Bell Gardens City Council
January 13, 2025

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• Maintenance and management of this Contract;
• Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).

The Report must contain the following fields:
• Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address;
• Participating Entity City;
• Participating Entity State/Province;
• Participating Entity Zip/Postal Code;
• Participating Entity Contact Name;
• Participating Entity Contact Email Address;
• Participating Entity Contact Telephone Number;
• Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description;
• Item Purchased Price;
• Sourcewell Administrative Fee Applied; and
• Date Purchase was invoiced/sale was recognized as revenue by Supplier.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased Rev. 3/2021 6

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by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

Supplier's Authorized Representative is the person named in the Supplier's Proposal. If Supplier's Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.

D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.

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E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master -servant, or principal -agent.

11. INDEMNITY AND HOLD HARMLESS
Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell's responsibility will be governed by the State of Minnesota's Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

12. GOVERNMENT DATA PRACTICES
Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Supplier under this Contract.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty -free, worldwide, non-exclusive right and license to use thetrademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Supplier.
b. Supplier grants to Sourcewell a royalty -free, worldwide, non-exclusive right and license to use Supplier's trademarks in advertising and promotional materials for the purpose of marketing Supplier's relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, Rev. 3/2021 8

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resellers, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective Sublicensees.

3. Use; Quality Control.
a. Neither party may alter the other party's trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's trademarks only in good faith and in a dignified manner consistent with such party's use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws.

5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.

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14. GOVERNING LAW, JURISDICTION, AND VENUE
The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.

15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY
If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

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The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non -defaulting party may:
• Exercise any remedy provided by law or equity, or
• Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE
A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers' Compensation and Employer's Liability.

Workers' Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products -completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products -Completed operations $2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non -owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms Rev. 3/2021 11

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no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer's Liability, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data — including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is Rev. 3/2021 12

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primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self -insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self -insured retention.

19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.

Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

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21. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to "federal" should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Supplier's Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be 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. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis -Bacon Act provisions.

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C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 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 requirements of 37 C.F.R. § 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. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require 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).

Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names Rev. 3/2021 15

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of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 1.2549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31. U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have 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. Suppliers must 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. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier's personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). 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 Rev. 3/2021 16

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and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 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.

M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre -approval.

N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.

O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier's actions pertaining to this Contract or any purchase by a Participating Entity.

P. FEDERAL DEBT. The Supplier certifies that it is non -delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.

Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.

R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.

S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.

T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.

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22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier's Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell
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Jeremy Schwartz
Title: Chief Procurement Officer
Date:
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Approved:

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By:
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Chad Coauette
Title: Executive Director/CEO
Date:
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72 Hour LLC dba: National Auto
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DocuSigned by:
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By: FACBB5730C1E467...

Jesse Cooper
Title: Fleet Manager
Date:
11/4/2021 1 10:46 AM CDT
Rev. 3/2021 18

DocuSign Envelope ID: CF25B13B-7809-48BC-B85D-F1A7A7104FDA RFP 091521 - Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories
Vendor Details
Company Name: 72 HOUR LLC
Does your company conduct
business under any other name? If National Auto Fleet Group yes, please state:
490 Auto Center Drive
Address:

Contact:

Email:

Phone:

Fax:

HST#:

Submission Details
Created On:

Submitted On:

Submitted By:

Email:

Transaction #:

Submitter's IP Address:

Watsonville, CA 95076
Jesse Cooper
[email protected]
951-440-0585
831-840-8497
263297677
Tuesday August 24, 2021 16:34:10
Tuesday September 14, 2021 14:10:21
Jesse Cooper
[email protected]
d2e890de-e761-4f47-9b23-bef3d512bd76

76.81.241.2
Bid Number: RFP 091521
Vendor Ni Page 167 of 547

DocuSign Envelope ID: CF25B13B-7809-48BC-B85D-F1A7A7104FDA Specifications
Table 1: Proposer Identity & Authorized Representatives General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/A" if the question does not apply to you (preferably with an explanation).

Line
Item
Question
Response"
Proposer Legal Name (one legal entity only): (In the
event of award, will execute the resulting contract
as "Supplier")
72 Hour LLC
"
2 Identify all subsidiary entities of the Proposer whose equipment, products, or services are included in the
Proposal.

