEPA pathway when grantassisted development and other ground disturbing activities are expected. If a Categorical Exclusion (CE) is the appropriate NEPA pathway, the NPS will confirm which CE, according to NPS Director’s Order 12, applies.

C. Construction Contracted for by the State Shall Meet the Following Requirements:

1. Contracts for construction shall comply with the provisions of 43 CFR Part 12 (Administrative and Audit Requirements and Cost Principles for Assistance Programs, Department of the Interior).

2. No grant or contract may be awarded by any grantee, subgrantee or contractor of any grantee or subgrantee to any party which has been debarred or suspended under Executive Order 12549. By signing the LWCF agreement, the State certifies that it will comply with debarment and suspension provisions appearing at Part III-J herein.

D. Retention and Custodial Requirements for Records

1. Financial records, supporting documents, statistical records, and all other records pertinent to this grant shall be retained in accordance with 43 CFR Part 12 for a period of three years; except the records shall be retained beyond the three-year period if audit findings have not been resolved.

2. The retention period starts from the date of the final expenditure report for the project.

3. State and local governments are authorized to substitute copies in lieu of original records.

4. The Secretary of the Interior and the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, papers, and records of the State and local governments and their subgrantees which Docusign Envelope ID: 536779D3-6752-4762-AC92-8C10E48E7140 590
6 are pertinent to a specific project for the purpose of making audit, examination, excerpts and transcripts.

E. Project Termination

1. The Director may temporarily suspend Federal assistance under the project pending corrective action by the State or pending a decision to terminate the grant by the NPS.

2. The State may unilaterally terminate the project at any time prior to the first payment on the project. After the initial payment, the project may be terminated, modified, or amended by the State only by mutual agreement with the NPS.

3. The Director may terminate the project in whole, or in part, at any time before the date of completion, whenever it is determined that the grantee has failed to comply with the conditions of the grant. The Director will promptly notify the State in writing of the determination and the reasons for the termination, together with the effective date.

Payments made to States or recoveries by the NPS under projects terminated for cause shall be in accord with the legal rights and liabilities of the parties.

4. The Director or State may terminate grants in whole, or in part at any time before the date of completion, when both parties agree that the continuation of the project would not produce beneficial results commensurate with the further expenditure of funds. The two parties shall agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated. The grantee shall not incur new obligations for the terminated portion after the effective date and shall cancel as many outstanding obligations as possible. The NPS may allow full credit to the State for the Federal share of the noncancelable obligations, properly incurred by the grantee prior to termination.

5. Termination either for cause or for convenience requires that the project in question be brought to a state of recreational usefulness agreed upon by the State and the Director or that all funds provided by the NPS be returned.

F. Lobbying with Appropriated Funds
The State must certify, for the award of grants exceeding $100,000 in Federal assistance, that no Federally appropriated funds have been paid or will be paid, by or on behalf of the State, 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 the awarding, extension, continuation, renewal, amendment, or modification of this grant. In compliance with Section 1352, title 31, U.S. Code, the State certifies, as follows:

The undersigned certifies, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, and 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, Docusign Envelope ID: 536779D3-6752-4762-AC92-8C10E48E7140 591
7 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 undersigned shall complete and submit Standard FormLLL, "Disclosure Form to Report Lobbying,” in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify 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.

G. Provision of a Drug-Free Workplace
In compliance with the Drug-Free Workplace Act of 1988 (43 CFR Part 12, Subpart D), the State certifies, as follows:

The grantee certifies that it will or continue to provide a drug-free workplace by:
(a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition;
(b) Establishing an ongoing drug-free awareness program to inform employees about:
(1) The dangers of drug abuse in the workplace;
(2) The grantee's policy of maintaining a drug-free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance programs; and
(4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace;
(c) Making it a requirement that each employee to be engaged in the performance of a grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the grant, the employee will:
(1) Abide by the terms of the statement; and
(2) Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction; Docusign Envelope ID: 536779D3-6752-4762-AC92-8C10E48E7140 592
8 (e) Notifying the agency in writing, within ten calendar days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every grant officer on whose grant activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices.

Notice shall include the identification number(s) of each affected grant; (f) Taking one of the following actions, within 30 calendar days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted; (1) Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or
(2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency;
(g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f).

The State must include with its application for assistance a specification of the site(s) for the performance of work to be done in connection with the grant.

H. Hold Harmless
The Grantee shall indemnify the State of California and its officer, agents and employees against and hold the same free and harmless from any and all claims, demands, damages, losses, costs, and/or expenses of liability due to, or arising out of, either in whole or in part, whether directly or indirectly, the organization, Development, construction, operation, or maintenance of the Project.

I. Civil Rights Assurance
The State certifies that, as a condition to receiving any Federal assistance from the Department of the Interior, it will comply with all Federal laws relating to nondiscrimination. These laws include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d-1), which prohibits discrimination on the basis of race, color, or national origin; (b) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), which prohibits discrimination on the basis of handicap; (c) the Age Discrimination Act of 1975, as amended (42 U.S.C. 6101 et. seq.), which prohibits discrimination on the basis of age; and applicable regulatory requirements to the end that no person in the United States shall, on the grounds of race, color, national origin, handicap or age, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity conducted by the applicant. THE APPLICANT HEREBY GIVES ASSURANCE THAT it will immediately take any measures necessary to effectuate this agreement.

THIS ASSURANCE shall apply to all aspects of the applicant's operations including those parts that have not received or benefited from Federal financial assistance.

If any real property or structure thereon is provided or improved with the aid of Federal financial assistance extended to the Applicant by the Department, this assurance shall Docusign Envelope ID: 536779D3-6752-4762-AC92-8C10E48E7140 593
9 obligate the Applicant, or in the case of any transfer of such property, any transferee, for the period during which it retains ownership or possession of the property. In all other cases, this assurance shall obligate the Applicant for the period during which the Federal financial assistance is extended to it by the Department.

THIS ASSURANCE is given in consideration of and for the purpose of obtaining any and all Federal grants, loans, contracts, property, discounts or other Federal financial assistance extended after the date hereof to the Applicant by the Department, including installment payments after such date on account of applications for Federal financial assistance which were approved before such date.

The Applicant recognizes and agrees that such Federal financial assistance will be extended in reliance on the representations and agreements made in this assurance, and that the United State shall have the right to seek judicial enforcement of this assurance. This assurance is binding on the Applicant, its successors, transferees, assignees, and subrecipients and the person whose signature appears on the grant agreement and who is authorized to sign on behalf of the Applicant J. Debarment and Suspension
Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions
(1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal 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 (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission or embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statement, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

The State further agrees that it will include the clause "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions" appearing below in any agreement entered into with lower tier participants in the implementation of this grant. Department of Interior Form 1954 (DI1954) may be used for this purpose.

Docusign Envelope ID: 536779D3-6752-4762-AC92-8C10E48E7140 594
10 Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion - Lower Tier Covered Transactions
(1) The prospective lower tier participant certifies, by submission of this application that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.
(2) Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this application.

K. Build America, Buy America
As required by Section 70914 of the Bipartisan Infrastructure Law (also known as the Infrastructure Investment and Jobs Act), P.L. 117-58, on or after May 14, 2022, none of the funds under a federal award that are part of Federal financial assistance program for infrastructure may be obligated for a project unless all of the iron, steel, manufactured products, and construction materials used in the project are produced in the United States, unless subject to an approved waiver. The requirements of this section must be included in all subawards, including all contracts and purchase orders for work or products under this program.

Recipients of an award of Federal financial assistance are hereby notified that none of the funds provided under this award may be used for a project for infrastructure unless:

1. all iron and steel used in the project are produced in the United States--this means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States;

2. all manufactured products used in the project are produced in the United States —this means the manufactured product was manufactured in the United States; and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of domestic content of the manufactured product has been established under applicable law or regulation; and

3. all construction materials are manufactured in the United States—this means that all manufacturing processes for the construction material occurred in the United States.

The Buy America preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within Docusign Envelope ID: 536779D3-6752-4762-AC92-8C10E48E7140 595
11 the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project.

For further information on the Buy America preference, please visit www.doi.gov/grants/BuyAmerica. Additional information can also be found at the White House Made in America Office website: www.whitehouse.gov/omb/management/madeinamerica/.

Waivers
When necessary, recipients may apply for, and the Department of the Interior (DOI) may grant, a waiver from these requirements, subject to review by the Made in America Office. The DOI may waive the application of the domestic content procurement preference in any case in which it is determined that one of the below circumstances applies:

1. Non-availability Waiver: the types of iron, steel, manufactured products, or construction materials are not produced in the United States in sufficient and reasonably available quantities or of a satisfactory quality;

2. Unreasonable Cost Waiver: the inclusion of iron, steel, manufactured products, or construction materials produced in the United States will increase the cost of the overall project by more than 25 percent; or

3. Public Interest Waiver: applying the domestic content procurement preference would be inconsistent with the public interest.

There may be instances where an award qualifies, in whole or in part, for an existing DOI general applicability waiver as described at:
www.doi.gov/grants/BuyAmerica/GeneralApplicabilityWaivers.

If the specific financial assistance agreement, infrastructure project, or non-domestic materials meets the criteria of an existing general applicability waiver within the limitations defined within the waiver, the recipient is not required to request a separate waiver for non-domestic materials.

If a general applicability waiver does not already apply, and a recipient believes that one of the above circumstances applies to an award, a request to waive the application of the domestic content procurement preference may be submitted to the financial assistance awarding officer in writing. Waiver requests shall include the below information. The waiver shall not include any Privacy Act information, sensitive data, or proprietary information within their waiver request. Waiver requests will be posted to www.doi.gov/grants/buyamerica and are subject to public comment periods of no less than 15 days. Waiver requests will also be reviewed by the Made in America Office.

1. Type of waiver requested (non-availability, unreasonable cost, or public interest).

2. Requesting entity and Unique Entity Identifier (UEI) submitting the request.

3. Department of Interior Bureau or Office who issued the award.

Docusign Envelope ID: 536779D3-6752-4762-AC92-8C10E48E7140 596
12 4. Federal financial assistance listing name and number (reference block 2 on DOI Notice of Award)

5. Financial assistance title of project (reference block 8 on DOI Notice of Award).

6. Federal Award Identification Number (FAIN).

7. Federal funding amount (reference block 11.m. on DO Notice of Award).

8. Total cost of Infrastructure expenditures (includes federal and non-federal funds to the extent known).

9. Infrastructure project description(s) and location(s) (to the extent known).

10.List of iron or steel item(s), manufactured goods, and construction material(s) the recipient seeks to waive from Buy America requirements. Include the name, cost, countries of origin (if known), and relevant PSC or NAICS code for each.

11.A certification that the recipient made a good faith effort to solicit bids for domestic products supported by terms included in requests for proposals, contracts, and nonproprietary communications with the prime contractor.

12.A statement of waiver justification, including a description of efforts made (e.g., market research, industry outreach) by the recipient, in an attempt to avoid the need for a waiver. Such a justification may cite, if applicable, the absence of any Buy America compliant bids received in response to a solicitation.

13.Anticipated impact if no waiver is issued. Approved waivers will be posted at www.doi.gov/grants/BuyAmerica/ApprovedWaivers; recipients requesting a waiver will be notified of their waiver request determination by an awarding officer.

Questions pertaining to waivers should be directed to the financial assistance awarding officer.

Definitions
“Construction materials” includes an article, material, or supply that is or consists primarily of:
• non-ferrous metals;
• plastic and polymer-based products (including polyvinylchloride, composite building materials, and polymers used in fiber optic cables); • glass (including optic glass);
• lumber;
• or drywall.
“Construction Materials” does not include cement and cementitious materials, aggregates such as stone, sand, or gravel, or aggregate binding agents or additives. “Domestic content procurement preference’’ means all iron and steel used in the project are produced in the United States; the manufactured products used in the project are produced in the United States; or the construction materials used in the project are produced in the United States.
“Infrastructure” includes, at a minimum, the structures, facilities, and equipment for, in the United States, roads, highways, and bridges; public transportation; dams, ports, harbors, and other maritime facilities; intercity passenger and freight railroads; freight and intermodal facilities; airports; water systems, including drinking water and Docusign Envelope ID: 536779D3-6752-4762-AC92-8C10E48E7140 597
13 wastewater systems; electrical transmission facilities and systems; utilities; broadband infrastructure; and buildings and real property. Infrastructure includes facilities that generate, transport, and distribute energy.
‘‘Project’’ means the construction, alteration, maintenance, or repair of infrastructure in the United States.

L. Special Award Conditions

Please note that this contract includes Special Award Conditions (SACs). Strict compliance with these conditions is required.

No grant funds or required match funds may be expended until all Special Award Conditions have been fully satisfied and the City receives written authorization from the State to proceed with acquisition and subsequent development. This prohibition includes, but is not limited to, costs associated with design, planning, project management, construction management, pre-acquisition activities, or any other work related to the project.

The Special Award Conditions applicable to this project are summarized below:

NEPA Compliance
The National Park Service (NPS) has determined that additional information is required before a final NEPA determination can be made. Although funds have been obligated under the Grant Agreement, federal funds may only be used for activities directly related to achieving a final NEPA determination. No other federal expenditures are permitted until NEPA compliance is complete.

