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Resolution - 2019-R0288 - Michelin North America - 08/27/2019
Resolution No. 2019-RO288 Item No. 6.13 August 27, 2019 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Service Contract No. 14822 for Tire Leasing for Citibus as per RFP 19-14822-SG, by and between the City of Lubbock and Michelin North America, Inc., of Greenville, South Carolina, and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on Au u st 27, 2019 DANIEL, M. POPE, MAYOR ATTEST: )\K— Reb cca Garza, City Secret y APPROVED AS TO CONTENT: 12- "rtdn, Deputy anager APPROVED AS TO FORM: Ry Br e, Assistant City Attorney ccdocs/RES.Contract 14822—Tire Leasing for Citibus August 9,2019 Resolution No. 2019-RO288 City of Lubbock,TX Contract 14822 Tire Leasing for Citibus Agreement This Service Agreement (this "Agreement") is entered into as of the27thday of August 2019 ("Effective Date") by and between Michelin North America, Inc., (the Contractor), and the City of Lubbock(the"City"). RECITALS WHEREAS, the City has issued a Request for Proposals 19-14822-SG, Tire Leasing for Citibus. WHEREAS, the proposal submitted by the Contractor has been selected as the proposal which best meets the needs of the City for this service; and WHEREAS, Contractor desires to perform as an independent contractor to provide Tire Leasing for Citibus, upon terms and conditions maintained in this Agreement; and NOW THEREFORE,for and in consideration of the mutual promises contained herein, the City and Contractor agree as follows: City and Contractor acknowledge the Agreement consists of the following exhibits which are attached hereto and incorporated herein by reference, listed in their order of priority in the event of inconsistent or contradictory provisions: 1. This Agreement 2. Exhibit A—General Requirements 3. Exhibit B—Best and Final Offer 4. Exhibit C—Insurance Scope of Work Contractor shall provide the services that are specified in Exhibit A. The Contractor shall comply with all the applicable requirements set forth in Exhibit B, and C attached hereto. Article I 1.1 The contract shall be for a term of one year,with the option of four, one-year extensions, said date of term beginning upon formal approval. All stated annual quantities are approximations of usage during the time period to be covered by pricing established by this bid. Actual usage may be more or less. Order quantities will be determined by actual need.The City of Lubbock does not guarantee any specific amount of compensation, volume, minimum, or maximum amount of services under this bid and resulting contract. The Contractor must maintain the insurance coverage required during the term of this contract including any extensions. It is the responsibility of the Contractor to ensure that valid insurance is on file with the Purchasing and Contract Management Department as required by contract or contract may be terminated for non-compliance. The rates may be adjusted upward or downward at this time at a percentage not to exceed the effective change in the ConSU ner Price Index (CPI) or Product Price Index (PPI), whichever is most appropriate for the specific contract for the previous 12-months. At the City's discretion, the effective change rate shall be based on either the local or national index average rate for all iterns. If agreement cannot be reached, the contract is terminated at the end of the current contract period. The scope of work shall remain the same but may include any additional structures and equipment that may have been added by the City of Lubbock. 1.2 The Contractor shall not assign any interest in this Agreement and shall not transfer any interest in the Agreement, whatsoever, without prior consent of the City. 1.3 All funds for payment by the City under this Agreement are subject to the availability of an annual appropriation for this purpose by the City. In the event of non-appropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the Agreement, the City will terminate the Agreement, without termination charge or other liability, on the last day of the then-current fiscal year or when the appropriation made for the then-current year for the goods or services covered by this Agreement is spent,whichever event occurs first. if at any time funds are not appropriated for the continuance of this Agreement, cancellation shall be accepted by the contractor on 30 days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the date of termination. 1.4 This contract shall remain in effect until the first of the following occurs: (1) the expiration date,(2)performance of services ordered,or(3)termination of by either party with a 30 day written notice. The City of Lubbock reserves the right to award the canceled contract to the next lowest and best bidder as it deems to be in the best interest of the city. Article 2 Miscellaneous. 2.1 This Agreement is made in the State of Texas and shall for all purposes be construed in accordance with the laws of said State, without reference to choice of law provisions. 2.2 This Agreement is performable in, and venue of any action related or pertaining to this Agreement shall lie in, Lubbock,Texas. 2.3 This Agreement and its Exhibits contains the entire agreement between the City and Contractor and supersedes any and all previous agreements, written or oral, between the parties relating to the subject matter hereof. No amendment or modification of the terms of this Agreement shall be binding upon the parties unless reduced to writing and signed by both parties. 2.4 This Agreement may be executed in counterparts,each of which shall be deemed an original. 2.5 In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement shall not be affected thereby. 2.6 The waiver of a breach of any provision of this Agreement by any parties or the failure of any parties otherwise to insist upon strict performance of any provision hereof shall not constitute a waiver of any subsequent breach or of any subsequent failure to perform. 2.7 This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives and successors and may be assigned by Contractor or the City to any successor only on the written approval of the other party. 2.8 All claims, disputes, and other matters in question between the Parties arising out of or relating to this Agreement or the breach thereof, shall be formally discussed and negotiated between the Parties for resolution. In the event that the Parties are unable to resolve the claims, disputes, or other matters in question within 30 days of written notification from the aggrieved Party to the other Party, the aggrieved Party shall be free to pursue all remedies available at law or in equity. 2.9 This agreement includes incorporation of Federal Transit Administration (FTA)Terms. The preceding provisions include, in part,certain Standard Terms and Conditions required by the Department of Transportation (DOT), whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT,as set forth in FTA Circular 4220.1 F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding,all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any requests which would cause Citibus to be in violation of the FTA terms and conditions. 2.10 At any time during the term of the contract,or thereafter,the City,or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the City the full amount of such overpayments within 30 days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. 