WCAF, LLC

WCDJR, LLC
Alan Jay Automotive Inc
3 Identify all applicable assumed names or DBA names of the Proposer or Proposers subsidiaries in Line 1 or
Line 2 above.

NAFG has numerous subsidiaries and DBA's including but not limited to:

National Auto Fleet Group,
Chevrolet of Watsonville,
Watsonville Ford
Watsonville CDJR
Watsonville Fleet Group
Alan Jay Chrysler Jeep Inc
Alan Jay Chevrolet, Cadillac
Alan Jay Buick, GMC
Alan Jay Auto Outlet
Clewiston Motor Company, Inc
Alan Jay Chrysler Dodge Ram Jeep
Alan Jay Lincoln
Alan Jay Ford
Alan Jay Nissan
Alan Jay Toyota
4 Proposer Physical Address:
490 Auto Center Drive
Watsonville, CA 95076
5 Proposer website address (or addresses):
www.NationalAutoFleetGroup.com
6 Proposers Authorized Representative (name, title,
address, email address & phone) (The representative
must have authority to sign the "Proposer's Assurance
of Compliance" on behalf of the Proposer and, in the
event of award, will be expected to execute the resulting contract):

Jesse Cooper
Fleet Manager
1-855-289-6572
490 Auto Center Drive
Watsonville, CA 95076
[email protected]
7 Proposers primary contact for this proposal (name, title, address, email address & phone):

Jesse Cooper
Fleet Manager
1-855-289-6572
490 Auto Center Drive
Watsonville, CA 95076
[email protected]
8 Proposer's other contacts for this proposal, if any
(name, title, address, email address & phone):

Clarke Cooper
Fleet Manger
1-855-289-6572
490 Auto Center Drive
Watsonville, CA 95076
[email protected]
Table 2: Company Information and Financial Strength
Line
Item
Question
Response*
Bid Number: RFP 091521
Vendor N; Page 168 of 547

DocuSign Envelope ID: CF25B13B-7809-48BC-B85D-F1A7A7104FDA 9 Provide a brief history of your company, including your company's core values, business philosophy, and
industry longevity related to the requested equipment,
products or services.

National Auto Fleet Group started as a new division of 72 Hour LLC, in the summer of 2010 in the heart of Southern California. We began our network with a single automobile dealership and have now grown our network to encompass numerous dealerships located in and outside of California.

We stand by providing opportunities for advancement by hiring and promoting from within our organization. Many of the Fleet Managers who started with us in 2010 are still with us today.

Through the years, we have evolved and adapted to the new technology driven trends that are revolutionizing the automotive industry today. However, our brand's fundamental core values have remained unchanged — We are committed to do right for the members. If we take care of them, they will in return take care of us.

National Auto Fleet Group's operational blueprint and business philosophy has always been the "4 RIGHT's" for every member: We deliver the RIGHT vehicle, at the RIGHT time, to the RIGHT place at the RIGHT price.

The integrity of our business stems on our deep family roots in the automotive industry. We are and always will be family owned and operated with our future generations already in their infant stages today. We are committed to pioneering our industry for decades to come. 10 What are your company's expectations in the event of an award?
If awarded, this would be our 5th Sourcewell Contract and we would execute as such. We will continue to serve your members and provide them with excellent customer service while continuing to advance customer satisfaction. Along with implementing new business growth strategies that will ultimately launch us into new heights once again.

Furthermore, we will launch our Partner Program detailed in the attached "marketing Plan Compressed? Zip file. This next generation application will give members the power to select upfitters they would like NAFG to partner with in providing satisfactory quotes and service. We see tremendous value in building out these mutually beneficial partnerships, so we can provide 100% satisfactory turnkey solutions to the members.
11 Demonstrate your financial strength and stability with meaningful data. This could include such items as
financial statements, SEC filings, credit and bond
ratings, letters of credit, and detailed reference letters.

Upload supporting documents (as applicable) in the
document upload section of your response.

To demonstrate NAFG's financial strength and stability, we have uploaded Bank Commitment letters under the Financial Strength Section of the online application. We have a direct line of credit of $52,000,00.00 that we are currently utilizing with our current and past Sourcewell Contracts. However, this number is not capped as we have the freedom to extend the cap to accommodate the revolving needs of the members.