Appraisal and Appraisal Review (UASFLA / “Yellow Book”) This grant has been awarded prior to completion and certification of an appraisal and appraisal review conducted in accordance with the Uniform Appraisal Standards for Federal Land Acquisitions (UASFLA).

Acquisition activities may not proceed until:

1. The appraisal and certified appraisal review are approved by NPS; and

2. The City receives written authorization from OGALS to proceed.

Authorization to Proceed
Upon NPS approval of the appraisal, the State will issue written authorization to proceed with acquisition.

No ground disturbance or construction-related costs may be incurred prior to escrow closing. After escrow closes, the City must submit documentation demonstrating fee simple ownership. Once ownership is confirmed, the State will issue written authorization to proceed with ground disturbance and construction.

LWCF Deed Restriction
No reimbursements will be processed until the required LWCF deed restriction has been recorded on the property.

We strongly recommend that you carefully review these conditions with your project team to ensure full compliance.

Docusign Envelope ID: 536779D3-6752-4762-AC92-8C10E48E7140 598
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EXHIBIT F

FEDERAL CONTRACT PROVISIONS
2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II, Required Contract Clauses In the event of any contradictions or inconsistencies between these provisions and the provisions of the Agreement itself, the terms of this Exhibit shall control. ☒TERMINATION FOR CAUSE (in addition to standard Termination language) Criteria: All Contracts over $10k

1. In the event of any default by the Consultant as described below, the City may, after giving ten (10) days’ written notice to the Consultant, terminate the Consultant’s right to proceed with the Work or any part of the Work in the City’s sole discretion. Events of default include:
a. Failure or refusal to prosecute the Work, or any separable part thereof, with such diligence as will ensure the completion within the time specified in the Contract, or any extension thereof, or failure to complete said work within such time.
b. Filing of bankruptcy by the Consultant, or the making of a general assignment for the benefit of its creditors, or appointment of a receiver on account of Consultant’s insolvency without discharge of the receiver within ten (10) days after its appointment.
c. Failure to make prompt payments to Subcontractors or suppliers. d. Persistent disregard of laws, ordinances, or the instructions of the City, or other substantial violation of any provision of the Contract.

2. In the event the right of the Consultant to proceed with the Work, or any portion thereof, has been terminated because of the default of the Consultant and the Consultant has been given ten (10) days’ notice to cure such fault and has not done so, the City may take over the Work and prosecute the same to completion by contract or any other method the City deems expedient, and may take possession of and utilize in completing the Work such materials, appliances, equipment and plant as may be on the site of the Work and necessary therefore.

In such event, the Consultant and its sureties shall be liable for all damages including costs of managerial and administrative services, engineering, legal and other consultant fees, and liquidated damages sustained or incurred by the City.

3. Upon termination, the Consultant shall not be entitled to receive any further payment until the Work is finished. If upon completion of the Work the total cost to the City, including engineering, legal and other consultant fees, costs of managerial and administrative services, construction costs, and liquidated damages shall be less than the amount which would have been paid if the Work had been completed by the Consultant in accordance with the terms of the Contract, then the difference shall be paid to the Consultant in the same manner as the final payment under the Contract. If the total cost incurred by the City on account of termination of the Contract and subsequent completion of the Work by the City by whatever method the City may deem expedient shall exceed said amount which the Consultant would otherwise have been paid, the Consultant and its sureties shall be liable to the City for the full amount of such excess expense.
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4. The rights and remedies of the City provided in this section are in addition to any of the rights and remedies provided by the law or under this Contract. ☒ EQUAL EMPLOYMENT OPPORTUNITY 41 CFR Part 60-1.4b
Criteria: Construction or repair work. Select either Government Contracts or Federally Assisted Construction Contracts.

Criteria: Government Contracts
During the performance of this contract, the contractor agrees as follows

1. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin.

Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.

2. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

3. The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.

4. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

5. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

6. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 600
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7. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

8. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States.
☒ Criteria: Federally assisted construction contracts
Except as otherwise provided, each administering agency shall require the inclusion of the following language as a condition of any grant, contract, loan, insurance, or guarantee involving federally assisted construction which is not exempt from the requirements of the equal opportunity clause: The applicant hereby agrees that it will incorporate or cause to be incorporated into any contract for construction work, or modification thereof, as defined in the regulations of the Secretary of Labor at 41 CFR Chapter 60, which is paid for in whole or in part with funds obtained from the Federal Government or borrowed on the credit of the Federal Government pursuant to a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, the following equal opportunity clause:

During the performance of this contract, the contractor agrees as follows:

1. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin.

Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

2. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
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3. The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.

4. The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

5. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

6. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

7. In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

8. The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, 602
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instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

Subcontracts. Each nonexempt prime contractor or subcontractor shall include the equal opportunity clause in each of its nonexempt subcontracts.

Inclusion of the equal opportunity clause by reference. The equal opportunity clause may be included by reference in all Government contracts and subcontracts, including Government bills of lading, transportation requests, contracts for deposit of Government funds, and contracts for issuing and paying U.S. savings bonds and notes, and such other contracts and subcontracts as the Director of OFCCP may designate.

Incorporation by operation of the order. By operation of the order, the equal opportunity clause shall be considered to be a part of every contract and subcontract required by the order and the regulations in this part to include such a clause whether or not it is physically incorporated in such contracts and whether or not the contract between the agency and the contractor is written.

Adaptation of language. Such necessary changes in language may be made in the equal opportunity clause as shall be appropriate to identify properly the parties and their undertakings.
☒ DAVIS-BACON ACT (40 U.S.C. §§ 3141-3144 and 3146-3148) Criteria: Construction or repair work (not applicable to FEMA)

1. All transactions regarding this contract shall be done in compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C. 3141-3144, and 3146- 3148 and the requirements of 29 C.F.R. pt. 5 as applicable. 603
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2. Contractors are required to 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.

3. Additionally, contractors are required to pay wages not less than once a week. ☒ COPELAND ANTI-KICKBACK ACT
Criteria: Construction or Repair Work >$2k (not applicable to FEMA)

1. Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract.

2. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.

3. Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment
The CONSULTANT warrants that this AGREEMENT was not obtained or secured through rebates, kickbacks or other unlawful consideration either promised or paid to any LOCAL AGENCY employee. For breach or violation of this warranty, LOCAL AGENCY shall have the right, in its discretion, to terminate this AGREEMENT without liability, to pay only for the value of the work actually performed, or to deduct from this AGREEMENT price or otherwise recover the full amount of such rebate, kickback or other unlawful consideration

☒ CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
Criteria: Construction or Repair contracts >$100k involving employment of Mechanics or Laborers (does not apply to purchase or service contracts)

1. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and onehalf times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (a) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard 604
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workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a) of this section.

3. Withholding for unpaid wages and liquidated damages. The City of West Sacramento shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federallyassisted 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 the clause set forth in paragraph (b) of this section.

4. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (a) through (d) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a) through (d) of this section.

ARTICLE XXV SAFETY
CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. CONSULTANT shall comply with safety instructions issued by LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives.

CONSULTANT personnel shall wear hard hats and safety vests at all times while working on he construction project site.

Pursuant to the authority contained in Vehicle Code §591, LOCAL AGENCY has determined that such areas are within the limits of the project and are open to public traffic. CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles
Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article.
[Add the following paragraph to all AGREEMENTs, which may require trenching of five feet or deeper]
CONSULTANT must have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in Labor Code §6500 and §6705, prior to the initiation of any practices, work, method, operation, or process related to the construction or excavation of trenches which are five (5) feet or deeper.
☐ Rights to Inventions Made Under a Contract or Agreement.

Criteria: Funding agreement (not applicable to FEMA)
(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the 605 The Public Restroom Company
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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 the awarding agency.

ARTICLE XXVI OWNERSHIP OF DATA
It is mutually agreed that all materials prepared by CONSULTANT under this AGREEMENT shall become the property of City, and CONSULTANT shall have no property right therein whatsoever. Immediately upon termination, City shall be entitled to, and CONSULTANT shall deliver to City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by CONSULTANT in performing this AGREEMENT which is not CONSULTANT’s privileged information, as defined by law, or CONSULTANT’s personnel information, along with all other property belonging exclusively to City which is in CONSULTANT’s possession. Publication of the information derived from work performed or data obtained in connection with services rendered under this AGREEMENT must be approved in writing by City.

Additionally, it is agreed that the Parties intend this to be an AGREEMENT for services and each considers the products and results of the services to be rendered by CONSULTANT hereunder to be work made for hire. CONSULTANT acknowledges and agrees that the work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City without restriction or limitation upon its use or dissemination by City.

Nothing herein shall constitute or be construed to be any representation by CONSULTANT that the work product is suitable in any way for any other project except the one detailed in this Contract. Any reuse by City for another project or project location shall be at City’s sole risk.

Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27 Subpart 27.3 - Patent Rights under Government Contracts for federal-aid contracts).

LOCAL AGENCY may permit copyrighting reports or other agreement products. If copyrights are permitted; the AGREEMENT shall provide that the FHWA shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes.
☒ CLEAN AIR ACT
Criteria: All contracts over $150k
(G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387).

Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

1. The contractor agrees to report each violation to the City of West Sacramento and understands and agrees that the City of West Sacramento will, in turn, report each violation as required to assure notification to the State of California, Federal 606
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Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

2. The contractor agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FEMA. ☒ FEDERAL WATER POLLUTION CONTROL ACT
Criteria: All contracts over $150k

1. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.

2. The contractor agrees to report each violation to the City of West Sacramento and understands and agrees that the City of West Sacramento will, in turn, report each violation as required to assure notification to the State of California, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

3. The contractor agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FEMA. ☒ DEBARMENT AND SUSPENSION
Criteria: Over $25k
(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

5. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. §180.940) or disqualified (defined at 2 C.F.R. § 180.935).

6. The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.

7. This certification is a material representation of fact relied upon by the City of West Sacramento. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City of West Sacramento, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The City will insure the Contractor and any lower participants are not debarred by checking the government’s System Award Management (SAM).

8. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.
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The CONSULTANT’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager:

1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;

2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years;

3. Does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.

Any exceptions to this certification must be disclosed to LOCAL AGENCY. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action.

Exceptions to the Federal Government excluded parties (https://sam.gov/content/home) maintained by the U.S. General Services Administration are to be determined by FHWA.

ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code §10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two-year period, because of CONSULTANT’s failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board. ☒ BYRD ANTI-LOBBYING AMENDMENT 31 U.S.C. § 1352 (AS AMENDED) Criteria: All contracts require. Any contracts over $100k also require additional certification.
(I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. 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 must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

Contractors who apply or bid for an award of $100,000 or more shall file the required certification (see Appendix A, 44 C.F.R Part 18 – Certification Regarding 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 608 The Public Restroom Company
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in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient.

A. The CONSULTANT certifies, to the best of his or her knowledge and belief, that:

1. No State, Federal, or LOCAL AGENCY appropriated funds have been paid or will be paid, by or on behalf of the CONSULTANT, to any person for influencing or attempting to influence an officer or employee of any local, State, or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this AGREEMENT, or with the extension, continuation, renewal, amendment, or modification of this 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 AGREEMENT, the CONSULTANT shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

B. 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 orentering into this transaction imposed by 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars ($10,000) and not more than one hundred thousand dollars ($100,000) for each such failure.

C. The CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower tier subagreements, which exceed one hundred thousand dollars ($100,000), and that all such subrecipients shall certify and disclose accordingly.
☒ RECORD RETENTION
Criteria: All contracts
In addition to the reports specified in this Agreement, Consultant shall retain the records required by the applicable provisions of 2 CFR § 200.333, no less than three (3) years after City's final payment to Consultant under this Agreement and provide the City with the reports required pursuant to 2 CFR §§ 200.328 and 200.343, and such other records and reports as the City may reasonably require in the administration of this Agreement. Consultant shall keep all other necessary books and records, including property, personnel, loan documentation and financial records, in connection with the operation and services performed under this Agreement, in accordance with 2 CFR §200.333
For the purpose of determining compliance with Gov. Code §8546.7, the CONSULTANT, Subconsultants, and LOCAL AGENCY shall maintain all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT including, but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT’s Independent CPA, shall make such workpapers and material available at their respective offices at all reasonable times during the 609
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AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT and records for real property and equipment acquired with federal funds must be retained fro three (3) years after final disposition. LOCAL AGENCY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and are pertinent to the AGREEMENT for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation. ☒ NO OBLIGATION BY FEDERAL GOVERNMENT
Criteria: All contracts
The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, Consultant, or any other party pertaining to any matter resulting from the contract.

☐ PROCUREMENT OF RECOVERED MATERIALS
Criteria: All contracts over $10k where work involves the use of materials (J) §200.323 Procurement of recovered materials.

A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR 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; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines."

1. In the performance of this contract, the Consultant shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired—

2. Competitively within a timeframe providing for compliance with the contract performance schedule;

3. Meeting contract performance requirements; or

4. At a reasonable price.
a. Information about this requirement, along with the list of EPA- designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program. ☐ Prohibition on certain telecommunications and video surveillance services or equipment.