2.11 The City reserves the right to exercise any right or remedy to it by law, contract, equity, or otherwise, including without limitation,the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy.The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in,or related to,this do. 2.12 The contractor shall not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management. Should consent be given, the Contractor shall insure the Subcontractor or shall provide proof of insurance from the Subcontractor that complies with all contract Insurance requirements document,this provision shall control. 2.13 Contractor acknowledges by supplying any Goods or Services that the Contractor has read, fully understands,and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the parties. In the event of conflict between these terms and conditions and any terms and conditions provided by the Contractor, the terms and conditions provided herein shall prevail.The terms and conditions provided herein are the final terms agreed upon by the parties,and any prior conflicting terms shall be of no force or effect. 2.14 Section 2270.002,Government Code, (a)This section applies only to a contract that: (1) is between a governmental entity and a company with 10 or more full-time employees; and (2) has a value of $100,000 or more that is to be paid wholly or partly from public funds of the governmental entity. (b)A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) Does not boycott Israel; and (2) will not boycott Israel during the term of the contract, 2.15 SB 252 prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed the day and year first above written. Executed in triplicate. CITY OF LUBBOCK CONTRACTOR BY: Daniel M. Pope, Mayor Authorized Representat ATTEST: William R. Schafer Print Name 'Q �� C Rebec a Garza, City Secretary one Parkway South Address APPROVED AS TO CONTENT: Greenville, SC 29615 City, State, Zip Code Bill I-Iowe,to epZ-0y, anager APPROVED AST Rya, ro ce, Ass' tant City Attorney City of Lubbocic Exhibit A RFP 19-14822-SG TIRE LEASING FOR CITIBUS REVISED II. GENERAL REQUIREMENTS 1. INTENT 1.1 The City of Lubbock/Citibus (hereinafter called "City") is seeking proposals from a contractor to provide Tire Leasing for Citibus sixty seven (65)transit buses located in Lubbock, Texas. 2. SCOPE OF WORK 1. GENERAL The performance of said contracted services is for the express purpose of leasing transit bus tires for Citibus. The contractor shall furnish delivery, all labor, materials, supplies, equipment, transportation, and supervision, necessary to satisfactorily perform the Tire Leasing Program for CitibL1S specified herein, and in the mannerand at the frequencies set forth in one of the following specifications. �[. PERFORMANCE SPECIFICATIONS SHALL BE BID IN THREE DIFFERENT VARIATIONS No ] No tire position requirement, no tread depth reporting requirement, no damage penalty gross monthly mileage charge only. No.2 No tire position requirement, no tread depth reporting requirement, damage charged on a case by case review basis along with a gross monthly mileage charge. No.3 Tire position requirement by mile, tread depth reporting requirement, damage charged on a case by case review basis with a gross monthly mileage charge. III. TERMS AND CONDITIONS 1. CONTRACT TERM - The contract shall be for the term of one year with four one year options to renew. The date of term shall begin upon City Council date of formal approval. 2. TERMINATION OF CONTRACT - This contract shall remain in effect until the expiration date, performance of services ordered, or termination by either party with a thirty (30) day written notice. Such written notice must state the reason for cancellation. V. INDEPENDENT CONTRACTOR STATUS Contractor and Owner agree that Contractor shall perform the duties under this Contract as an independent contractor. The Contractor has the sole discretion to determine the manner in which the services are to be performed. VI. INDEMNITY The Owner shall not be liable or responsible for, and shall be saved and held harmless by Contractor from and against any and all suits, actions, losses,damages, claims, or liability of any character, type, or description, including all expenses of litigation, court costs, and attorney's fees for injury or death to any person, or injury to any property, received or S:U'urchmel$id Docs\ 23 Exhibit B REVISED City of Lubbock,TX 19-14822-SG TIRE LEASING FOR CITIBUS Best.incl final Offer Performance Specification No. 1 LEASED TIRES-No tire position requirement,no tread depth reporting requirement,no damage penalty gross monthly mileage charge only.The neet will operate approximately 140,000 miles per month based up on the academic year of Texas Tech Universil Estimated Per mile 'Extended Item Tire Size/Tire Brand Qty Cost Cost {+/-) Delivery Das(ARQ 1 11:00RX22.5—>(305/70R22.5) $0.00578 $ 27,059.76 Brand Name- 30 14 2 275/701222.5 Brand Name- 6 $0.00626 $S,861.42 1.4 3 305/851122.5 Brand Name- 27 $0.00624 $26,293.83 1.4 S Total S9, 215 . 01 Company:_Ma5.he7 .,, N� [ericaI.ILLnc Prepared by: Dan o,Brien Title: Business Support Manager Date: 8 August 2019 REVISED City of Lubbock,TX 19-14822-SG TIRE LEASING FOR CITIBUS Best and Final Offer Performance Specification No.2 LEASED TIRES- No tire position requirement, no tread depth reporting requirement, damage charged on a case by case review basis along with a gross monthly mileage charge. The fleet will operate approximately 140,000 miles per month based up on the academic year of Texas Tech Universit Estimated Per mile *Extended Item Tire Size/fire Brand Qty Cost Cost "Delivery Days(ARO) 1 11:0012X22.5–>(305noR22.5) $0.00668 $ 31,279.25 Brand Name- 2 275/70822.5 --------�— ran ame- G $6, j 14 3 305/85822.5 Brand Name 77 QQ$3vr.. e . Total Company: Michelin North America, Inc Prepared by: Dan O'Brien -- Title: Business Support Manager Date: 8 August- 2.03.9 REVISED City of Lubbock,TX 19-14822-SG TIRE LEASING FOR CITIBUS Best and Final Offer Performance Specification No.3 LEASED TIRES-Tire position requirement by mile,tread depth reporting requirement,damage charged on a case by case review basis with a gross monthly mileage charge.The fleet will operate approximatel j 140,000 miles per month based up on the academic year of Texas Tech Universit Estimated Per mile *Extended Item Tire Size/Tire Brand Qty Cost Cost **Delivery (}/-) Das(ARO) 1 I1:00RX22.5->(305/70R22.5) $ 0.00616 $28,848.46 2 275/70R22.5 1 3 305/85R22.5 Brand Wame 27 $8 .eO669 $28, 927.49 Total —6:3—'m . e8 Company: Michelin North America, Inc Prepared by: Dan O'Brien Title:_ Business Support Manager Date: 8 August 2019 Offeror understands that the Owner reserves the right to reject any or all proposals and to waive any formality in the proposing. The Offeror agrees that this proposal shall be good for a period of 90 calendar days after the scheduled closing time for receiving proposals. Pursuant to Texas Local Government Code 252.043(g),a Q Date: competitive sealed proposal that has been opened may not be changed for the purpose of correcting an error in the proposal price. THEREFORE,ANY CORRECTIONS TO THE PROPOSAL Authorized Signature PRICE MUST BE MADE ON THE PROPOSAL SUBMITTAL FORM PRIOR TO PROPOSAL OPENING. (Printed