Referenced below is a short register of some of our market success from awarded government contracts that encompass over $140,000,000.00 worth of products and goods under our current Sourcewell Contract.

A. City of San Diego, CA $ 72,000,000 contract under our Sourcewell Contract 120716-NAF.

B. City of San Diego, CA $ 55,400,000 contract under our Sourcewell Contract 081716-NAF.

C. Government Fleet Article Highlighting our transaction with the City of San Diego, CA procuring over 100 Police vehicles through NAFG Sourcewell Contract 120716-NAF.

D. City of Los Angeles World Airports, CA Contract for $ 24,003,500 under Sourcewell Contract 120716-NAF for the procurement of 400 vehicles.

E. City of Los Angeles Harbor, CA Contract Extension to $ 4,500,000 contract under Sourcewell Contract 120716-NAF.

F. City of Los Angeles Harbor, CA Contract for $1,500,000 under our Sourcewell Contract 120716-NAF.

G. City of Los Angeles Harbor, CA Renewal for another $ 1,500,000 under Sourcewell Contract Class 6, 7 and 8 Contract 081716-NAF.

H. City of Costa Mesa, CA Contract $1,023,220 under our Sourcewell Contract 120716-NAF.

I. Blanket Contracts with the State of Maryland, MD off our current Class 6, 7 and 8 Chassis Contract 081716-NAF.

J. Blanket Contracts with the State of Maryland, MD off our Current Sourcewell Contract 120716-NAF.

We have also attached our Commitment Letter's for unparallel support from leading nationally recognized upfit suppliers such The Knapheide Manufacturing Company. Along with regional suppliers such as Brand FX and Phenix Truck Body located in Southern California serve as regional support locations, whom we often work alongside to fulfill all member needs with past, present, and future orders with NAFG.

Included are also Upfitter Recommendation letters to illustrate how National Auto Fleet Group has taken a proactive interest in building mutually beneficial relationship with our upfitters. Mutuality and reciprocity relationships between body companies and our dealer's are two of the key components that help members receive what they need in a smooth and efficient fashion.

In addition, the adoption of our Class 6, 7, and 8 Contract from Anne Arundel County in the state of Maryland is as an example of how National Auto Fleet Group attracts and retains new clients by demonstrating to them there's a better and more efficient way of finding turnkey solutions.

Lastly, we have attached supporting documents that help emphasize and exemplify our growth since our first awarded Sourcewell Contract in 2012. We sincerely hope it helps portray our commitment to building lifelong rapport and trust with our partner upfitters and members. 12 What is your US market share+for the solutions that
you are proposing?
. Of our respective brands and OEM's we represent, the US market share is estimated to be 60 75%.
13 What is your Canadian market share for the solutions that you are proposing?
It is difficult to estimate the market share for the brands and OEM's we represent, however we estimate that it should be the same 60 -75 % of the US share. 14 Has your business ever petitioned for bankruptcy "
protection? If so, explain in detail.

No
Bid Number: RFP 091521
Vendor Ni Page 169 of 547

DocuSign Envelope ID: CF25B13B-7809-48BC-B85D-F1A7A7104FDA 15 How is your organization best described: is it a
manufacturer, a distributor/dealer/reseller, or a service provider? Answer whichever question (either a) or b)
just below) best applies to your organization.
a) If your company is best described as a
distributor/dealer/reseller (or similar entity), provide your written authorization to act as a
distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your
dealer network independent or company owned?
b) If your company is best described as a
manufacturer or service provider, describe your
relationship with your sales and service force and with your dealer network in delivering the products and
services proposed in this RFP. Are these individuals
your employees, or the employees of a third party?
National Auto Fleet Group is a dealer network best categorized as "A" - Distributer/Dealer/Reseller and Dealer Partner for (15) OEM Manufacturers including Ford Motor Company, Chevrolet, RAM, GMC, Buick, Chrysler, Dodge, Jeep, Toyota, Nissan, KIA, BMW, Honda, Cadillac and Volkswagen, All orders are placed with the franchised dealer and ultimately titled directly to the member. All appropriate certification certificates and authorized DMV/Factory licenses may be found in the "Related Certification" section uploaded to this RFP. It should be noted we do not sell used equipment to members.
16 If applicable, provide a detailed explanation outlining the licenses and certifications that are both required to be held, and actually held, by your organization
(including third parties and subcontractors that you use) in pursuit of the business contemplated by this RFP,
Required licenses include a Dealer's License, a Franchise issued by the Manufacture, a Department of Motor Vehicles License, as well as a Reseller's permit license. All which NAFG and Dealer Partner's hold. Please review our attachment documents in section "Related Certification' for licenses that we either solely own or are jointly owned by our partner dealers that pertain to this RFP. A list of all our licenses are below, some of which may not pertain to class 1-3 but to class 4-8.