Criteria: Contracts related to telecommunications or video surveillance or equipment (K) §200.216 Prohibition on certain telecommunications and video surveillance services or equipment.
(a) Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to:
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(3) Enter into a contract (or 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. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, 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).
(ii) Telecommunications or video surveillance services provided by such entities or using such equipment.
(iii) 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.
(b) In implementing the prohibition under Public Law 115-232, section 889, subsection (f), paragraph (1), heads of executive agencies administering loan, grant, or subsidy programs shall prioritize available funding and technical support to assist affected businesses, institutions and organizations as is reasonably necessary for those affected entities to transition from covered communications equipment and services, to procure replacement equipment and services, and to ensure that communications service to users and customers is sustained. (c) See Public Law 115-232, section 889 for additional information. (d) See also §200.471."
☒ Domestic preferences for procurements
Criteria: All contracts over $10k where work involves the use of materials (L) §200.322 Domestic preferences for procurements.
(a) As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award.
(b) For purposes of this section:
(1) “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
(2) “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber."

ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS A. The CONSULTANT agrees the 48CFR 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost.

B. The CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 611
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C. Any costs for which payment has been made to the CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR 31 or 2 CFR 200 are subject to repayment by the CONSULTANT to LOCAL AGENCY.

D. When a CONSULTANT or Subconsultant is a Non-Profit Organization or an Institution of Higher Education, the Cost Principles for Title 2 CRF 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.

ARTICLE IX AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by AGREEMENT, shall be reviewed by LOCAL AGENCY’s Chief Financial Officer.

B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing.

C. Neither the pendency of a dispute nor its consideration by LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT.

D. CONSULTANT and subconsultant AGREEMENTs, including cost proposals and indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT’s responsibility to ensure federal, LOCAL AGENCY, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by LOCAL AGENCY Contract Administrator to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the AGREEMENT by this reference if directed by LOCAL AGENCY at its sole discretion.

Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, LOCAL AGENCY or local governments have access to CPA work papers, will be considered a breach of AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

E. CONSULTANT’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs. 612
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1. During IOAI’s review of the ICR audit work papers created by the CONSULTANT’s independent CPA, IOAI will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR (e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines) is received and approved by IOAI.

Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate.
c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate.

2. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. IOAI will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions.

3. If the CONSULTANT fails to comply with the provisions of this paragraph E, or if IOAI is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT.

4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of LOCAL AGENCY; and, (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO LOCAL AGENCY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other agreements executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES A. Prior authorization in writing by LOCAL AGENCY’s Contract Administrator shall be required before CONSULTANT enters into any unbudgeted purchase order, or 613 The Public Restroom Company
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subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or CONSULTANT services. CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs. For purchase of any item, service, or consulting work not covered in CONSULTANT’s approved.

B. Cost Proposal and exceeding five thousand dollars ($5,000), with prior authorization by LOCAL AGENCY’s Contract Administrator, three competitive quotations must be submitted with the request, or the absence of proposal must be adequately justified.

C. Any equipment purchased with funds provided under the terms of this AGREEMENT is subject to the following:

1. CONSULTANT shall maintain an inventory of all nonexpendable property.

Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of five thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold or traded in, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the AGREEMENT, or if the AGREEMENT is terminated, CONSULTANT may either keep the equipment and credit LOCAL AGENCY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established LOCAL AGENCY procedures; and credit LOCAL AGENCY in an amount equal to the sales price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL AGENCY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by LOCAL AGENCY.

2. Regulation 2 CFR 200 requires a credit to Federal funds when participating equipment with a fair market value greater than five thousand dollars ($5,000) is credited to the project.

ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION A. CONSULTANT, subrecipient (LOCAL AGENCY), or subconsultant shall take necessary and reasonable steps to ensure that DBEs have opportunities to participate in the contract (49 CFR 26). To ensure equal participation of DBEs provided in 49 CFR 26.5, the LOCAL AGENCY shows a contract goal for DBEs. CONSULTANT shall make work available to DBEs and select work parts consistent with available DBE subconsultants and suppliers.

CONSULTANT shall meet the DBE goal shown elsewhere in these special provisions or demonstrate that they made adequate Good Faith Efforts (GFE) to meet this goal. It is CONSULTANT’s responsibility to verify at date of proposal opening that the DBE firm is certified as a DBE by using the California Unified Certification Program (CUCP) database and possesses the most specific available North American Industry Classification System (NAICS) codes and work code applicable to the type of work the firm will perform on the contract. Additionally, the CONSULTANT is responsible to document the verification record by printing out the CUCP data for each DBE firm. A list 614
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of DBEs certified by the CUCP can be found at https://dot.ca.gov/programs/civilrights/dbe-search.

All DBE participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal. Credit for materials or supplies CONSULTANT purchases from DBEs counts towards the goal in the following manner:
• 100 percent counts if the materials or supplies are obtained from a DBE manufacturer.
• 60 percent counts if the materials or supplies are purchased from a DBE regular dealer.
• Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49 CFR 26.55 defines "manufacturer" and "regular dealer." This AGREEMENT is subject to 49 CFR 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”.

CONSULTANTs who enter into a federally-funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve California's statewide overall DBE goal.

B. The goal for DBE participation for this AGREEMENT is_________%. Participation by DBE CONSULTANT or subconsultants shall be in accordance with information contained in Exhibit 10-O2: Consultant Contract DBE Commitment attached hereto and incorporated as part of the AGREEMENT. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.

C. CONSULTANT can meet the DBE participation goal by either documenting commitments to DBEs to meet the AGREEMENT goal, or by documenting adequate good faith efforts to meet the AGREEMENT goal. An adequate good faith effort means that the CONSULTANT must show that it took all necessary and reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to meet the DBE goal. If CONSULTANT has not met the DBE goal, complete and submit Exhibit 15-H: Proposer/Contractor Good Faith Efforts to document efforts to meet the goal. Refer to 49 CFR 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.

D. Contract Assurance
Under 49 CFR 26.13(b): CONSULTANT, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. CONSULTANT shall carry out applicable requirements of 49 CFR 26 in the award and administration of federal-aid contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying CONSULTANT from future proposing as non-responsible E. Termination and Replacement of DBE Subconsultants
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CONSULTANT shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless CONSULTANT or DBE subconsultant obtains the LOCAL AGENCY’s written consent. CONSULTANT shall not terminate or replace a listed DBE for convenience and perform the work with their own forces or obtain materials from other sources without authorization from the LOCAL AGENCY. Unless the LOCAL AGENCY’s consent is provided, the CONSULTANT shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE on the Exhibit 10-02: Consultant Contract DBE Commitment form.

Termination of DBE Subconsultants
After execution of the AGREEMENT, termination of a DBE may be allowed for the following, but not limited to, justifiable reasons with prior written authorization from the LOCAL AGENCY:

1. Listed DBE fails or refuses to execute a written contract based on plans and specifications for the project.

2. The LOCAL AGENCY stipulated that a bond is a condition of executing the subcontract and the listed DBE fails to meet the LOCAL AGENCY’s bond requirements.

3. Work requires a consultant's license and listed DBE does not have a valid license under Contractors License Law.

4. Listed DBE fails or refuses to perform the work or furnish the listed materials (failing or refusing to perform is not an allowable reason to remove a DBE if the failure or refusal is a result of bad faith or discrimination).

5. Listed DBE's work is unsatisfactory and not in compliance with the contract.

6. Listed DBE is ineligible to work on the project because of suspension or debarment.

7. Listed DBE becomes bankrupt or insolvent or exhibits credit unworthiness.

8. Listed DBE voluntarily withdraws with written notice from the Contract.

9. Listed DBE is ineligible to receive credit for the type of work required.

10. Listed DBE owner dies or becomes disabled resulting in the inability to perform the work on the Contract.

11. The LOCAL AGENCY determines other documented good cause.

CONSULTANT must use the following procedures to request the termination of a DBE or portion of a DBE’s work:

1. Send a written notice to the DBE of the CONSULTANT’s intent to use other forces or material sources and include one or more justifiable reasons listed above. Simultaneously send a copy of this written notice to the LOCAL AGENCY.

The written notice to the DBE must request they provide any response within five (5) business days to both the CONSULTANT and the LOCAL AGENCY by either acknowledging their agreement or documenting their reasoning as to why the use of other forces or sources of materials should not occur.

2. If the DBE does not respond within five (5) business days, CONSULTANT may move forward with the request as if the DBE had agreed to CONSULTANT’s written notice.

3. Submit CONSULTANT’s DBE termination request by written letter to the LOCAL AGENCY and include:
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• One or more above listed justifiable reasons along with supporting documentation.
• CONSULTANT’s written notice to the DBE regarding the request, including proof of transmission and tracking documentation of CONSULTANT’s written notice
• The DBE's response to CONSULTANT’s written notice, if received. If a written response was not provided, provide a statement to that effect.

The LOCAL AGENCY shall respond in writing to CONSULTANT’s DBE termination request within five (5) business days.

Replacement of DBE Subconsultants
After receiving the LOCAL AGENCY’s written authorization of DBE termination request, CONSULTANT must obtain the LOCAL AGENCY’s written agreement for DBE replacement.

CONSULTANT must find or demonstrate GFEs to find qualified DBE replacement firms to perform the work to the extent needed to meet the DBE commitment. The following procedures shall be followed to request authorization to replace a DBE firm:

1. Submit a request to replace a DBE with other forces or material sources in writing to the LOCAL AGENCY which must include:
a. Description of remaining uncommitted work item made available for replacement DBE solicitation and participation.
b. The proposed DBE replacement firm's business information, the work they have agreed to perform, and the following:
• Description of scope of work and cost proposal
• Proposed subcontract agreement and written confirmation of agreement to perform on the Contract
• Revised Exhibit 10-O2: Consultant Contract DBE Commitment

2. If CONSULTANT has not identified a DBE replacement firm, submits documentation of CONSULTANT’s GFEs to use DBE replacement firms within seven (7) days of LOCAL AGENCY's authorization to terminate the DBE. CONSULTANT may request the LOCAL AGENCY's approval to extend this submittal period to a total of 14 days. Submit documentation of actions taken to find a DBE replacement firm, such as:
• Search results of certified DBEs available to perform the original DBE work identified and or other work CONSULTANT had intended to self-perform, to the extent needed to meet DBE commitment
• Solicitations of DBEs for performance of work identified • Correspondence with interested DBEs that may have included contract details and requirements
• Negotiation efforts with DBEs that reflect why an agreement was not reached • If a DBE's quote was rejected, provide reasoning for the rejection, such as why the DBE was unqualified for the work, or why the price quote was unreasonable or excessive
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• Additional documentation that supports CONSULTANT’s GFE The LOCAL AGENCY shall respond in writing to CONSULTANT’s DBE replacement request within five (5) business days.

F. Commitment and Utilization
The LOCAL AGENCY’s DBE program must include a monitoring and enforcement mechanism to ensure that DBE commitments reconcile to DBE utilization.

The LOCAL AGENCY shall request CONSULTANT to:

1. Notify the LOCAL AGENCY’s contract administrator or designated representative of any changes to its anticipated DBE participation

2. Provide this notification before starting the affected work

3. Maintain records including:
• Name and business address of each 1st -tier subconsultant • Name and business address of each DBE subconsultant, DBE vendor, and DBE trucking company, regardless of tier
• Date of payment and total amount paid to each business (see Exhibit 9-F:

Monthly Disadvantaged Business Enterprise Payment)
If CONSULTANT is a DBE CONSULTANT, they shall include the date of work performed by their own forces and the corresponding value of the work.

If a DBE is decertified before completing its work, the DBE must notify CONSULTANT in writing of the decertification date. If a business becomes a certified DBE before completing its work, the business must notify CONSULTANT in writing of the certification date. CONSULTANT shall submit the notifications to the LOCAL AGENCY. On work completion, CONSULTANT shall complete Exhibit 17-O: Disadvantaged Business Enterprises (DBE) Certification Status Change and submit the form to the LOCAL AGENCY within 30 days of contract acceptance.

Upon work completion, CONSULTANT shall complete Exhibit 17-F: Final Report – Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors and submit it to the LOCAL AGENCY within 90 days of contract acceptance. The LOCAL AGENCY will withhold $10,000 until the form is submitted. The LOCAL AGENCY will release the withhold upon submission of the completed form.

In the LOCAL AGENCY’s reports of DBE participation to Caltrans, the LOCAL AGENCY must display both commitments and attainments.

G. Commercially Useful Function
DBEs must perform a commercially useful function (CUF) under 49 CFR 26.55 when performing work or supplying materials listed on the DBE Commitment form. The DBE value of work will only count toward the DBE commitment if the DBE performs a CUF. A DBE performs a CUF when it is responsible for execution of the work of the AGREEMENT and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible, with respect to materials and supplies used on the AGREEMENT, for negotiating price, determining quality and quantity, ordering the material and installing (where applicable), and paying for the material itself.