or Typed Name) William R. Schafer (Seal if Offeror is a Corporation) ATTEST: �59,'Sfan f Secretary Offeror acknowledges receipt of the following addenda: Addenda No. 1 Date 7/19/2019 Addenda No. 2 Date 7/23/2019 Addenda No. Date Addenda No. Date MIWBE Woman Black American Native American Firm: Hispanic Asian Pacific Other(Specify) American A American By q24) Date: Authorize epreseiztative-must sign by hand Officer Name and Title: William R. Schafer, vice President 132E sales Please Print Business Telephone Number B64-458-5000 FAX: E-mail Address: michelin.fleetsolutions©michelin.com FOR CITY USE ONLY Bid Form Item Number(s)Awarded to Above Named Firm/Individual: Date of Award by City Council (for bids over S50,000): Date P.O./Contract Issued: RETURN COMPLETED& SIGNED BID FORM ALONG WITH CITY OF LUBBOCK SPECIFICATIONS. LABEL THE OUTSIDE OF YOUR SEALED BID WITH THE RFP NUMBER,THE CLOSING DATE AND TIME,AND YOUR COMPANY NAME AND ADDRESS. Exhibit C City of Lubbock,TX 19-14822-SG TIRE LEASING FOR CITIBUS INSURANCE SECTION A. Prior to the approval of this contract by the City,the Contractor shall furnish a completed Insurance Certificate to the City, which shall be completed by an agent authorized to bind the named underwriter(s) to the coverages, limits, and termination provisions shown thereon, and which shall furnish and contain all required information referenced or indicated thereon. THE CITY SHALL HAVE NO DUTY TO PAY OR PERFORM UNDER THIS CONTRACT UNTIL SUCH CERTIFICATE SHALL HAVE BEEN DELIVERED TO THE CITY. INSURANCE COVERAGE REQUIRED SECTION B. The City reserves the right to review the insurance requirements of this section during the effective period of the contract and to require adjustment of insurance coverages and their limits when deemed necessary and prudent by the City based upon changes in statutory law, court decisions,or the claims history of the industry as well as the Contractor. SECTION C. The Contractor shall obtain and maintain in full force and effect for the duration of this contract,and any extension hereof,at Contractor's sole expense, insurance coverage written by companies approved by the State of Texas and acceptable to the City, in the following type(s)and amount(s): TYPE OF INSURANCE COMBINED SINGLE LIMIT GENERAL LIABILITY ® Commercial General Liability ❑ Other General Aggregate $1,000,000 ❑ Claims Made ® Occurrence Products-Comp/Op AGG r ❑ WlHeavy Equipment Personal&Adv. Injury g ❑ To Include Products of Complete Operation Endorsements Contractual Liability x Fire Damage(Any one Fire) Med Exp(Any one Person) PROFESSIONAL LIABILITY ❑ General Aggregate S AUTOMOTIVE LIABILITY N Any Auto ❑ All Owned Autos Combined Single Limit ❑ Scheduled Autos ❑ Hired Autos Each Occurrence 51,000,000 ❑ Non-Owned Autos EXCESS LIABILITY ❑ Umbrella Form Each Occurrence Aggregate GARAGE LIABILITY ❑ Any Auto Auto Only-Each Accident ❑ Each Accident Aggregate _ ❑ BUILDER'S RISK ❑ 100%of the Total Contract Price ❑ INSTALLATION FLOATER ❑ 100%ofthe Total Material Costs ❑ POLLUTION ❑ CARGO ® WORKERS COMPENSATION—OR OCCUPATIONAL MEDICAL AND DISABILITY $500,000 ® EMPLOYERS' LIABILITY 51,000,000 OTHER:COPIES OF ENDOSEMENTS ARE REQUIRED ® Citp of Lubbock rrcnrrecl as ariclilioaral irrscrr-ecl orr Auto/Getter•al Liability art a pr•irucrry mrd uou-contributory basis. ® To inchule prochrcls•of carrpleted operatiars•erulasenterrl. ® Waiver of subrogation fir fervor of the City of Lubbock on all coverages, except The City of Lubbock shall be named as an additional insured on a primary and non-contributory basis and shall include waivers of subrogation in favor of the City on all coverage's. Copies of the Certificates of Insurance and all applicable endorsements are required. ADDITIONAL POLICY ENDORSEMENTS The City shall be enTire Leasing for Citibus d, upon request, and without expense, to receive copies of the policies and all endorsements thereto and may make any reasonable request for deletion, revision, or modification of particular policy terms, conditions, limitations,or exclusions(except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any of such policies). Upon such request by the City, the Contractor shall exercise reasonable efforts to accomplish such changes in policy coverages,and shall pay the cost thereof. REQUIRED PROVISIONS The Contractor agrees that with respect to the above required insurance,all insurance contracts and certificate(s)of insurance will contain and state, in writing,on the certificate or its attachment,the following required provisions: a. Name the City of Lubbock and its officers,employees,and elected representatives as additional insureds,(as the interest Of each insured may appear)as to all applicable coverage; b. Provide for thirty(30)days' notice to the City for cancellation,nonrenewal,or material change; c. Provide for notice to the City at the address shown below by registered mail; d. The Contractor agrees to waive subrogation against the City of Lubbock, its officers, employees, and elected representatives for injuries, including death, property damage, or any other loss to the extent same may be covered by the proceeds of insurance; e. Provide that all provisions of this contract concerning liability, duty, and standard of care together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies. NOTICES The Contractor shall notify the City in the event of any change in coverage and shall give such notices not less than 30 days prior the change, which notice must be accompanied by a replacement CERTIFICATE OF INSURANCE. All notices shall be given to the City at the following address: Marta Alvarez, Director of Purchasing and Contract Management City of Lubbock 1625 13`x' Street,Room 204 Lubbock,Texas 79401 SECTION D. Approval, disapproval,or failure to act by the City regarding any insurance supplied by the Contractor shall not relieve the Contractor of full responsibility or liability for damages and accidents as set forth in the contract documents. Neither shall the bankruptcy, insolvency,or denial of liability by the insurance company exonerate the Contractor from liability. Contact& Delivery Chris Mandrell 806-712-2001 CMandrell(acitibus.com Citibus Shop 801 Texas Ave. Lubbock,Texas FEDERAL CLAUSES Federal Clauses 1 NO GOVERNMENT OBLIGATION TO THIRD PARTIES. No Government Obligation to Third Parties.All contracts except micro-purchases($3,000 or less,except for construction contracts over$2,000) (1)The municipal corporation and contractor acknowledge and agree that,notwithstanding any concurrence by the US Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the US Government,the US Government is not a party to this contract and shall not be subject to any obligations or liabilities to the municipal corporation,the contractor or any other party (whether or not a party to that contract)pertaining to any matter resulting from the underlying contract. (2) Contractor agrees to include the above clause in each subcontract financed in whole or in part with FTA assistance.It is further agreed that the clause shall not be modified,except to identify the subcontractor who will be subject to its provisions. 