CA Certificate of Good Standing 200824810190
State of Florida License Certificates:

VF/1000974/4
VF/1000950/1
VF/1046516/1
VF/1024619/2
VF/1024619/1
VF/1018615/1
VF/1021891/1
VF/1000974/3
VF/1105916/1
VF/1020705/1
VF/1000969/1
CA State Seller's Permit 101-135239
CA State Seller's Permit 245364864-00001
Department of Motor Vehicle, Vehicle Dealer/ License Number 97772 Department of Motor Vehicle, Vehicle Dealer License Number 97771 Department of Motor Vehicle, Vehicle Dealer License Number 43609 Bureau of Automotive repair Registration # ARD00296319 123120 CA State Seller's Permit 232781952-00001
City of Watsonville Business License Number 1792
City of Watsonville Business License Number 4358
Fictitious Business Names from Santa Cruz County for National Auto Fleet Group FBN: 2017-0000138 California General Resale Certificate
Dun & Bradstreet Number: 023680653
Govemment of The District of Columbia Certificate
Government of the District of Columbia Tax Registration # 7815888160711 City of Los Angeles Tax Registration
Government of The District of Columbia CLEAN HANDS CERTIFICATION San Diego Freightliner Seller's Permit
Commonwealth of Virginia State Corporation Commission Certificate State of Maryland Good Standing Certificate
Kansas Department of Revenue for Kansas City Peterbilt
New Jersey Department of Treasury Registration Certificate New Jersey Business Registration
Notice of Compliance of the Canton City Codified Ordinance Employee Information Report for the State of New Jersey State of Maryland New Sales and Use tax License
CA State Seller's Permit 98-037902 00006
South Carolina Department of Motor Vehicles License Number 36133 State of South Carolina Retail License
Commonwealth of Kentucky Vehicle Dealer License 1583 20 100 State of West Virginia Dealer License
Commonwealth of Kentucky Vehicle Dealer License 1581 20 036 State of Tennessee Vehicle Dealer License
17 Provide all "Suspension or Debarment" information that has applied to your organization during the past ten
years.

Not Applicable, none.

Bid Number: RFP 091521
Vendor N. Page 170 of 547

DocuSign Envelope ID: CF25B13B-7809-48BC-B85D-F1A7A7104FDA Table 3: Industry Recognition & Marketplace Success
Line
Item
Question
Response*
*
*
18 Describe any relevant industry awards or recognition that your company has received in the past five years
National Auto Fleet Group's received its most prestigious award for Top Placement within Ford Motor Company as the leading dealership in Government Sales. In addition, our Chevrolet brand was highly ranked and honored 4/5 consecutive years by General Motors. 19 What percentage of your sales are to the
governmental sector in the past three years
Within our fleet division, 90% of our contracts within the past three years have been with government accounts.
20 What percentage of your sales are to the education
sector in the past three years
Within the past 3 years 90% of our sales have been to government accounts, 20% of which are within the education sector.
21 List any state, provincial, or cooperative purchasing contracts that you hold. What is the annual sales
volume for each of these contracts over the past three
years?
We hold the State of California contract with volumes from 200 to 500 units a year over the past three years. In addition, our Sourcewell Contract's 091219, 081716 and 120716 that we have maintained over the past three years has sold combined north of 400 million of Combined Quarterly Sales.
22 List any GSA contracts or Standing Offers and Supply Arrangements (SOSA) that you hold. What is the
annual sales volume for each of these contracts over
the past three years?
National Auto Fleet Group's focus lies on the Sourcewell Contract. NAFG holds no other GSA contract, Standing Offers, or Supply Arrangements other than the State of California contract. Our annual sales volume is estimated to be north of $200 million.