CONSULTANT must perform CUF evaluation for each DBE working on a federal-aid contract, with or without a DBE goal. Perform a CUF evaluation at the beginning of the DBE’s work and continue to monitor the performance of CUF for the duration of the project.

CONSULTANT must provide written notification to the LOCAL AGENCY at least 15 days in advance of each DBE's initial performance of work or supplying materials for the 618
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Contract. The notification must include the DBE's name, work the DBE will perform on the contract, and the location, date, and time of where their work will take place.

Within 10 days of a DBE initially performing work or supplying materials on the Contract, CONSULTANT shall submit to the LPA the initial evaluation and validation of DBE performance of a CUF using the LAPM 9-J: Disadvantaged Business Enterprise Commercially Useful Function Evaluation. Include the following information with the submittal:
• Subcontract agreement with the DBE
• Purchase orders
• Bills of lading
• Invoices
• Proof of payment
CONSULTANT must monitor all DBE’s performance of CUF by conducting quarterly evaluations and validations throughout their duration of work on the Contract using the LAPM 9-J: DBE Commercially Useful Function Evaluation. CONSULTANT must submit to the LOCAL AGENCY these quarterly evaluations and validations by the 5th of the month for the previous three months of work.

CONSULTANT must notify the LOCAL AGENCY immediately if they believe the DBE may not be performing a CUF.

The LOCAL AGENCY will verify DBEs performance of CUF by reviewing the initial and quarterly submissions of LAPM 9-J: DBE Commercially Useful Function Evaluation, submitted supporting information, field observations, and through any additional LOCAL AGENCY evaluations. The LOCAL AGENCY must evaluate DBEs and their CUF performance throughout the duration of a Contract. The LOCAL AGENCY will provide written notice to the CONSULTANT and the DBE at least two (2) business days prior to any evaluation. The CONSULTANT and the DBE must participate in the evaluation.

Upon completing the evaluation, the LOCAL AGENCY must share the evaluation results with the CONSULTANT and the DBE. An evaluation could include items that must be remedied upon receipt. If the LOCAL AGENCY determines the DBE is not performing a CUF, the CONSULTANT must suspend performance of the noncompliant work.

CONSULTANT and DBEs must submit any additional CUF related records and documents within five (5) business days of LOCAL AGENCY’s request such as:
• Proof of ownership or lease and rental agreements for equipment • Tax records
• Employee rosters
• Certified payroll records
• Inventory rosters
Failure to submit required DBE Commercially Useful Function Evaluation forms or requested records and documents can result in withholding of payment for the value of work completed by the DBE.

If CONSULTANT and/or the LOCAL AGENCY determine that a listed DBE is not performing a CUF in performance of their DBE committed work, CONSULTANT must immediately suspend performance of the noncompliant portion of the work. LOCAL AGENCY may deny payment for the noncompliant portion of the work. LOCAL AGENCY will ask the CONSULTANT to submit a corrective action plan (CAP) to the LOCAL AGENGY within five (5) days of the noncompliant CUF determination. The CAP must identify how the CONSULTANT will correct the noncompliance findings for the remaining portion of the DBE's work. LOCAL AGENCY has five (5) days to review the CAP in conjunction with the CONSULTANT’s review. The CONSULTANT must implement the CAP within five (5) days of the LOCAL AGENCY's approval. The LOCAL AGENCY will then authorize the prior noncompliant portion of work for the DBE's committed work. 619
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If corrective actions cannot be accomplished to ensure the DBE performs a commercially useful function on the Contract, CONSULTANT may have good cause to request termination of the DBE.

H. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, AGREEMENT, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate.

I. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its AGREEMENT with its own work force, or the DBE subcontracts a greater portion of the work of the AGREEMENT than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.

J. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE CONSULTANT’s shall also show the date of work performed by their own forces along with the corresponding dollar value of the work.

K. If a DBE subconsultant is decertified during the life of the AGREEMENT, the decertified subconsultant shall notify CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the AGREEMENT, the subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to LOCAL AGENCY’s Contract Administrator within thirty (30) calendar days.

L. For projects awarded on or after March 1, 2020, but before September 1, 2023: after submitting an invoice for reimbursement that includes a payment to a DBE, but no later than the 10th of the following month, the prime contractor/consultant must complete and email Exhibit 9-F: Disadvantaged Business Enterprise Running Tally of Payments to [email protected] with a copy to local administering agencies.

For projects awarded on or after September 1, 2023: Exhibit 9-F is no longer required.

Instead, by the 15th of the month following the month of any payment(s), the CONSULTANT must now submit Exhibit 9-P to the LOCAL AGENCY administering the contract. If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.

M. Any subcontract entered into as a result of this AGREEMENT shall contain all of the provisions of this section.

ARTICLE XXIII DISPUTES
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after forty-five (45) days of good-faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the other. [Choose either Option 1 or Option 2]
[Option 1 - Use paragraphs A through C below for all AGREEMENTs without PS&E submittal] A. Any dispute, other than audit, concerning a question of fact arising under this AGREEMENT that is not disposed of by agreement shall be decided by a committee consisting of LOCAL AGENCY’s Contract Administrator and (Insert Department Head or Official), who may consider written or verbal information submitted by CONSULTANT.

B. Not later than thirty (30) calendar days after completion of all work under the AGREEMENT, CONSULTANT may request review by LOCAL AGENCY Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.

C. Neither the pendency of a dispute, nor its consideration by the committee will excuse CONSULTANT from full and timely performance in accordance with the terms of this AGREEMENT.

ARTICLE XXIV INSPECTION OF WORK
CONSULTANT and any subconsultant shall permit LOCAL AGENCY, the State, and the FHWA if federal participating funds are used in this AGREEMENT; to review and inspect the project activities and files at all reasonable times during the performance period of this AGREEMENT

ARTICLE XXXII TITLE VI ASSURANCES
APPENDICES A - E of the TITLE VI ASSURANCES
[The U.S. Department of Transportation Order No.1050.2A requires all federal-aid Department of Transportation contracts between an agency and a consultant to contain Appendices A and E of the Title VI Assurances. Include Appendices B, C, and D if appliable as shown below. In addition, the consultant must include the Title VI Assurances Appendices A and E, and if applicable Appendices B, C, and D in all subcontracts to perform work under the contract. The clauses of Appendix B of this Assurance shall be included as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a LOCAL AGENCY.

The clauses set forth in Appendix C and Appendix D of this Assurance shall be included as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the LOCAL AGENCY with other parties:
a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and
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b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program.]

APPENDIX A
During the performance of this Agreement, the contractor, for itself, its assignees and successors in interest (hereinafter collectively referred to as CONSULTANT) agrees as follows:

Compliance with Regulations: CONSULTANT shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement.

Nondiscrimination: CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the agreement covers a program set forth in Appendix B of the Regulations.

Solicitations for Sub-agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub- agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by CONSULTANT of the CONSULTANT’S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin.

Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA to be pertinent to ascertain compliance with such Regulations or directives.

Where any information required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, CONSULTANT shall so certify to the recipient or FHWA as appropriate, and shall set forth what efforts CONSULTANT has made to obtain the information.

Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the nondiscrimination provisions of this agreement, the recipient shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:
i.withholding of payments to CONSULTANT under the Agreement within a reasonable period of time, not to exceed 90 days; and/or
ii. cancellation, termination or suspension of the Agreement, in whole or in part Incorporation of Provisions: CONSULTANT shall include the provisions of paragraphs (1) through (6) in every sub-agreement, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto.

CONSULTANT shall take such action with respect to any sub-agreement or procurement as the recipient or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event CONSULTANT becomes involved in, or is threatened with, litigation with a sub-applicant or supplier as a result of such direction, 622
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CONSULTANT may request the recipient enter into such litigation to protect the interests of the State, and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States.

APPENDIX B

CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY
The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of Assurance 4:

NOW THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the recipient will accept title to the lands and maintain the project constructed hereon in accordance with Title 23 U.S.C., the regulations for the administration of the preceding statute, and the policies and procedures prescribed by the FHWA of the U.S.

Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S.

Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the recipient all the right, title and interest of the U.S. Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof.
(HABENDUM CLAUSE)
TO HAVE AND TO HOLD said lands and interests therein unto the recipient and its successors forever, subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the recipient, its successors and assigns. The recipient, in consideration of the conveyance of said lands and interest in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, that (1) no person will on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2) that the recipient will use the lands and interests in lands and interest in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended [, and (3) that in the event of breach of any of the above-mentioned non-discrimination conditions, the Department will have a right to enter or re-enter said lands and facilities on said lands, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this instruction].* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order to make clear the purpose of Title VI.) 623
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APPENDIX C

CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE

ACTIVITY, FACILITY, OR PROGRAM
The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered into by the recipient pursuant to the provisions of Assurance 7(a):

A. The (grantee, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the case of deeds and leases add “as a covenant running with the land”] that:

1. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S. Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations(as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.

B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Non-discrimination covenants, the recipient will have the right to terminate the (lease, license, permit, etc.) and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued.*
C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants, the recipient will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the recipient and its assigns.* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.)

APPENDIX D

CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER

THE ACTIVITY, FACILITY OR PROGRAM
The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by the recipient pursuant to the provisions of Assurance 7(b):

A. The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest ,and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, “as a covenant running with the land”) that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the 624
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construction of any improvements on over, or under such land, and the furnishings of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits or, or otherwise be subjected to discrimination, (3) that the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance.

B. With respect to (licenses, leases, permits, etc.) in the event of breach of any of the above of the above Non-discrimination covenants, the recipient will have the right to terminate the (license, permits, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, permit, etc., as appropriate) had never been made or issued.* C. With respect to deeds, in the event of breach of any of the above Nondiscrimination covenants, the recipient will there upon revert to and vest in and become the absolute property of the recipient and its assigns.

APPENDIX E
During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest (hereinafter referred to as the “CONSULTANT”) agrees to comply with the following non-discrimination statutes and authorities, including, but not limited to:

Pertinent Non-Discrimination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), prohibits discrimination on the basis of sex;
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), prohibits discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);
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• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination of the basis of disability in the operation of public entities, public and private transportation systems, place public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations 49 C.F.R. parts 37 and 38;
• The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English Proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C.1681 et seq).
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1 FHWA-1273 – Revised October 23, 2023

REQUIRED CONTRACT PROVISIONS

FEDERAL-AID CONSTRUCTION CONTRACTS
I. General
II. Nondiscrimination
III. Non-segregated Facilities
IV. Davis-Bacon and Related Act Provisions
V. Contract Work Hours and Safety Standards Act
Provisions
VI. Subletting or Assigning the Contract
VII. Safety: Accident Prevention
VIII. False Statements Concerning Highway Projects
IX. Implementation of Clean Air Act and Federal Water
Pollution Control Act
X. Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion
XI. Certification Regarding Use of Contract Funds for
Lobbying
XII. Use of United States-Flag Vessels:

ATTACHMENTS
A. Employment and Materials Preference for Appalachian
Development Highway System or Appalachian Local Access
Road Contracts (included in Appalachian contracts only) I. GENERAL

1. Form FHWA-1273 must be physically incorporated in each construction contract funded under title 23, United States Code, as required in 23 CFR 633.102(b) (excluding
emergency contracts solely intended for debris removal). The contractor (or subcontractor) must insert this form in each subcontract and further require its inclusion in all lower tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services). 23 CFR
633.102(e).

The applicable requirements of Form FHWA-1273 are
incorporated by reference for work done under any purchase order, rental agreement or agreement for other services. The prime contractor shall be responsible for compliance by any subcontractor, lower-tier subcontractor or service provider. 23 CFR 633.102(e).

Form FHWA-1273 must be included in all Federal-aid designbuild contracts, in all subcontracts and in lower tier subcontracts (excluding subcontracts for design services, purchase orders, rental agreements and other agreements for supplies or services) in accordance with 23 CFR 633.102. The design-builder shall be responsible for compliance by any subcontractor, lower-tier subcontractor or service provider.

Contracting agencies may reference Form FHWA-1273 in
solicitation-for-bids or request-for-proposals documents, however, the Form FHWA-1273 must be physically
incorporated (not referenced) in all contracts, subcontracts and lower-tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services related to a construction contract). 23 CFR 633.102(b).

2. Subject to the applicability criteria noted in the following sections, these contract provisions shall apply to all work performed on the contract by the contractor's own organization and with the assistance of workers under the contractor's immediate superintendence and to all work performed on the contract by piecework, station work, or by subcontract. 23 CFR 633.102(d).

3. A breach of any of the stipulations contained in these Required Contract Provisions may be sufficient grounds for withholding of progress payments, withholding of final
payment, termination of the contract, suspension / debarment or any other action determined to be appropriate by the contracting agency and FHWA.

4. Selection of Labor: During the performance of this contract, the contractor shall not use convict labor for any purpose within the limits of a construction project on a Federal-aid highway unless it is labor performed by convicts who are on parole, supervised release, or probation. 23 U.S.C. 114(b).

The term Federal-aid highway does not include roadways
functionally classified as local roads or rural minor collectors. 23 U.S.C. 101(a).