2 PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENT AND RELATED ACTS. All contracts except micro-purchases ($3,000 or less, except for construction contracts over $2,000) (1) Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986,as amended, 31 USC 3801 et seq. and USDOT regulations, "Program Fraud Civil Remedies," 49 CFR 31, apply to its actions pertaining to this project. Upon execution of the underlying contract, contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submittal, or certification, the US Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act(1986)on contractor to the extent the US Government deems appropriate.(2)If contractor makes,or causes to be made, a false, fictitious, or fi-audulent claim, statement, submittal, or certification to the US Government under a contract connected with a project that is financed in whole or in part with FTA assistance under the authority of 49 USC 5307,the Government reserves the right to impose the penalties of 18 USC 1001 and 49 USC 5307(n)(1)on contractor,to the extent the US Government deems appropriate.(3)Contractor shall include the above two clauses in each subcontract f nanced in whole or in part with FTA assistance.The clauses shall not be modified,except to identify the subcontractor who will be subject to the provisions. 3 ACCESS TO RECORDS AND REPORTS. Applicability—As shown below.These requirements do not apply to micro-purchases($3,000 or less,except for construction contracts over$2,000)The following access to records requirements apply to this Contract: 1. Where the purchaser is not a State but a local government and is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 CFR 18.36(i), contractor shall provide the purchaser,the FTA,the US Comptroller General or their authorized representatives access to any books,documents,papers and contractor records which are pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor shall also, pursuant to 49 CFR 633.17, provide authorized FTA representatives, including any PMO contractor, access to contractor's records and construction sites pertaining to a capital project,defined at 49 USC 5302(a)1,which is receiving FTA assistance through the programs described at 49 USC 5307,5309 or 5311. 2. Where the purchaser is a State and is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 CFR 633.17, contractor shall provide the purchaser,authorized FTA representatives, including any PMO Contractor,access to contractor's records and construction sites pertaining to a capital project,defined at 49 USC 5302(a)1,which receives FTA assistance through the programs described at 49 USC 5307,5309 or 5311. By definition,a capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. 3. Where the purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education,a hospital or other non-profit organization and is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 CFR 19.48, contractor shall provide the purchaser, the FTA, the US Comptroller General or their authorized representatives,access to any books,documents,papers and record of the contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions.4. Where a purchaser which is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 USC 5325(a) enters into a contract for a capital project or improvement(defined at 49 USC 5302(a)1)through other than competitive bidding, contractor shall make available records related to the contract to the purchaser, the Secretary of USDOT and the US Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5.Contractor shall permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 6.Contractor shall maintain all books,records,accounts and reports required under this contract for a period of not less than three(3)years after the date of termination or expiration of this contract,except in the event of litigation or settlement of claims arising from the performance of this contract, in which case contractor agrees to maintain same until the municipal corporation, FTA Administrator, US Comptroller General, or any of their authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Re: 49 CFR 18.39(i)(11). FTA does not require the inclusion of these requirements in subcontracts. 4 FEDERAL CHANGES. All Contracts except micro-purchases ($3,000 or less, except for construction contracts over$2,000)Contractor shall comply with all applicable FTA regulations,policies,procedures and directives,including without limitation those listed directly or by reference in the Master Agreement between the purchaser and FTA, as they may be amended or promulgated from time to time during the term of the contract.Contractor's failure to comply shall constitute a material breach of the contract. 5 CIVIL RIGHTS REQUIREMENTS. All contracts except micro-purchases ($3,000 or less, except for construction contracts over $2,000) The following requirements apply to the underlying contract: (1) Nondiscrimination-In accordance with Title VI of the Civil Rights Act,as amended,42 USC 2000d, Sec. 303 of the Age Discrimination Act (1975), as amended, 42 USC 6102, Sec. 202 of the Americans with Disabilities Act (1990), 42 USC 12132, and 49 USC 5332, contractor shall not discriminate against any employee or applicant for employment because of race,color,creed, national origin, sex, age or disability. Contractor shall also comply with applicable Federal implementing regulations and other requirements FTA may issue.(2)Equal Employment Opportunity-The following equal employment opportunity requirements apply to the underlying contract:(a)Race,Color,Creed,National Origin,Sex-In accordance with Title VII of the Civil Rights Act, as amended, 42 USC 2000e, and 49 USC 5332, contractor shall comply with all applicable equal employment opportunity requirements of USDOL,"Office of Federal Contract Compliance Programs, Equal Employment Opportunity, USDOL," 41 CFR 60 et seq., (implementing Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 USC 2000e), and any applicable Federal statutes,executive orders,regulations,and policies that may in the future affect construction activities undertaken in the course of the project. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without.regard to their race, color, creed, national origin, sex or age. Such action shall include, but not be limited to, the following: employment, upgrading,demotion or transfer,recruitment or recruitment advertising,layoff or termination;rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, contractor shall comply with any implementing requirements FTA may issue. (b) Age - In accordance with Sec.4 of the Age Discrimination in Employment Act(1967),as amended,29 USC 623 and 49 USC 5332,contractor shall refi-ain from discrimination against present and prospective employees for reason of age. Contractor shall also comply with any implementing requirements FTA may issue.(c)Disabilities-In accordance with Sec. 102 of the Americans with Disabilities Act(ADA),as amended,42 USC 12112,contractor shall comply with the requirements of US Equal Employment Opportunity Commission (EEOC), Regulations to Implement Equal Employment Provisions of the Americans with Disabilities Act,29 CFR 1630,pertaining to employment of persons with disabilities. Contractor shall also comply with any implementing requirements FTA may issue. (3)Contractor shall include these requirements in each subcontract financed in whole or in part with FTA assistance,modified only if necessary to identify the affected parties. 