Table 4: References/Testimonials
Line Item 23. Supply reference information from three customers who are eligible to be Sourcewell participating entities.

Entity Name *
Contact Name*
Phone Number *
*
*
Port of Los Angeles, CA
Mr. Dave Comer
310-72-3794
County of Venture, CA
Mr. Jorge Bnilla
805-672-2044
City of Austin, TX
Mr. Matt Sager
512-978-2637
County of San Joaquin, CA
Mr. David Myers
209-468-9745
City of Palo Alto, CA
Ms. Danitra Bahlman
650-496-5920
Table 5: Top Five Government or Education Customers
Line Item 24. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years.

Entity Name
Entity Type *
State / Province*
Scope of Work *
Size of Transactions *
Dollar Volume Past Three
Years *
City of Austin
Govemment
Texas - TX
Purchaser
10-15 Vehicles at once, Vans
and SUVs
Over 1M *
Los Angeles
Department of
Water and Power
Government
California - CA
Purchaser
Over 120 Vehicles, Vans and
SUVs
Over 3M
*
Port of Los
Angeles
Govemment
California - CA
Purchaser
Over 80 Trucks, Vans and SUVs
Over 2M
Anne Arundel
County
Government
Maryland - MD
Purchaser
Over 40 Trucks, Vans and SUVs
Over 1M *
City of San Diego
Government
California - CA
Purchaser
Over 500 Trucks, Vans, SUV'
Over 15M *
Table 6: Ability to Sell and Deliver Service
Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions.

Line
Item
Question
Response*
25 Sales force.

Our sales force consists of direct and an indirect sales force. Our direct sales force consists of direct employees and partner dealers, which exceeds an employee count of 300 personnel both full time and part time. Many of our sales force are spread across the US and we leverage our relationships with our larger class dealerships to service the members lower class vehicle needs as well. A cross sales force. These individuals help support our dealerships and NAFG Fleet Division directly. On the other hand, our indirect sales force made up of upfitters and partner suppliers consists of over 100 personnel with our partner network and sales force growing annually.

With both direct and indirect sales force staff working together, NAFG has been able to successfully grow, maintain and service the demand of the members. As the number of your members grow, we will continuously welcome more staff to not only meet customer demand, but also to exceed customer expectations.

Bid Number: RFP 091521
Vendor NI Page 171 of 547

DocuSign Envelope ID: CF25B13B-7809-48BC-B85D-F1A7A7104FDA 26 Dealer network or other distribution methods.

Our franchise network in Canada and the U.S. is fortunately second to none. Our 15 proposed OEMS previously mentioned, all of which have established a presence nationwide with factory stores strategically placed where all members can receive service and complete warranty repairs with their respective products.

Simple put the North American and Canadian automobile supply chain network is one of the best in the world. Of the 15 brands we represent, the OEMs have put in place a dealer network across all 50 states that will allow us to best serve all members.
27 Service force.

The 15 manufactures we represent have thousands of service locations that would be easily accessible to all your members. Service centers and warranty repair facilities for all 15 OEMs are ample and ready to help service our members and their needs. However, Alaska and Hawaii may be exceptions as they may have farther distances between franchises where members can utilize the repair services. 28 Describe the ordering process. If orders will be
handled by distributors, dealers or others, explain the respective roles of the Proposer and others.

The member may order their vehicles by navigating to our website, www.NationalAutoFleetGroup.com and going through the step-by-step process to generate an online quote or by calling one of our representatives at 855-289-6572 or by sending NAFG an email at [email protected].

Orders are then processed directly to the manufacturer who will work to supply the vehicle to the ship - to location for upfittinig or end user desired delivery location. 29 Describe in detail the process and procedure of
your customer service program, if applicable.

Include your response -time capabilities and
commitments, as well as any incentives that help
your providers meet your stated service goals or
promises.