II. NONDISCRIMINATION (23 CFR 230.107(a); 23 CFR Part
230, Subpart A, Appendix A; EO 11246)
The provisions of this section related to 23 CFR Part 230, Subpart A, Appendix A are applicable to all Federal-aid construction contracts and to all related construction
subcontracts of $10,000 or more. The provisions of 23 CFR Part 230 are not applicable to material supply, engineering, or architectural service contracts.

In addition, the contractor and all subcontractors must comply with the following policies: Executive Order 11246, 41 CFR Part 60, 29 CFR Parts 1625-1627, 23 U.S.C. 140, Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d et seq.), and related regulations including 49 CFR Parts 21, 26, and 27; and 23 CFR Parts 200, 230, and 633.

The contractor and all subcontractors must comply with: the requirements of the Equal Opportunity Clause in 41 CFR 60-

1.4(b) and, for all construction contracts exceeding $10,000, the Standard Federal Equal Employment Opportunity
Construction Contract Specifications in 41 CFR 60-4.3.

Note: The U.S. Department of Labor has exclusive authority to determine compliance with Executive Order 11246 and the policies of the Secretary of Labor including 41 CFR Part 60, and 29 CFR Parts 1625-1627. The contracting agency and
the FHWA have the authority and the responsibility to ensure compliance with 23 U.S.C. 140, Section 504 of the
Rehabilitation Act of 1973, as amended (29 U.S.C. 794), and Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d et seq.), and related regulations including 49 CFR Parts 21, 26, and 27; and 23 CFR Parts 200, 230, and 633.

The following provision is adopted from 23 CFR Part 230, Subpart A, Appendix A, with appropriate revisions to conform to the U.S. Department of Labor (US DOL) and FHWA
requirements.
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2 1. Equal Employment Opportunity: Equal Employment
Opportunity (EEO) requirements not to discriminate and to take affirmative action to assure equal opportunity as set forth under laws, executive orders, rules, regulations (see 28 CFR Part 35, 29 CFR Part 1630, 29 CFR Parts 1625-1627, 41 CFR Part 60 and 49 CFR Part 27) and orders of the Secretary of Labor as modified by the provisions prescribed herein, and imposed pursuant to 23 U.S.C. 140, shall constitute the EEO and specific affirmative action standards for the contractor's project activities under this contract. The provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) set forth under 28 CFR Part 35 and 29 CFR Part 1630 are incorporated by reference in this contract. In the execution of this contract, the contractor agrees to comply with the following minimum specific requirement activities of EEO:
a. The contractor will work with the contracting agency and the Federal Government to ensure that it has made every good faith effort to provide equal opportunity with respect to all of its terms and conditions of employment and in their review of activities under the contract. 23 CFR 230.409 (g)(4) & (5). b. The contractor will accept as its operating policy the following statement:
"It is the policy of this Company to assure that applicants are employed, and that employees are treated during
employment, without regard to their race, religion, sex, sexual orientation, gender identity, color, national origin, age or disability. Such action shall include: employment,
upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship, pre-apprenticeship, and/or on-the-job
training."

2. EEO Officer: The contractor will designate and make
known to the contracting officers an EEO Officer who will have the responsibility for and must be capable of effectively administering and promoting an active EEO program and who must be assigned adequate authority and responsibility to do so.

3. Dissemination of Policy: All members of the contractor's staff who are authorized to hire, supervise, promote, and discharge employees, or who recommend such action or are substantially involved in such action, will be made fully cognizant of and will implement the contractor's EEO policy and contractual responsibilities to provide EEO in each grade and classification of employment. To ensure that the above agreement will be met, the following actions will be taken as a minimum:
a. Periodic meetings of supervisory and personnel office employees will be conducted before the start of work and then not less often than once every six months, at which time the contractor's EEO policy and its implementation will be
reviewed and explained. The meetings will be conducted by the EEO Officer or other knowledgeable company official.

b. All new supervisory or personnel office employees will be given a thorough indoctrination by the EEO Officer, covering all major aspects of the contractor's EEO obligations within thirty days following their reporting for duty with the contractor. c. All personnel who are engaged in direct recruitment for the project will be instructed by the EEO Officer in the contractor's procedures for locating and hiring minorities and women.

d. Notices and posters setting forth the contractor's EEO policy will be placed in areas readily accessible to employees, applicants for employment and potential employees.
e. The contractor's EEO policy and the procedures to
implement such policy will be brought to the attention of employees by means of meetings, employee handbooks, or
other appropriate means.

4. Recruitment: When advertising for employees, the
contractor will include in all advertisements for employees the notation: "An Equal Opportunity Employer." All such
advertisements will be placed in publications having a large circulation among minorities and women in the area from which the project work force would normally be derived. a. The contractor will, unless precluded by a valid
bargaining agreement, conduct systematic and direct
recruitment through public and private employee referral sources likely to yield qualified minorities and women. To meet this requirement, the contractor will identify sources of potential minority group employees and establish with such identified sources procedures whereby minority and women applicants may be referred to the contractor for employment consideration.
b. In the event the contractor has a valid bargaining
agreement providing for exclusive hiring hall referrals, the contractor is expected to observe the provisions of that agreement to the extent that the system meets the contractor's compliance with EEO contract provisions. Where
implementation of such an agreement has the effect of
discriminating against minorities or women, or obligates the contractor to do the same, such implementation violates Federal nondiscrimination provisions.
c. The contractor will encourage its present employees to refer minorities and women as applicants for employment.

Information and procedures with regard to referring such applicants will be discussed with employees.

5. Personnel Actions: Wages, working conditions, and
employee benefits shall be established and administered, and personnel actions of every type, including hiring, upgrading, promotion, transfer, demotion, layoff, and termination, shall be taken without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age or disability.

The following procedures shall be followed:
a. The contractor will conduct periodic inspections of project sites to ensure that working conditions and employee facilities do not indicate discriminatory treatment of project site personnel.
b. The contractor will periodically evaluate the spread of wages paid within each classification to determine any
evidence of discriminatory wage practices.
c. The contractor will periodically review selected personnel actions in depth to determine whether there is evidence of discrimination. Where evidence is found, the contractor will promptly take corrective action. If the review indicates that the discrimination may extend beyond the actions reviewed, such corrective action shall include all affected persons.
d. The contractor will promptly investigate all complaints of alleged discrimination made to the contractor in connection with its obligations under this contract, will attempt to resolve such complaints, and will take appropriate corrective action 628
3 within a reasonable time. If the investigation indicates that the discrimination may affect persons other than the complainant, such corrective action shall include such other persons. Upon completion of each investigation, the contractor will inform every complainant of all of their avenues of appeal.

6. Training and Promotion:
a. The contractor will assist in locating, qualifying, and increasing the skills of minorities and women who are
applicants for employment or current employees. Such efforts should be aimed at developing full journey level status employees in the type of trade or job classification involved. b. Consistent with the contractor's work force requirements and as permissible under Federal and State regulations, the contractor shall make full use of training programs (i.e., apprenticeship and on-the-job training programs for the geographical area of contract performance). In the event a special provision for training is provided under this contract, this subparagraph will be superseded as indicated in the special provision. The contracting agency may reserve
training positions for persons who receive welfare assistance in accordance with 23 U.S.C. 140(a).
c. The contractor will advise employees and applicants for employment of available training programs and entrance
requirements for each.
d. The contractor will periodically review the training and promotion potential of employees who are minorities and women and will encourage eligible employees to apply for such training and promotion.

7. Unions: If the contractor relies in whole or in part upon unions as a source of employees, the contractor will use good faith efforts to obtain the cooperation of such unions to increase opportunities for minorities and women. 23 CFR 230.409. Actions by the contractor, either directly or through a contractor's association acting as agent, will include the procedures set forth below:
a. The contractor will use good faith efforts to develop, in cooperation with the unions, joint training programs aimed toward qualifying more minorities and women for membership in the unions and increasing the skills of minorities and women so that they may qualify for higher paying employment.
b. The contractor will use good faith efforts to incorporate an EEO clause into each union agreement to the end that such union will be contractually bound to refer applicants without regard to their race, color, religion, sex, sexual orientation, gender identity, national origin, age, or disability.
c. The contractor is to obtain information as to the referral practices and policies of the labor union except that to the extent such information is within the exclusive possession of the labor union and such labor union refuses to furnish such information to the contractor, the contractor shall so certify to the contracting agency and shall set forth what efforts have been made to obtain such information.
d. In the event the union is unable to provide the contractor with a reasonable flow of referrals within the time limit set forth in the collective bargaining agreement, the contractor will, through independent recruitment efforts, fill the employment vacancies without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age, or disability; making full efforts to obtain qualified and/or qualifiable minorities and women. The failure of a union to provide sufficient referrals (even though it is obligated to provide exclusive referrals under the terms of a collective bargaining agreement) does not relieve the contractor from the
requirements of this paragraph. In the event the union referral practice prevents the contractor from meeting the obligations pursuant to Executive Order 11246, as amended, and these special provisions, such contractor shall immediately notify the contracting agency.

8. Reasonable Accommodation for Applicants /
Employees with Disabilities: The contractor must be familiar with the requirements for and comply with the Americans with Disabilities Act and all rules and regulations established thereunder. Employers must provide reasonable
accommodation in all employment activities unless to do so would cause an undue hardship.

9. Selection of Subcontractors, Procurement of Materials and Leasing of Equipment: The contractor shall not
discriminate on the grounds of race, color, religion, sex, sexual orientation, gender identity, national origin, age, or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The
contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors, suppliers, and lessors of their EEO obligations under this contract.
b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.

10. Assurances Required:
a. The requirements of 49 CFR Part 26 and the State
DOT’s FHWA-approved Disadvantaged Business Enterprise
(DBE) program are incorporated by reference.
b. The contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems
appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying the contractor from future bidding as nonresponsible. c. The Title VI and nondiscrimination provisions of U.S.

DOT Order 1050.2A at Appendixes A and E are incorporated by reference. 49 CFR Part 21.

11. Records and Reports: The contractor shall keep such records as necessary to document compliance with the EEO requirements. Such records shall be retained for a period of three years following the date of the final payment to the contractor for all contract work and shall be available at reasonable times and places for inspection by authorized representatives of the contracting agency and the FHWA. a. The records kept by the contractor shall document the following:
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4 (1) The number and work hours of minority and nonminority group members and women employed in each work classification on the project;
(2) The progress and efforts being made in cooperation
with unions, when applicable, to increase employment
opportunities for minorities and women; and
(3) The progress and efforts being made in locating, hiring, training, qualifying, and upgrading minorities and women. b. The contractors and subcontractors will submit an annual report to the contracting agency each July for the duration of the project indicating the number of minority, women, and nonminority group employees currently engaged in each work classification required by the contract work. This information is to be reported on Form FHWA-1391. The staffing data should represent the project work force on board in all or any part of the last payroll period preceding the end of July. If on-the-job training is being required by special provision, the contractor will be required to collect and report training data. The employment data should reflect the work force on board during all or any part of the last payroll period preceding the end of July.

III. NONSEGREGATED FACILITIES
This provision is applicable to all Federal-aid construction contracts and to all related construction subcontracts of more than $10,000. 41 CFR 60-1.5.

As prescribed by 41 CFR 60-1.8, the contractor must ensure that facilities provided for employees are provided in such a manner that segregation on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin cannot result. The contractor may neither require such
segregated use by written or oral policies nor tolerate such use by employee custom. The contractor's obligation extends further to ensure that its employees are not assigned to perform their services at any location under the contractor's control where the facilities are segregated. The term "facilities" includes waiting rooms, work areas, restaurants and other eating areas, time clocks, restrooms, washrooms, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas,
transportation, and housing provided for employees. The contractor shall provide separate or single-user restrooms and necessary dressing or sleeping areas to assure privacy
between sexes.

IV. DAVIS-BACON AND RELATED ACT PROVISIONS
This section is applicable to all Federal-aid construction projects exceeding $2,000 and to all related subcontracts and lower-tier subcontracts (regardless of subcontract size), in accordance with 29 CFR 5.5. The requirements apply to all projects located within the right-of-way of a roadway that is functionally classified as Federal-aid highway. 23 U.S.C. 113.

This excludes roadways functionally classified as local roads or rural minor collectors, which are exempt. 23 U.S.C. 101.

Where applicable law requires that projects be treated as a project on a Federal-aid highway, the provisions of this subpart will apply regardless of the location of the project. Examples include: Surface Transportation Block Grant Program projects funded under 23 U.S.C. 133 [excluding recreational trails projects], the Nationally Significant Freight and Highway Projects funded under 23 U.S.C. 117, and National Highway Freight Program projects funded under 23 U.S.C. 167.

The following provisions are from the U.S. Department of Labor regulations in 29 CFR 5.5 “Contract provisions and related matters” with minor revisions to conform to the FHWA1273 format and FHWA program requirements.