6 DISADVANTAGED BUSINESS ENTERPRISE(DBE). Contracts over$3,000 awarded on the basis of a bid or proposal offering to use DBEs(a)This contract is subject to the requirements of Title 49,Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs.The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The municipal corporation's overall goal for DBE participation is listed elsewhere. If a separate contract goal for DBE participation has been established for this procurement, it is listed elsewhere. (b)Contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by 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 City deems appropriate. Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph(see 49 CFR 26.13(b)). (c) If a separate contract goal has been established, Bidders/offerors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. d. If no separate contract goal has been established, the successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance.e.The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from the municipal corporation. In addition, the contractor may not hold retainage from its subcontractors or must return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed or must return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor's work by the municipal corporation and contractor's receipt of the partial retainage payment related to the subcontractor's work. f. The contractor must promptly notify the municipal corporation whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work,and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the municipal corporation. 7 INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS. All contracts except micro-purchases ($3,000 or less, except for construction contracts over $2,000) The preceding provisions include,in part,certain Standard Tenns and Conditions required by DOT,whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. Contractor shall not perform any act, fail to perform any act, or refuse to comply with any City requests which would cause the City to be in violation of the FTA terms and conditions. 8 GOVERNMENT-WIDE DEBARMENT AND SUSPENSION(NON-PROCUREMENT). This contract is a covered transaction for purposes of 49 CFR Part 29.As such, Contractor is required to verify that none of Contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. Contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29,Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal,the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by municipal corporation. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to The City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.The bidder or proposer agrees to comply with the requirements of 49 CFR 29,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. 9 BUY AMERICA. Buy America-The contractor agrees to comply with 49 U.S.C. 53230)and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States,unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation,and microcomputer equipment and software.Separate requirements for rolling stock are set out at 49 U.S.C.53230)(2)(C)and 49 C.F.R.661.11.(tolling stock must be assembled in the United States and have a 60 percent domestic content. 10 FLY AMERICA. Contractor agrees to comply with 49 U.S.C.40118(the"Fly America"Act)in accordance with the General Services Administration's regulations at 41 CFR Part 301-10,which provide that recipients and sub-recipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property,to the extent such service is available, unless travel by foreign air carrier is a matter of necessity,as defined by the Fly America Act. Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. Mag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event,provide a certificate of compliance with the Fly America requirements. Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 11 ACCESS FOR INDIVIDUALS WITH DISABILITIES. Contractor agrees to comply with 49 U.S.C. §5301(d),which states the Federal policy that elderly individuals and individuals with disabilities have the same right as other individuals to use public transportation services and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement transportation accessibility rights for elderly individuals and individuals with disabilities. Contractor also agrees to comply with all applicable provisions of section 504 of the Rehabilitation Act of 1973, as amended, with 29 U.S.C. §794, which prohibits discrimination on the basis of disability; with the Americans with Disabilities Act of 1990(ADA),as amended,42 U.S.C. §§ 12101 et seg.,which requires that accessible facilities and services be made available to individuals with disabilities; and with the Architectural Barriers Act of 1968, as amended,42 U.S.C.§§4151 et seg.,which requires that buildings and public accommodations be accessible to individuals with disabilities,and any subsequent amendments to these laws. In addition,Contractor agrees to comply with applicable implementing Federal regulations and directives and any subsequent amendments thereto,as follows: (1) U.S.DOT regulations,"Transportation Services for Individuals with Disabilities(ADA),"49 C.F.R. Part 37; (2) U.S.DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance,"49 C.F.R. Part 27; (3) Joint U.S.Architectural and Transportation Barriers Compliance Board (U.S.ATBCB)/U.S. DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles,"36 C.F.R. Part 1192 and 49 C.F.R. Part 38; (4) U.S.DOJ regulations,"Nondiscrimination on the Basis of Disability in State and Local Government Services,"28 C.F.R. Part 35; (5) U.S.DOJ regulations,"Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities,"28 C.F.R. Part 36; (6) U.S.General Services Administration(U.S.GSA)regulations, "Accommodations for the Physically Handicapped,"41 C.F.R.Subpart 101-19; (7) U.S.EEOC, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,"29 C.F.R. Part 1630; (8) U.S.Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64, SubpartF;and (9) U.S.ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R.Part 1194; (10) FTA regulations, "Transportation for Elderly and Handicapped Persons,"49 C.F.R.Part 609;and (11) Federal civil rights and nondiscrimination directives implementing the foregoing regulations,except to the extent the Federal Government determines otherwise in writing. 12 AMERICANS WITH DISABILITIES ACT(ADA) Bids shall comply with all federal,state,county,and local laws concerning this type of products/service/equipment/project and the fulfillment of all ADA requirements. 13 DRUG-FREE WORKPLACE All Respondents shall provide any and all notices as may be required under the Drug-Free Workplace Act of 1988,28 CFR Part 67,Subpart F,to their employees and all sub-contractors to insure that the County maintains a drug-free workplace. 14 ENERGY CONSERVATION All Contracts except micro-purchases ($3,000 or less, except for construction contracts over$2,000)Contractor shall comply with mandatory standards and policies relating to energy efficiency,stated in the state energy conservation plan issued in compliance with the Energy Policy &Conservation Act. 15 TRANSIT EMPLOYEE PROTECTIVE ARRANGEMENTS The Contractor agrees to the comply with applicable transit employee protective requirements as follows: a. General Transit Employee Protective Requirements-To the extent that FTA determines that transit operations are involved, the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S.Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C. A 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient's project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter.The requirements of this subsection(1), however,do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C.§5310(a)(2),or for projects for nonurbanized areas authorized by 49 U.S.C. §5311.Alternate provisions for those projects are set forth in subsections(b)and(c)of this clause. b. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5310(ax2) for Elderly Individuals and Individuals with Disabilities - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. §5310(a)(2),and if the U.S.Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C.§5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract,the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA,the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter. c. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5311 in Nonurbanized Areas - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311,the Contractor agrees to comply with the teens and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor,dated May 31, 1979,and the procedures implemented by U.S.DOL or any revision thereto. 2. The Contractor also agrees to include the any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. 16 CHARTER SERVICE OPERATIONS Charter Service Operations - The contractor agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service,except under one of the exceptions at 49 CFR 604.9.Any charter service provided under one of the exceptions must be"incidental," i.e.,it must not interfere with or detract from the provision of mass transportation. 17 SCHOOL BUS OPERATIONS School Bus Operations-Pursuant to 69 U.S.C.5323(0 and 49 CFR Part 605, recipients and subrecipients of FTA assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption,recipients and subrecipients may not use federally funded equipment,vehicles,or facilities 17 RECYCLED PRODUCTS Recovered Materials - The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act(RCRA), as amended(42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873,as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 18 TERMINATION All Contracts over$10,000,except contracts with nonprofit organizations and institutions of higher learning,where the threshold is$100,000 a.Termination for Convenience(General Provision)the municipal corporation may terminate this contract, in whole or in part, at any time by written notice to contractor when it is in the municipal corporation's best interest.Contractor shall be paid its costs,including contract close-out costs, and profit on work performed up to the time of termination. Contractor shall promptly submit its termination claim to the municipal corporation. If contractor is in possession of any the municipal corporation property, contractor shall account for same, and dispose of it as the municipal corporation directs.b.Termination for Default[Breach or Cause](General Provision)If contractor does not deliver items in accordance with the contract delivery schedule, or, if the contract is for services, and contractor fails to perform in the manner called for in the contract,or if contractor fails to comply with any other provisions of the contract, the municipal corporation may terminate this contract for default. Termination shall be effected by serving a notice of termination to contractor setting forth the manner in which contractor is in default. Contractor shall only be paid the contract price for supplies delivered and accepted,or for services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the municipal corporation that contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of contractor,the municipal corporation, after setting up a.new delivery or performance schedule, may allow contractor to continue work,or treat the termination as a termination for convenience.c.Opportunity to Cure (General Provision) the municipal corporation in its sole discretion may, in the case of a termination for breach or default,allow contractor an appropriately short period of time in which to cure the defect. In such case,the notice of termination shall state the time period in which cure is permitted and other appropriate conditions If contractor fails to remedy to the municipal corporation's satisfaction the breach or default or any of the terms,covenants,or conditions of this Contract within ten(10)days after receipt by contractor or written notice from the municipal corporation setting forth the nature of said breach or default,the municipal corporation shall have the right to terminate the Contract without any further obligation to contractor. Any such termination for default shall not in any way operate to preclude the municipal corporation from also pursuing all available remedies against contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that the municipal corporation elects to waive its remedies for any breach by contractor of any covenant, term or condition of this Contract, such waiver by the municipal corporation shall not limit its remedies for any succeeding breach of that or of any other term,covenant or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts) the municipal corporation, by written notice, may terminate this contract, in whole or in part, when it is in the municipal corporation's interest. If the contract is terminated, the municipal corporation shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination f. Termination for Default (Supplies and Service) If contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the contractor fails to comply with any other provisions of this contract,the municipal corporation may terminate this contract for default. the municipal corporation shall terminate by delivering to contractor a notice of termination specifying the nature of default. Contractor shall only be paid the contract price for supplies delivered and accepted,or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fiilfill contract obligations, it is determined that contractor was not in default, the rights and obligations of the parties shall be the same as if termination had been issued for the municipal corporation's convenience.g.Termination for Default(Transportation Services)If contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if contractor fails to comply with any other provisions of this contract, the municipal corporation may terminate this contract for default.The municipal corporation shall terminate by delivering to contractor a notice of termination specifying the nature of default.Contractor shall only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while contractor has possession of the municipal corporation goods, contractor shall, as directed by the municipal corporation, protect and preserve the.goods until surrendered to the municipal corporation or its agent. Contractor and the municipal corporation shall agree on payment for the preservation and protection of goods. Failure to agree on an amount shall be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that contractor was not in default,the rights and obligations of the parties shall be the same as if termination had been issued for the municipal corporation's convenience.h.Termination for