To best demonstrate our Customer Service program, kindly reference the ZIP file "Member Walk Through" that is attached in the Additional Documents folder. Please begin with and review in order that is explained below:

How Members Can Get Quotes Online: A member can obtain most quotes by visiting our website www.NationalAutoFleetGroup.com where a simple one step form is needed for registration. This is to protect the price information from nonmembers. Once a member registers they will receive an automated welcome email with a demo video on how to use our site. Members will gain access to there very own dashboard which will house all there quotes in one safe secure login. Member's can select which brand they are looking for and model year. Our site shows all the categories the brand offers such as: Cars, Vans, SUV's Trucks and Chassis Cabs. Members will then be able to drill down for the right selection by picking from the filter menu of what cab there looking for (Regular, Extended or Crew) to 2 wheel or 4 wheel drive down to the bed length there looking for. All factory options are then presented for the member to select from, this will show all current factory orderable options, taking the guess work out for the member. Once a member selects a desire build, they will see there Sourcewell Price report showing the MSRP, there contract price, the saving in real dollars and as a percentage. In the PDF example you can see a saving of $ 9,175.96 of 22.345% to the member showing a significant savings. Members then can chose to add extra's to there order like extra keys' service manuals, sales tax and even request an upfit to be added to there quote. Lastly they will be given a complete turn key quote package to print which will include there customized Quote ID, Description and Specifications of what they built.

How Members and Upfitters can Partner with NAFG: Our dedicated website www.NAFGPartner.com was built to accommodate the member who would like a certain upfitter to upfit there vehicles. It was also built for upfitters to have a place to go where they can find information on how to partner with NAFG to better serve there local members.

Example of A Member with Upfit Quote: This is an example of how we use our Cab Chassis and combine them with an upfit to provide a turnkey solution for the member in a simple to follow format.

ETA System for Members Walk Through: This is where members can easily come to our website, the same website they built there chassis on and track there order like they would a UPS package. We have a very simple display on our homepage "Track your order" where members can enter one of the following: Purchase Order Number, Quote ID, Upfit Quote ID or vin to easily see there in the process there particular order is in.

Courtesy Confirmation Explained: After NAFG receives an order from a Member, we always like to send them a Courtesy Confirmation. This is were the member will double check some particulars on there order like, Color, Quantity, Upfit and Specification's are all correct before order placement. We also like to ask for title information at this point so we can help process the paperwork at delivery promptly.

Factory Order Cut Off Notices: Here is were we like to highlight were members can access any upcoming factory order cut off dates. We walk them through the process step by step to ensure everyone knows the upcoming order cut off date, we even print this information (if known at the time) right on the cover page of there quotes.

Validation Walk Through Example: To demonstrate a price validation, we show what a member would see when they build a truck on our site. At check out the member would see the Total Configured MSRP of $ 35,730.00, A Sourcewell Price of $ 27,331.68, Total Saving of $ 8,398.32 or 23.505% for a 2020 F-250 followed by the pricing page which shows the Minimum Discount of at least 18.50%. As you see we provided an additional 5% discount on top of the 18.50% contract discount. This would be the case in most instances.
30 Describe your ability and willingness to provide your products and services to Sourcewell participating
entities in the United States.

Our willingness and ability to service members nationwide is unparalleled. We have dedicated staff 5 days a week, from 7am to 7pm standing by ready to assist any member help find the best solution for there needs even if helping assist them to the best Sourcewell Contract that could be a solution. We have a dedicated live chat feature on our online quote generating website in case any member has any trouble at all in building there quotes. NAFG has established a chain of suppliers who are at the ready to serve if called upon by any member, We are here to help. 31 Describe your ability and willingness to provide your products and services to Sourcewell participating
entities in Canada.

We are willing and eager to soon extend our business model and network into Canada. We believe partnering with local Canadian based dealer groups is key to success in the Canadian market. NAFG's competitive pricing as well as a simple US Dollar to Canadian conversation will help NAFG expand into the Canadian market for participating Sourcewell members. 32 Identify any geographic areas of the United States
or Canada that you will NOT be fully serving through
the proposed contract.

National Auto Fleet Group will handle servicing 100% of all geographic areas located in the United States, Although it is unclear what unseen obstacles we may face in Canada, NAFG is committed to building the same model to service Canada and providing the same level of customer satisfaction, service, and care as in the United States.