1. Minimum wages (29 CFR 5.5)
a. Wage rates and fringe benefits. All laborers and
mechanics employed or working upon the site of the work (or otherwise working in construction or development of the project under a development statute), will be paid
unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account
(except such payroll deductions as are permitted by
regulations issued by the Secretary of Labor under the
Copeland Act (29 CFR part 3)), the full amount of basic hourly wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the
Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. As provided in paragraphs (d) and (e) of 29 CFR 5.5, the appropriate wage determinations are effective by operation of law even if they have not been attached to the contract. Contributions made or costs reasonably anticipated for bona fide fringe benefits under the Davis-Bacon Act (40 U.S.C. 3141(2)(B)) on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph 1.e. of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are
deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics must be paid the appropriate wage rate and fringe benefits on the wage
determination for the classification(s) of work actually performed, without regard to skill, except as provided in paragraph 4. of this section. Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph 1.c. of this section) and the Davis-Bacon poster (WH–1321) must be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. b. Frequently recurring classifications. (1) In addition to wage and fringe benefit rates that have been determined to be prevailing under the procedures set forth in 29 CFR part 1, a wage determination may contain, pursuant to § 1.3(f), wage and fringe benefit rates for classifications of laborers and mechanics for which conformance requests are regularly
submitted pursuant to paragraph 1.c. of this section, provided that:
(i) The work performed by the classification is not
performed by a classification in the wage determination for which a prevailing wage rate has been determined;
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5 (ii) The classification is used in the area by the
construction industry; and
(iii) The wage rate for the classification bears a reasonable relationship to the prevailing wage rates contained in the wage determination.
(2) The Administrator will establish wage rates for such classifications in accordance with paragraph 1.c.(1)(iii) of this section. Work performed in such a classification must be paid at no less than the wage and fringe benefit rate listed on the wage determination for such classification.
c. Conformance. (1) The contracting officer must require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract be classified in conformance with the wage determination. Conformance of an additional
classification and wage rate and fringe benefits is appropriate only when the following criteria have been met:
(i) The work to be performed by the classification
requested is not performed by a classification in the wage determination; and
(ii) The classification is used in the area by the
construction industry; and
(iii) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination.
(2) The conformance process may not be used to split,
subdivide, or otherwise avoid application of classifications listed in the wage determination.
(3) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their
representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken will be sent by the contracting officer by email to [email protected]. The Administrator, or an
authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30–day period that additional time is necessary.
(4) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed
classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer will, by email to [email protected], refer the
questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized
representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30–day period that additional time is necessary.
(5) The contracting officer must promptly notify the
contractor of the action taken by the Wage and Hour Division under paragraphs 1.c.(3) and (4) of this section. The contractor must furnish a written copy of such determination to each affected worker or it must be posted as a part of the wage determination. The wage rate (including fringe benefits where appropriate) determined pursuant to paragraph 1.c.(3) or (4) of this section must be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification.
d. Fringe benefits not expressed as an hourly rate.

Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor may either pay the benefit as stated in the wage determination or may pay another bona fide fringe benefit or an hourly cash equivalent thereof.
e. Unfunded plans. If the contractor does not make
payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, in accordance with the criteria set forth in § 5.28, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the
contractor to set aside in a separate account assets for the meeting of obligations under the plan or program.
f. Interest. In the event of a failure to pay all or part of the wages required by the contract, the contractor will be required to pay interest on any underpayment of wages.

2. Withholding (29 CFR 5.5)
a. Withholding requirements. The contracting agency may, upon its own action, or must, upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor so much of the accrued payments or advances as may be considered
necessary to satisfy the liabilities of the prime contractor or any subcontractor for the full amount of wages and monetary relief, including interest, required by the clauses set forth in this section for violations of this contract, or to satisfy any such liabilities required by any other Federal contract, or federally assisted contract subject to Davis-Bacon labor standards, that is held by the same prime contractor (as defined in § 5.2). The necessary funds may be withheld from the contractor under this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract that is subject to Davis-Bacon labor standards requirements and is held by the same prime contractor, regardless of whether the other contract was awarded or assisted by the same agency, and such funds may be used to satisfy the contractor liability for which the funds were withheld. In the event of a
contractor's failure to pay any laborer or mechanic, including any apprentice or helper working on the site of the work all or part of the wages required by the contract, or upon the contractor's failure to submit the required records as discussed in paragraph 3.d. of this section, the contracting agency may on its own initiative and after written notice to the contractor, take such action as may be necessary to cause the
suspension of any further payment, advance, or guarantee of funds until such violations have ceased.
b. Priority to withheld funds. The Department has priority to funds withheld or to be withheld in accordance with paragraph 631
6 2.a. of this section or Section V, paragraph 3.a., or both, over claims to those funds by:
(1) A contractor's surety(ies), including without limitation performance bond sureties and payment bond sureties;
(2) A contracting agency for its reprocurement costs;
(3) A trustee(s) (either a court-appointed trustee or a U.S. trustee, or both) in bankruptcy of a contractor, or a contractor's bankruptcy estate;
(4) A contractor's assignee(s);
(5) A contractor's successor(s); or
(6) A claim asserted under the Prompt Payment Act, 31
U.S.C. 3901–3907.

3. Records and certified payrolls (29 CFR 5.5)
a. Basic record requirements (1) Length of record retention.

All regular payrolls and other basic records must be
maintained by the contractor and any subcontractor during the course of the work and preserved for all laborers and
mechanics working at the site of the work (or otherwise working in construction or development of the project under a development statute) for a period of at least 3 years after all the work on the prime contract is completed.
(2) Information required. Such records must contain the name; Social Security number; last known address, telephone number, and email address of each such worker; each
worker's correct classification(s) of work actually performed; hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in 40 U.S.C. 3141(2)(B) of the Davis-Bacon Act); daily and weekly number of hours actually worked in total and on each covered contract; deductions made; and actual wages paid.
(3) Additional records relating to fringe benefits. Whenever the Secretary of Labor has found under paragraph 1.e. of this section that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in 40 U.S.C. 3141(2)(B) of the Davis-Bacon Act, the contractor must
maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits.
(4) Additional records relating to apprenticeship. Contractors with apprentices working under approved programs must
maintain written evidence of the registration of apprenticeship programs, the registration of the apprentices, and the ratios and wage rates prescribed in the applicable programs.
b. Certified payroll requirements (1) Frequency and method of submission. The contractor or subcontractor must submit weekly, for each week in which any DBA- or Related Actscovered work is performed, certified payrolls to the contracting agency. The prime contractor is responsible for the submission of all certified payrolls by all subcontractors. A contracting agency or prime contractor may permit or require contractors to submit certified payrolls through an electronic system, as long as the electronic system requires a legally valid electronic signature; the system allows the contractor, the contracting agency, and the Department of Labor to access the certified payrolls upon request for at least 3 years after the work on the prime contract has been completed; and the contracting
agency or prime contractor permits other methods of
submission in situations where the contractor is unable or limited in its ability to use or access the electronic system. (2) Information required. The certified payrolls submitted must set out accurately and completely all of the information required to be maintained under paragraph 3.a.(2) of this section, except that full Social Security numbers and last known addresses, telephone numbers, and email addresses must not be included on weekly transmittals. Instead, the certified payrolls need only include an individually identifying number for each worker ( e.g., the last four digits of the worker's Social Security number). The required weekly
certified payroll information may be submitted using Optional Form WH–347 or in any other format desired. Optional Form WH–347 is available for this purpose from the Wage and Hour Division website at https://www.dol.gov/sites/dolgov/files/WHD/ legacy/files/wh347/.pdf or its successor website. It is not a violation of this section for a prime contractor to require a subcontractor to provide full Social Security numbers and last known addresses, telephone numbers, and email addresses to the prime contractor for its own records, without weekly submission by the subcontractor to the contracting agency. (3) Statement of Compliance. Each certified payroll
submitted must be accompanied by a “Statement of
Compliance,” signed by the contractor or subcontractor, or the contractor's or subcontractor's agent who pays or supervises the payment of the persons working on the contract, and must certify the following:
(i) That the certified payroll for the payroll period contains the information required to be provided under paragraph 3.b. of this section, the appropriate information and basic records are being maintained under paragraph 3.a. of this section, and such information and records are correct and complete; (ii) That each laborer or mechanic (including each helper and apprentice) working on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set
forth in 29 CFR part 3; and
(iii) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification(s) of work actually
performed, as specified in the applicable wage determination incorporated into the contract.
(4) Use of Optional Form WH–347. The weekly submission
of a properly executed certification set forth on the reverse side of Optional Form WH–347 will satisfy the requirement for submission of the “Statement of Compliance” required by paragraph 3.b.(3) of this section.
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7 (5) Signature. The signature by the contractor,
subcontractor, or the contractor's or subcontractor's agent must be an original handwritten signature or a legally valid electronic signature.
(6) Falsification. The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under 18 U.S.C. 1001 and 31 U.S.C. 3729.
(7) Length of certified payroll retention. The contractor or subcontractor must preserve all certified payrolls during the course of the work and for a period of 3 years after all the work on the prime contract is completed.
c. Contracts, subcontracts, and related documents. The
contractor or subcontractor must maintain this contract or subcontract and related documents including, without
limitation, bids, proposals, amendments, modifications, and extensions. The contractor or subcontractor must preserve these contracts, subcontracts, and related documents during the course of the work and for a period of 3 years after all the work on the prime contract is completed.
d. Required disclosures and access (1) Required record
disclosures and access to workers. The contractor or
subcontractor must make the records required under
paragraphs 3.a. through 3.c. of this section, and any other documents that the contracting agency, the State DOT, the FHWA, or the Department of Labor deems necessary to
determine compliance with the labor standards provisions of any of the applicable statutes referenced by § 5.1, available for inspection, copying, or transcription by authorized
representatives of the contracting agency, the State DOT, the FHWA, or the Department of Labor, and must permit such
representatives to interview workers during working hours on the job.
(2) Sanctions for non-compliance with records and worker access requirements. If the contractor or subcontractor fails to submit the required records or to make them available, or refuses to permit worker interviews during working hours on the job, the Federal agency may, after written notice to the contractor, sponsor, applicant, owner, or other entity, as the case may be, that maintains such records or that employs such workers, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available, or to permit worker interviews during working hours on the job, may be grounds for debarment action pursuant to § 5.12. In addition, any contractor or other person that fails to submit the required records or make those records available to WHD within the time WHD requests that the records be produced will be
precluded from introducing as evidence in an administrative proceeding under 29 CFR part 6 any of the required records that were not provided or made available to WHD. WHD will take into consideration a reasonable request from the
contractor or person for an extension of the time for
submission of records. WHD will determine the
reasonableness of the request and may consider, among other things, the location of the records and the volume of
production.
(3) Required information disclosures. Contractors and
subcontractors must maintain the full Social Security number and last known address, telephone number, and email address of each covered worker, and must provide them upon request to the contracting agency, the State DOT, the FHWA, the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or other compliance action.

4. Apprentices and equal employment opportunity (29 CFR

5.5)
a. Apprentices (1) Rate of pay. Apprentices will be permitted to work at less than the predetermined rate for the work they perform when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship (OA), or with a State Apprenticeship Agency recognized by the OA. A person who is not individually registered in the program, but who has been certified by the OA or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice, will be permitted to work at less than the
predetermined rate for the work they perform in the first 90 days of probationary employment as an apprentice in such a program. In the event the OA or a State Apprenticeship
Agency recognized by the OA withdraws approval of an
apprenticeship program, the contractor will no longer be permitted to use apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved.
(2) Fringe benefits. Apprentices must be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringe benefits must be paid in accordance with that
determination.
(3) Apprenticeship ratio. The allowable ratio of apprentices to journeyworkers on the job site in any craft classification must not be greater than the ratio permitted to the contractor as to the entire work force under the registered program or the ratio applicable to the locality of the project pursuant to paragraph

4.a.(4) of this section. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated in paragraph 4.a.(1) of this section, must be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed.

In addition, any apprentice performing work on the job site in excess of the ratio permitted under this section must be paid not less than the applicable wage rate on the wage
determination for the work actually performed.
(4) Reciprocity of ratios and wage rates. Where a contractor is performing construction on a project in a locality other than the locality in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyworker's hourly rate) applicable within the locality in which the construction is being performed must be observed. If there is no applicable ratio or wage rate for the locality of the project, the ratio and wage rate specified in the contractor's registered program must be observed.
b. Equal employment opportunity. The use of apprentices and journeyworkers under this part must be in conformity with 633
8 the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30.
c. Apprentices and Trainees (programs of the U.S. DOT).

Apprentices and trainees working under apprenticeship and skill training programs which have been certified by the Secretary of Transportation as promoting EEO in connection with Federal-aid highway construction programs are not
subject to the requirements of paragraph 4 of this Section IV. 23 CFR 230.111(e)(2). The straight time hourly wage rates for apprentices and trainees under such programs will be
established by the particular programs. The ratio of
apprentices and trainees to journeyworkers shall not be greater than permitted by the terms of the particular program.

5. Compliance with Copeland Act requirements. The
contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract as provided in 29 CFR 5.5.