Default(Construction) If contractor refuses or fails to prosecute the work or any separable part,with the diligence that will insure its completion within the time specified,or any extension, or fails to complete the work within this time,or if contractor fails to comply with any other provisions of this contract,the municipal corporation may terminate this contract for default. the municipal corporation shall terminate.by delivering to contractor a notice of termination specifying the nature of default.In this event,the municipal corporation may take over the work and compete it by contract or otherwise, and may take possession of and use any materials,appliances, and plant on the work site necessary for completing the work.Contractor and its sureties shall be liable for any damage to the municipal corporation resulting from contractor's refusal or failure to complete the work within specified time, whether or not contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the municipal corporation in completing the work. Contractor's right to proceed shall not be terminated nor shall contractor be charged with damages under this clause if: 1. Delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of contractor.Examples of such causes include:acts of God,acts of the municipal corporation,acts of another contractor in the performance of a contract with the recipient, epidemics, quarantine restrictions, strikes, freight embargoes;and 2.Contractor,within 10 days from the beginning of any delay,notifies the municipal corporation in writing of the causes of delay.If in the municipal corporation's judgment,delay is excusable, the time for completing the work shall be extended.the municipal corporation's judgment shall be final and conclusive on the parties,but subject to appeal under the Disputes clauses.If,after termination of contractor's right to proceed,it is determined that contractor was not in default,or that the delay was excusable,the rights and obligations of the parties will be the same as if termination had been issued for the municipal corporation's convenience. i. Termination for Convenience or Default (Architect & Engineering) the municipal corporation may terminate this contract in whole or in part, for the municipal corporation's convenience or because of contractor's failure to fulfill contract obligations.The municipal corporation shall terminate by delivering to contractor a notice of termination specifying the nature,extent and effective date of termination.Upon receipt of the notice,contractor shall(1)immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the municipal corporation all data, drawings, specifications,reports,estimates,summaries and other information and materials accumulated in performing this contract,whether completed or in process.If termination is for the municipal corporation's convenience, it shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If termination is for contractor's failure to fulfill contract obligations, the municipal corporation may complete the work by contact or otherwise and contractor shall be liable for any additional cost incurred by the municipal corporation. If,after termination for failure to fulfill contract obligations, it is determined that contractor was not in default,the rights and obligations of the parties shall be the same as if termination had been issued for the municipal corporation's convenience.j. Termination for Convenience or Default (Cost-Type Contracts)the municipal corporation may terminate this contract,or any portion of it,by serving a notice or termination on contractor. The notice shall state whether termination is for convenience of the municipal corporation or for default of contractor. If termination is for default, the notice shall state the manner in which contractor has failed to perform the requirements of the contract. Contractor shall account for any property in its possession paid for from funds received from the municipal corporation, or property supplied to contractor by the municipal corporation. If termination is for default,the municipal corporation may fix the fee, if the contract provides for a fee, to be paid to contractor in proportion to the value, if any, of work performed up to the time of termination. Contractor shall promptly submit its termination claim to the municipal corporation and the parties shall negotiate the termination settlement to be paid to contractor. If termination is for the municipal corporation's convenience,contractor shall be paid its contract close-out costs,and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If,after serving a notice of termination for default,the municipal corporation determines that contractor has an excusable reason for not performing, such as strike,fire, flood, events which are not the fault of and are beyond the control of contractor,the municipal corporation,after setting up a new work schedule,may allow contractor to continue work,or treat the termination as a termination for convenience. 19 LOBBYING.BYRD ANTI-LOBBYING AMENDMENT,31 U.S.C. 1352,as amended by the Lobbying Disclosure Act of 1995,P.L. 104-65[to be codified at 2 U.S.C. § 1601,et seq.)Contractors who apply or bid for an award of$100,000 or more shall file the certification required by 49 CFR part 20,"New Restrictions on Lobbying."Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency,a member of Congress,officer or employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C. 1352.Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract,grant or award covered by 31 U.S.C. 1352.Such disclosures are forwarded from tier to tier up to the recipient. 20 CARGO PREFERENCE.(1)to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved,whenever shipping any equipment,material,or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; (2) to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo,Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through Contractor in the case of a subcontractor's bill-of-lading.)(3)to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 21 Clean Air.(1)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.The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn,report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.(2)The Contractor also agrees to include these requirements in each subcontract exceeding$100,000 financed in whole or in part with Federal assistance provided by FTA. 22 Clean Water. (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 . The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding$100,000 financed in whole or in part with Federal assistance provided by FTA. 23 CONTRACT WORK HOURS AND SAFETY STANDARDS.(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.(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 Contractor and any subcontractor responsible therefore shall be liable for the unpaid wages.In addition,such Contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic,including watchmen and guards,employed in violation of the clause set forth in paragraph(1)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 workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph(1)of this section. (3) Withholding for unpaid wages and liquidated damages—The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by Contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor,or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime contractor,such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. (4) Subcontracts-Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1)through(4)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(1)through(4)of this section. 