Bid Number: RFP 091521
Vendor N. Page 172 of 547

DocuSign Envelope ID: CF25B13B-7809-48BC-B85D-F1A7A7104FDA 33 Identify any Sourcewell participating entity sectors NAFG will continue to service all Sourcewell Members through our 24 hour a day, 7 days a week (i.e., government, education, not -for-profit) that you online portal with the exclusion of Non -Profits. Unfortunately, Non -Profits are often not eligible for the will NOT be fully serving through the proposed
same discount's government entities are qualified for. However, Non -Profits are subject to a different contract. Explain in detail. For example, does your
company have only a regional presence, or do other
cooperative purchasing contracts limit your ability to
promote another contract?
pricing program and will be evaluated on a case to case basis. 34 Define any specific contract requirements or
restrictions that would apply to our participating
The only possible logistical constraints we may face is the shipping constraints for shipments arriving in Alaska, Hawaii and US Territories. For example, we often provide members in Alaska or Hawaii with entities in Hawaii and Alaska and in US Territories.
vehicles that often have upfits. To circumvent this potential issue, members allow us to add these extra shipping and port costs to their quotes.

Table 7: Marketing Plan
short
Respo
35 Describe your marketing strategy for promoting
this contract opportunity. Upload
representative samples of your marketing
materials (if applicable) in the document
upload section of your response.

National Auto Fleet Group encompasses a variety of marketing strategies to promote our products and services to streamline the vehicle purchasing process for government entities. Below are a few strategies used to serve as the gateway between our business and public agencies.

Website and Inbound Marketing: The creation of a professional customer -focused website is one of our main features to market our products and services. The NAFG website encourages our members to interact and browse through products offered along with pricing and information about National Auto Fleet Group. Inbound marketing is created when potential members are directed to the company website. With this method, we are able to not only connect with members but to put the purchasing ability into the hands of each member.

Our inbound marketing strategy attracts members by creating valuable content and experiences tailored to the needs of each individual. Examples include email campaign flyers on our products, informative and how-to videos, social media and engaging members with top -notched customer service to build brand awareness.

Email Marketing: One of the main strategies used to engage current and potential members is Email Marketing. Our emails include different types of flyers that consist of information of the Sourcewell contract, promoting manufacturer brands, holiday themed flyers, discounts offered to first time buyers, important cutoff date reminders and upcoming products and events.

The use of marketing campaigns plays a major role in enhancing the growth of our client database. Emails are a big part of our daily lives due to government agency employees utilizing emails as their main source of communication. We use campaigner.com as the emailing platform to reach our target members. Videos and descriptive images are used on all flyers and are compatible with a desktop or mobile device. Messages are short and to the point with links leading to the Sourcewell and NAFG homepage. The Campaigner email system allows the ability to track email activity based on open rate, unsubscribes and link clicks which is beneficial to understanding email effectiveness.

Once potential members are directed to our website, they are welcomed with a wide range of options to explore an array of our products and services. They are able to register to become a member, view pricing, explore available in -stock vehicles, view how -to -videos, build a vehicle online to request an immediate quote or use our live chat assistant or call/email for live support.

Face to Face Marketing Strategies: This strategy has proven to be successful in generating leads and creating lasting relationships by developing genuine connections with prospective members. National Auto Fleet Group attends several trades shows per year to engage members and put a face to the company. This in person meeting aids to build the brand by nurturing relationships between members and other vendors associated through the process. Trade shows attended include GFX, IAPPO, NIGP, ACT, CAPPO, and CASBO throughout the United States.

NAFG has many opportunities to make in person presentations to propose products, services offered and to answer any questions potential members may have. These PowerPoint Presentations include topics on NAFG/Sourcewell process, how to facilitate the vehicle purchasing without bidding, informational videos, and the brands and services we provide. These meetings have been held at local cities, counties, school districts, water districts and ports.

Relationship Marketing is a vital strategy used in building and maintaining long-term relationships practiced by National Auto Fleet Group on a daily basis.