6. Subcontracts. The contractor or subcontractor must insert FHWA-1273 in any subcontracts, along with the applicable wage determination(s) and such other clauses or contract modifications as the contracting agency may by appropriate instructions require, and a clause requiring the subcontractors to include these clauses and wage determination(s) in any lower tier subcontracts. The prime contractor is responsible for the compliance by any subcontractor or lower tier
subcontractor with all the contract clauses in this section. In the event of any violations of these clauses, the prime contractor and any subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including interest from the date of the underpayment or loss, due to any workers of lower-tier subcontractors, and may be subject to debarment, as appropriate. 29 CFR 5.5.

7. Contract termination: debarment. A breach of the
contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.

8. Compliance with Davis-Bacon and Related Act
requirements. All rulings and interpretations of the DavisBacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract as provided in 29 CFR 5.5.

9. Disputes concerning labor standards. As provided in 29 CFR 5.5, disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their
representatives.

10. Certification of eligibility. a. By entering into this contract, the contractor certifies that neither it nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of 40 U.S.C. 3144(b) or § 5.12(a).
b. No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of 40 U.S.C. 3144(b) or § 5.12(a).
c. The penalty for making false statements is prescribed in the U.S. Code, Title 18 Crimes and Criminal Procedure, 18 U.S.C. 1001.

11. Anti-retaliation. It is unlawful for any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for:
a. Notifying any contractor of any conduct which the worker reasonably believes constitutes a violation of the DBA, Related Acts, this part, or 29 CFR part 1 or 3;
b. Filing any complaint, initiating or causing to be initiated any proceeding, or otherwise asserting or seeking to assert on behalf of themselves or others any right or protection under the DBA, Related Acts, this part, or 29 CFR part 1 or 3;
c. Cooperating in any investigation or other compliance action, or testifying in any proceeding under the DBA, Related Acts, this part, or 29 CFR part 1 or 3; or
d. Informing any other person about their rights under the DBA, Related Acts, this part, or 29 CFR part 1 or 3.

V. CONTRACT WORK HOURS AND SAFETY STANDARDS
ACT
Pursuant to 29 CFR 5.5(b), the following clauses apply to any Federal-aid construction contract in an amount in excess of $100,000 and subject to the overtime provisions of the
Contract Work Hours and Safety Standards Act. These
clauses shall be inserted in addition to the clauses required by 29 CFR 5.5(a) or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchpersons and
guards.

1. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any
workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 29 CFR

5.5. 2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph 1. of this section the contractor and any
subcontractor responsible therefor shall be liable for the unpaid wages and interest from the date of the underpayment.

In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or 634
9 mechanic, including watchpersons and guards, employed in violation of the clause set forth in paragraph 1. of this section, in the sum currently provided in 29 CFR 5.5(b)(2)* for each calendar day on which such individual was required or
permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph 1. of this section.
* $31 as of January 15, 2023 (See 88 FR 88 FR 2210) as may be adjusted annually by the Department of Labor, pursuant to the Federal Civil Penalties Inflation Adjustment Act of 1990.

3. Withholding for unpaid wages and liquidated damages
a. Withholding process. The FHWA or the contracting
agency may, upon its own action, or must, upon written
request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor so much of the accrued payments or advances as may be
considered necessary to satisfy the liabilities of the prime contractor or any subcontractor for any unpaid wages;
monetary relief, including interest; and liquidated damages required by the clauses set forth in this section on this contract, 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 that is held by the same prime contractor (as defined in § 5.2). The necessary funds may be withheld from the contractor under this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract that is subject to the Contract Work Hours and Safety Standards Act and is held by the same prime contractor, regardless of whether the other contract was awarded or assisted by the same agency, and such funds may be used to satisfy the
contractor liability for which the funds were withheld. b. Priority to withheld funds. The Department has priority to funds withheld or to be withheld in accordance with Section IV paragraph 2.a. or paragraph 3.a. of this section, or both, over claims to those funds by:
(1) A contractor's surety(ies), including without limitation performance bond sureties and payment bond sureties;
(2) A contracting agency for its reprocurement costs;
(3) A trustee(s) (either a court-appointed trustee or a U.S. trustee, or both) in bankruptcy of a contractor, or a contractor's bankruptcy estate;
(4) A contractor's assignee(s);
(5) A contractor's successor(s); or
(6) A claim asserted under the Prompt Payment Act, 31
U.S.C. 3901–3907.

4. Subcontracts. The contractor or subcontractor must insert in any subcontracts the clauses set forth in paragraphs 1. through 5. of this section and a clause requiring the
subcontractors to include these clauses in any lower tier subcontracts. The prime contractor is responsible for
compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs 1. through 5. In the event of any violations of these clauses, the prime contractor and any subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including interest from the date of the underpayment or loss, due to any workers of lowertier subcontractors, and associated liquidated damages and may be subject to debarment, as appropriate.

5. Anti-retaliation. It is unlawful for any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for:
a. Notifying any contractor of any conduct which the worker reasonably believes constitutes a violation of the Contract Work Hours and Safety Standards Act (CWHSSA) or its
implementing regulations in this part;
b. Filing any complaint, initiating or causing to be initiated any proceeding, or otherwise asserting or seeking to assert on behalf of themselves or others any right or protection under CWHSSA or this part;
c. Cooperating in any investigation or other compliance action, or testifying in any proceeding under CWHSSA or this part; or
d. Informing any other person about their rights under
CWHSSA or this part.

VI. SUBLETTING OR ASSIGNING THE CONTRACT
This provision is applicable to all Federal-aid construction contracts on the National Highway System pursuant to 23 CFR 635.116.

1. The contractor shall perform with its own organization contract work amounting to not less than 30 percent (or a greater percentage if specified elsewhere in the contract) of the total original contract price, excluding any specialty items designated by the contracting agency. Specialty items may be performed by subcontract and the amount of any such
specialty items performed may be deducted from the total original contract price before computing the amount of work required to be performed by the contractor's own organization (23 CFR 635.116).
a. The term “perform work with its own organization” in paragraph 1 of Section VI refers to workers employed or leased by the prime contractor, and equipment owned or
rented by the prime contractor, with or without operators.

Such term does not include employees or equipment of a
subcontractor or lower tier subcontractor, agents of the prime contractor, or any other assignees. The term may include payments for the costs of hiring leased employees from an employee leasing firm meeting all relevant Federal and State regulatory requirements. Leased employees may only be
included in this term if the prime contractor meets all of the following conditions: (based on longstanding interpretation) (1) the prime contractor maintains control over the
supervision of the day-to-day activities of the leased
employees;
(2) the prime contractor remains responsible for the quality of the work of the leased employees;
635
10 (3) the prime contractor retains all power to accept or exclude individual employees from work on the project; and (4) the prime contractor remains ultimately responsible for the payment of predetermined minimum wages, the
submission of payrolls, statements of compliance and all other Federal regulatory requirements.
b. "Specialty Items" shall be construed to be limited to work that requires highly specialized knowledge, abilities, or equipment not ordinarily available in the type of contracting organizations qualified and expected to bid or propose on the contract as a whole and in general are to be limited to minor components of the overall contract. 23 CFR 635.102.

2. Pursuant to 23 CFR 635.116(a), the contract amount upon which the requirements set forth in paragraph (1) of Section VI is computed includes the cost of material and manufactured products which are to be purchased or produced by the
contractor under the contract provisions.

3. Pursuant to 23 CFR 635.116(c), the contractor shall furnish (a) a competent superintendent or supervisor who is employed by the firm, has full authority to direct performance of the work in accordance with the contract requirements, and is in charge of all construction operations (regardless of who performs the work) and (b) such other of its own organizational resources (supervision, management, and engineering services) as the contracting officer determines is necessary to assure the performance of the contract.

4. No portion of the contract shall be sublet, assigned or otherwise disposed of except with the written consent of the contracting officer, or authorized representative, and such consent when given shall not be construed to relieve the contractor of any responsibility for the fulfillment of the contract. Written consent will be given only after the
contracting agency has assured that each subcontract is evidenced in writing and that it contains all pertinent provisions and requirements of the prime contract. (based on longstanding interpretation of 23 CFR 635.116).

5. The 30-percent self-performance requirement of paragraph (1) is not applicable to design-build contracts; however, contracting agencies may establish their own self-performance requirements. 23 CFR 635.116(d).

VII. SAFETY: ACCIDENT PREVENTION
This provision is applicable to all Federal-aid construction contracts and to all related subcontracts.

1. In the performance of this contract the contractor shall comply with all applicable Federal, State, and local laws governing safety, health, and sanitation (23 CFR Part 635).

The contractor shall provide all safeguards, safety devices and protective equipment and take any other needed actions as it determines, or as the contracting officer may determine, to be reasonably necessary to protect the life and health of
employees on the job and the safety of the public and to protect property in connection with the performance of the work covered by the contract. 23 CFR 635.108.

2. It is a condition of this contract, and shall be made a condition of each subcontract, which the contractor enters into pursuant to this contract, that the contractor and any
subcontractor shall not permit any employee, in performance of the contract, to work in surroundings or under conditions which are unsanitary, hazardous or dangerous to his/her health or safety, as determined under construction safety and health standards (29 CFR Part 1926) promulgated by the
Secretary of Labor, in accordance with Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3704). 29 CFR 1926.10.

3. Pursuant to 29 CFR 1926.3, it is a condition of this contract that the Secretary of Labor or authorized representative thereof, shall have right of entry to any site of contract performance to inspect or investigate the matter of compliance with the construction safety and health standards and to carry out the duties of the Secretary under Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3704).

VIII. FALSE STATEMENTS CONCERNING HIGHWAY

PROJECTS
This provision is applicable to all Federal-aid construction contracts and to all related subcontracts.

In order to assure high quality and durable construction in conformity with approved plans and specifications and a high degree of reliability on statements and representations made by engineers, contractors, suppliers, and workers on Federalaid highway projects, it is essential that all persons concerned with the project perform their functions as carefully, thoroughly, and honestly as possible. Willful falsification, distortion, or misrepresentation with respect to any facts related to the project is a violation of Federal law. To prevent any
misunderstanding regarding the seriousness of these and similar acts, Form FHWA-1022 shall be posted on each
Federal-aid highway project (23 CFR Part 635) in one or more places where it is readily available to all persons concerned with the project:
18 U.S.C. 1020 reads as follows:
"Whoever, being an officer, agent, or employee of the United States, or of any State or Territory, or whoever, whether a person, association, firm, or corporation, knowingly makes any false statement, false representation, or false report as to the character, quality, quantity, or cost of the material used or to be used, or the quantity or quality of the work performed or to be performed, or the cost thereof in connection with the submission of plans, maps, specifications, contracts, or costs of construction on any highway or related project submitted for approval to the Secretary of Transportation; or
Whoever knowingly makes any false statement, false
representation, false report or false claim with respect to the character, quality, quantity, or cost of any work performed or to be performed, or materials furnished or to be furnished, in connection with the construction of any highway or related project approved by the Secretary of Transportation; or Whoever knowingly makes any false statement or false
representation as to material fact in any statement, certificate, or report submitted pursuant to provisions of the Federal-aid Roads Act approved July 11, 1916, (39 Stat. 355), as
amended and supplemented;
Shall be fined under this title or imprisoned not more than 5 years or both."
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11 IX. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL
WATER POLLUTION CONTROL ACT (42 U.S.C. 7606; 2
CFR 200.88; EO 11738)
This provision is applicable to all Federal-aid construction contracts in excess of $150,000 and to all related
subcontracts. 48 CFR 2.101; 2 CFR 200.327.

By submission of this bid/proposal or the execution of this contract or subcontract, as appropriate, the bidder, proposer, Federal-aid construction contractor, subcontractor, supplier, or vendor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act, as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal Highway Administration and the Regional Office of the Environmental Protection Agency. 2 CFR Part 200, Appendix II.

The contractor agrees to include or cause to be included the requirements of this Section in every subcontract, and further agrees to take such action as the contracting agency may direct as a means of enforcing such requirements. 2 CFR 200.327.

X. CERTIFICATION REGARDING DEBARMENT,

SUSPENSION, INELIGIBILITY AND VOLUNTARY

EXCLUSION
This provision is applicable to all Federal-aid construction contracts, design-build contracts, subcontracts, lower-tier subcontracts, purchase orders, lease agreements, consultant contracts or any other covered transaction requiring FHWA approval or that is estimated to cost $25,000 or more – as defined in 2 CFR Parts 180 and 1200. 2 CFR 180.220 and
1200.220.