24 BREACHES AND DISPUTE RESOLUTION All claims,disputes,and other matters in question between the Parties arising out of or relating to this Agreement or the breach thereof,shall be formally discussed and negotiated between the Parties for resolution. In the event that the Parties are unable to resolve the claims, disputes, or other matters in question within 30 days of written notification from the aggrieved Party to the other Party,the aggrieved Party shall be free to pursue all remedies available at law or in equity. Please see Section 44 of the Generally Applicable Provisions of the United States of America Department of Transportation Federal Transit Administration Master Agreement for Federal Transit Administration Agreements authorized by 49 U.S.C.chapter 53,as amended,Title 23,United States Code(Highways), the Moving Ahead for Progress in the 21st Century Act(MAP-21), the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFETEA-LU), as amended by the SAFETEA-LU Technical Corrections Act of 2008,or other Federal laws that FTA administers. This is located on the City City of Lubbock Bid 19-14822-SG of Lubbock website: http://nrvlubbock.us/docs/default-source/ourcliasina-libraryy/purcliasiiia-library/federll- transit-admin istration---master-agreement-2015.udf Statement of Eligibility I hereby certify that Michelin North America, Inc. (Name of Bidder) Is /'s Pyvelbarred Circle One) included on the U.S. Comptroller General's Consolidated List of Persons or Firms Cttrre for Violations of Various Public Contracts Incorporating Labor Standards Provisions. Michelin North America, Inc. Name of Firm One Parkway South Address Greenville SC 29615 City State Zip Code ( C / ' L�✓ c-c— Signature of Authorized Person Carmel Novak Name Type of Entity Director of Services & Solutions, Sales & Operations Position and/or Title Date 7/8/2019 3:55 PM p.64 City of Lubbock Bid 19-14822-SG BUY AMERICA CERTIFICATE (Equipment Procurements) (Complete one of two sections) CERTIFICATE OF COMPLIANCE WITH SECTION 165(a). Federal Law found at 49 U.S.C. 53230) and 49 CFR Part 661 permits FTA participation on the contract only if steel and manufactured products used in the contract are produced in the United States. The bidder hereby certifies that it will meet the requirernents of 49 U.S.C. 53230)(1)and the applicable regulations in 49 CFR Part 661.5 X11 z z ((Ct DATE SIGNATURE Carmel Novak NAME TYPE OF ENTITY Director of Services & Solutions Sales & Operations POSITION AND/OR TITLE OR CERTIFICATE OF NON-COMPLIANCE WITH SECTION 165(x). The bidder hereby certifies that it cannot comply with the requirements of 49 U.S.C. 53230)(1) but may qualify for an exception to the requirement pursuant to 49 U.S.C. 5323{)(2)(A),49 U.S.C. 53230)(2)(B), or 49 U.S.C. 53230)(2)(D)and the applicable regulations in 49 CFR 661.7 DATE SIGNATURE NAME TYPE OF ENTITY POSITION AND/OR TITLE 7/8/2019 3:55 PM p.67 City of Lubbock Bid 19-14822-SG CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION (Pursuant to 49 CFR Part 29, Appendix B) 1. By signing and submitting this bid or proposal, the Bidder is providing the signed certification set out below. 2. The certification referred to in this paragraph 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, may pursue available remedies, including suspension and/or debarment. 3. The prospective Iower tier participant shall provide immediate written notice to THE CITY if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower Tier covered participant," "persons,""lower Fier covered iransaclion,"principal," "proposal,"and "voluntarily excluded,"as used in this paragraph,have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549,49 CFR Part 29. 5. 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 debarred,suspended,declared ineligible,or voluntarily excluded fi•om participation in this covered transaction. G. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause entitled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,"without modification, in all lower tier covered transactions and all solicitations for lower- tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lover tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction,unless it knows that the certification is erroneous. A participant may decide the method and fi•equency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Non-procurement List issued by U.S. General Service Administration. 8. Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized tinder subparagraph 5 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 all remedies available to the Federal Government may pursue available remedies including suspension and/or debarment. CERTIFICATION The prospective lower tier participant certifies, by submission of this offer, that neither it nor its `'principals," [as defined at 49 C.F.R. § 29.105(p)] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. When the prospective lower tier participant is unable to certify to the statements in this certification,prospective lower tier participant shgl�attach an explanation to is proposal. Signature // Ci i; Typed or Printed Name Carmel Novak TitleDirector of Services & Solutions, Sales & Operations Company Michelin North America, Inc. Date /T7'L ti (tel 718/2019 3:55 PM p.66 CERTIFICATE OF INTERESTED PARTIES FORM 1295 loll Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos,1,2,3,5,and 6 if there are no Interested parties, CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number; of business. 2019-527392 Michelin North America, Inc Greenville, SC United States Date Filed- 2 Name of governmental entity or state agency that Is a party to the contract for which the form is 08/09/2019 being filed. City of Lubbock Date Acknowledged: 3 Provide the Identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. RFP 19-14822-SG Tire Leasing Tire Leasing for Citibus 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermedlary 5 Check only If there is NO Interested Party. ❑X 6 UNSWORN DECLARATION My name Is 112, j,G and my date of birth Is _ my address Is r� (�w W`y �,+� Gam.✓rllt� S 96r (street) (city) (state) (zip code) (toughy) I declare under penalty of perjury /that the foregoing Is true and correct. Executed In County, Slate of on the j_day of (month) (year) 1--T Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission vAvw.ethics,slate,tx.us Version V1.1.3918039c CERTIFICATE OF INTERESTED PARTIES FoRM 1295 101`1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2019-527392 Michelin North America, Inc Greenville, SC United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/09/2019 being filed. City of Lubbock Date Acknowledged: 08/10/2019 3 Provide the identification number used by the governmental entity or state agency to track or identity the contract,and provide a description of the services,goods,or other property to be provided under the contract. RFP 19-14822-SG Tire Leasing Tire Leasing for Citibus 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of ,20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.39f8039c