1. Instructions for Certification – First Tier Participants:

a. By signing and submitting this proposal, the prospective first tier participant is providing the certification set out below. b. The inability of a person to provide the certification set out below will not necessarily result in denial of participation in this covered transaction. The prospective first tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective first tier participant to furnish a certification or an explanation shall disqualify such a person from participation in this transaction. 2 CFR 180.320.
c. The certification in this clause is a material representation of fact upon which reliance was placed when the contracting agency determined to enter into this transaction. If it is later determined that the prospective participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the contracting agency may terminate this transaction for cause of default. 2 CFR 180.325.
d. The prospective first tier participant shall provide immediate written notice to the contracting agency to whom this proposal is submitted if any time the prospective first tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed
circumstances. 2 CFR 180.345 and 180.350.
e. The terms "covered transaction," "debarred,"
"suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180, Subpart I, 180.900-180.1020, and 1200. “First Tier Covered Transactions” refers to any covered transaction between a recipient or subrecipient of Federal funds and a participant (such as the prime or general contract). “Lower Tier Covered Transactions” refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). “First Tier Participant” refers to the participant who has entered into a covered transaction with a recipient or subrecipient of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as
subcontractors and suppliers).
f. The prospective first tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred,
suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. 2 CFR 180.330.
g. The prospective first tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions," provided by the department or contracting agency, entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. 2 CFR 180.220 and 180.300.
h. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. 2 CFR 180.300; 180.320, and 180.325. A participant is responsible for
ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. 2 CFR 180.335. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the System for Award Management website (https://www.sam.gov/). 2 CFR
180.300, 180.320, and 180.325.
i. Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the certification required by this clause.

The knowledge and information of the prospective participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. j. Except for transactions authorized under paragraph (f) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default. 2 CFR 180.325.
* * * * *
637
12 2. Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion – First Tier
Participants:
a. The prospective first tier participant certifies to the best of its knowledge and belief, that it and its principals:
(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal
department or agency, 2 CFR 180.335;.
(2) Have not within a three-year period preceding this
proposal 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 (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property, 2 CFR 180.800; (3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (a)(2) of this certification, 2 CFR 180.700 and 180.800; and
(4) Have not within a three-year period preceding this
application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. 2 CFR 180.335(d).
(5) Are not a corporation that has been convicted of a felony violation under any Federal law within the two-year period preceding this proposal (USDOT Order 4200.6 implementing appropriations act requirements); and
(6) Are not a corporation with any 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 (USDOT Order 4200.6 implementing appropriations act requirements).
b. Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant should attach an explanation to this proposal. 2 CFR 180.335 and 180.340.
* * * * *

3. Instructions for Certification - Lower Tier Participants:
(Applicable to all subcontracts, purchase orders, and other lower tier transactions requiring prior FHWA approval or estimated to cost $25,000 or more - 2 CFR Parts 180 and 1200). 2 CFR 180.220 and 1200.220.
a. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below. b. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous
certification, in addition to other remedies available to the Federal Government, the department, or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.
c. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances. 2 CFR 180.365.
d. The terms "covered transaction," "debarred,"
"suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180, Subpart I, 180.900 – 180.1020, and 1200.

You may contact the person to which this proposal is
submitted for assistance in obtaining a copy of those
regulations. “First Tier Covered Transactions” refers to any covered transaction between a recipient or subrecipient of Federal funds and a participant (such as the prime or general contract). “Lower Tier Covered Transactions” refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). “First Tier Participant” refers to the participant who has entered into a covered transaction with a recipient or subrecipient of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers).
e. The prospective lower tier participant agrees by
submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this
transaction originated. 2 CFR 1200.220 and 1200.332.
f. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. 2 CFR 180.220 and 1200.220.
g. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the System for Award Management website (https://www.sam.gov/), which is compiled by the General Services Administration. 2 CFR
180.300, 180.320, 180.330, and 180.335.
h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
i. Except for transactions authorized under paragraph e of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily 638
13 excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 2 CFR 180.325.
* * * * *

4. Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion--Lower Tier
Participants:
a. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals:
(1) is presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal
department or agency, 2 CFR 180.355;
(2) is a corporation that has been convicted of a felony violation under any Federal law within the two-year period preceding this proposal (USDOT Order 4200.6 implementing appropriations act requirements); and
(3) is a corporation with any 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. (USDOT Order 4200.6 implementing appropriations act
requirements)
b. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant should attach an explanation to this proposal.
* * * * *
XI. CERTIFICATION REGARDING USE OF CONTRACT

FUNDS FOR LOBBYING
This provision is applicable to all Federal-aid construction contracts and to all related subcontracts which exceed
$100,000. 49 CFR Part 20, App. A.

1. The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that:
a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal 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.
b. 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 Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.

2. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. 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.

3. The prospective participant also agrees by submitting its bid or proposal that the participant shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such
recipients shall certify and disclose accordingly.

XII. USE OF UNITED STATES-FLAG VESSELS:

This provision is applicable to all Federal-aid construction contracts, design-build contracts, subcontracts, lower-tier subcontracts, purchase orders, lease agreements, or any other covered transaction. 46 CFR Part 381.

This requirement applies to material or equipment that is acquired for a specific Federal-aid highway project. 46 CFR 381.7. It is not applicable to goods or materials that come into inventories independent of an FHWA funded-contract.

When oceanic shipments (or shipments across the Great
Lakes) are necessary for materials or equipment acquired for a specific Federal-aid construction project, the bidder, proposer, contractor, subcontractor, or vendor agrees:

1. To utilize privately owned United States-flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to this contract, to the extent such vessels are available at fair and reasonable rates for United States-flag commercial vessels. 46 CFR 381.7.

2. To furnish within 20 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 paragraph (b)(1) of this section to both the Contracting Officer (through the prime contractor in the case of subcontractor bills-of-lading) and to the Office of Cargo and Commercial Sealift (MAR-620), Maritime
Administration, Washington, DC 20590. (MARAD requires
copies of the ocean carrier's (master) bills of lading, certified onboard, dated, with rates and charges. These bills of lading may contain business sensitive information and therefore may be submitted directly to MARAD by the Ocean Transportation Intermediary on behalf of the contractor). 46 CFR 381.7. 639
14 ATTACHMENT A - EMPLOYMENT AND MATERIALS

PREFERENCE FOR APPALACHIAN DEVELOPMENT

HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS
ROAD CONTRACTS (23 CFR 633, Subpart B, Appendix B)
This provision is applicable to all Federal-aid projects funded under the Appalachian Regional Development Act of 1965.

1. During the performance of this contract, the contractor undertaking to do work which is, or reasonably may be, done as on-site work, shall give preference to qualified persons who regularly reside in the labor area as designated by the DOL wherein the contract work is situated, or the subregion, or the Appalachian counties of the State wherein the contract work is situated, except:
a. To the extent that qualified persons regularly residing in the area are not available.
b. For the reasonable needs of the contractor to employ supervisory or specially experienced personnel necessary to assure an efficient execution of the contract work.
c. For the obligation of the contractor to offer employment to present or former employees as the result of a lawful collective bargaining contract, provided that the number of nonresident persons employed under this subparagraph (1c) shall not exceed 20 percent of the total number of employees employed by the contractor on the contract work, except as provided in subparagraph (4) below.

2. The contractor shall place a job order with the State Employment Service indicating (a) the classifications of the laborers, mechanics and other employees required to perform the contract work, (b) the number of employees required in each classification, (c) the date on which the participant estimates such employees will be required, and (d) any other pertinent information required by the State Employment
Service to complete the job order form. The job order may be placed with the State Employment Service in writing or by telephone. If during the course of the contract work, the information submitted by the contractor in the original job order is substantially modified, the participant shall promptly notify the State Employment Service.

3. The contractor shall give full consideration to all qualified job applicants referred to him by the State Employment
Service. The contractor is not required to grant employment to any job applicants who, in his opinion, are not qualified to perform the classification of work required.

4. If, within one week following the placing of a job order by the contractor with the State Employment Service, the State Employment Service is unable to refer any qualified job applicants to the contractor, or less than the number
requested, the State Employment Service will forward a
certificate to the contractor indicating the unavailability of applicants. Such certificate shall be made a part of the contractor's permanent project records. Upon receipt of this certificate, the contractor may employ persons who do not normally reside in the labor area to fill positions covered by the certificate, notwithstanding the provisions of subparagraph (1c) above.

5. The provisions of 23 CFR 633.207(e) allow the
contracting agency to provide a contractual preference for the use of mineral resource materials native to the Appalachian region.

6. The contractor shall include the provisions of Sections 1 through 4 of this Attachment A in every subcontract for work which is, or reasonably may be, done as on-site work.
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FEDERAL WAGE RATES
The payment of federal prevailing wage rates on federal-aid contracts is derived from the DavisBacon Act of 1931 and is prescribed by 23 USC 113. Contractors and subcontractors must pay laborers and mechanics employed directly upon the site of the work at least the locally prevailing wages (including fringe benefits) for the work performed.

The Davis-Bacon "prevailing wage" is the combination of the basic hourly rate and any fringe benefits listed in a Davis-Bacon wage determination. The contractor’s obligation to pay at least the prevailing wage listed in the contract wage determination can be met by paying each laborer and mechanic the applicable prevailing wage entirely as cash wages or by a combination of cash wages and employer-provided bona fide fringe benefits. Prevailing wages, including fringe benefits, must be paid on all hours worked on the site of the work.

Apprentices or trainees may be employed at less than the rates listed in the contract wage determination only when they are in an apprenticeship program registered with the Department of Labor or with a state apprenticeship agency recognized by the Department.

Contractors and subcontractors are required to pay covered workers weekly and submit weekly certified payroll records to the contracting agency. They are also required to post the applicable Davis-Bacon wage determination with the Davis-Bacon poster (WH-1321) on the job site in a prominent and accessible place where they can be easily seen by the workers.

The federal prevailing wage rates are available directly from the System for Award Management (SAM) Home Page at https://sam.gov/content/wage-determinations Federal “prevailing wage” rates are not physically incorporated in the bid documents. The City of West Sacramento shall comply with the federal “10-day rule”, where the City of West Sacramento will issue to bidders as an addendum the current federal wage rates within ten days prior to bid opening.
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Attachment 2
CITYA?.:>-..

OF -
WEST

SACRAMENTO
Prepared on
1/30/2026 by
manuelr
Parks & Recreation
Department
City of West 672 Sacramento

CITY COUNCIL AGENDA REPORT
MEETING DATE: June 17, 2026 ITEM # 10
SUBJECT:

CONSIDERATION OF RESOLUTION 26-61 AND APPROVAL AWARD OF A

CONSTRUCTION CONTRACT TO LUND CONSTRUCTION COMPANY AND OF AMENDMENT NO.2 TO THE CONTRACT WITH DME FOR CONSTRUCTION

MANAGEMENT SERVICES FOR THE WASHINGTON DISTRICT INFRASTRUCTURE UPGRADE PROJECT (CIP 35000)
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [ X ] Staff
[ ] Other
Amber Wallace, Senior Civil Engineer
Emily Chavez, Student Intern
Capital Projects Department
ATTACHMENT [ X ] Yes [ ] No [ ] Information [ ] Direction [ X ] Action

OBJECTIVE
The objective of this report is to provide the City Council with sufficient information to approve Resolution 26-61; approve the project plans and specifications and to award a construction contract to Lund Construction Company (Lund Construction Co.) for the Washington District Infrastructure Upgrade Project (CIP 35000). This report also requests approval of Amendment No. 2 to the Dugan Management & Engineering, Inc. (DME) for project management services.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council:
1) Approve Resolution 26-61 amending the Capital Improvement Program for the Washington District Infrastructure Upgrade Project;
2) Find that a Class 1 exemption under California Code of Regulations Title 14, Division 6, Chapter 3, Article 19, Section 15302(c) is the appropriate level of environmental review for under CEQA for approval of the construction contract to Lund Construction Company (Lund Construction Co.) for the Washington District Infrastructure Upgrade Project;
3) Approve the project plans and specifications for the Washington District Infrastructure Upgrade Project; 4) Award a construction contract to Lund Construction Co.; 5) Delegate Authority to the City Manager, or his designee, to execute a construction contract with Lund Construction Co. for an amount not to exceed $2,382,701.25; 6) Authorize the City Manager, or his designee, to execute non-substantive changes or modifications, amendments, change orders, agreements, and purchases up to 15% of the construction contract ($357,405.19) with approval from the City Attorney and the Finance Department; 7) Approve Amendment No. 2 to the DME project management services contract; 8) Delegate authority to the City Manager, or his designee, to amend the DME project management services contract in an amount not to exceed $245,411.00;
9) Authorize the City Manager, or his designee, to make contract amendments up to 10% ($24,541.10) of the total contract value; and
10) Authorize the City Manager, or his designee, to execute amendments to extend the term of these contracts, if necessary.

BACKGROUND
The Washington District, West Sacramento’s oldest neighborhood, was established in 1850 and remains a vital mixed-use community rich in historical and cultural significance. Building on prior planning efforts, including the Washington Realize strategy (2015) and the Washington District Sustainable Community Infrastructure Project (2019), the City continues its commitment to revitalization through the Washington District Infrastructure Upgrade Project. This project completes the remaining infrastructure improvements, modernizing storm drain, sewer, water, and communications systems, to support sustainable redevelopment and housing affordability.

In 2023, the Sacramento Area Council of Governments (SACOG) awarded the City $4 million through its Green Means Go (GMG) program, leveraging State REAP 2.0 funding. Subsequently, the State required all GMGfunded projects to reduce their budgets by 6.2% in June 2024 due to a statewide budget shortfall. In recognition of this budget reduction requirement, SACOG extended the GMG grant expiration date from June 30, 2026, to December 31, 2026.
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Washington District Lund Construction Award (CIP 35000) June 17, 2026