NAFG strives to create a positive and supportive connection with members by providing personalized and responsive customer service practices. The sales team has worked tirelessly to focus on providing outstanding customer support to create a powerful rapport with existing and new members. By going above and beyond, they have enhanced existing relationships and executed customer loyalty with repeat businesses.

They strive to deviate from the "Car Salesperson" mentality which is 100% sales driven to a more product and customer service approach by instilling a sense of confidence in our clients. The goal is to regularly assist clients and address any needs and concerns even after the purchase has occurred. The strive to focus on solution selling vs. product selling develops into a mutually beneficial agreement for members and the business.

Below are a few examples on successful relationship marketing from our Fleet Department:

We had a member call in to request financing/lease options for a truck needed through our National Auto Fleet Group/Sourcewell vehicle contract. I contacted another Sourcewell vendor, Matt Geiselhart from NCL Gov Capital and he was happy to assist with a financing quote. The member also requested to trade in a current vehicle in their fleet and was directed to Govdeals for assistance in removing the outdated unit through an auction. The member was able to utilize three Sourcewell contracts to complete his transaction which simplified the entire process. The member was very satisfied with the amount of care and ease through his experience and became a repeat customer. By utilizing a cross -selling strategy, National Auto Fleet Group became his one stop shop to fulfill all fleet vehicle purchasing needs. "I had a member call in desperate to obtain a new truck because an employee had gotten into a serious accident and had the truck totaled. Due to covid restrictions, most manufacturers are currently experiencing microchip shortages which relays to production delays at the factory. We were able to direct buyer to our in - stock inventory on the NAFG website and member was ecstatic to locate truck to meet their needs. Instead of having to wait 30 weeks to receive the new vehicle, member was able to obtain the new truck within 3 weeks."
Bid Number: RFP 091521
Vendor Ni Page 173 of 547

DocuSign Envelope ID: CF25B13B-7B09-48BC-B85D-F1A7A7104FDA "I once had a member contact us two years after purchasing a vehicle from us. They had a malfunction with the liftgate on the box truck which caused a logistical nightmare. I was able to contact one of our body vendors that upfitted the lift gate installation and a service technician was able to go onsite to resolve the liftgate issue at no additional cost. The member was very impressed with the quality of our customer service even after purchase. "
"I had a member request a % ton truck pricing but was unsure about their budget at the time. I took the time to go through each option with the client to provide a Sourcewell pricing quote through multiple manufacturers from Ram, Chevrolet and Ford. This empowered the member to have multiple pricing options for review to align with their budget as well as eliminating the need to shop anywhere else. " "We work with many body companies to assist customers with the body upfitting process. One of our members called in a request to expedite a particular vehicle that was held up at one of their local body upfitters. I contacted the body company representative and put in a request to expedite the upfitting per request of the member. The body company was able to comply with the request and delivery was made sooner than expected."
Word -of -Mouth Marketing: The positive quality of service has led to more sales based on previous customers' impressions on their experience. NAFG's goal is to provide exemplary customer service throughout the entire purchasing process to encourage repeat business and advocate services to other members. NAFG has been fortunate to experience multiple instances of leads generated based solely on word-of-mouth marketing though our existing customers.

Cross -promotion: National Auto Fleet Group is currently collaborating with another Sourcewell Vendor, NCL Government Capital to promote each other's products and services. NCL Government Capital specializes in providing competitive equipment financing programs for municipalities and public education entities across the United States. As a team, NCL and NAFG produced a variety of marketing materials such as videos, flyers and info graphs to promote purchasing and leasing opportunities.

Hoglund Bus Company is another cross -promotion vendor NAFG had the opportunity to create a partnership with. Flyers were created to advertise Chassis from NAFG along with a variety of bus bodies from Hoglund Bus Company.

With cross -promotion, companies exchange knowledge and provide endorsements on websites, social media, and email campaigns. This strategy creates an influx of new leads, brand awareness, increased sales and recurrence of customers. National Auto Fleet Group will continue to create new partnerships and facilitate more cross -promotion opportunities in the near future to provide turnkey solutions for a variety of vehicle purchasing needs.

Coming in 2022, National Auto Fleet Group will be launching a NAFG Partner Website to further increase business growth. The website www.nafgpartner.com is expected to launch next year in 2022. The site encourages body upfitting companies throughout the United States to partner up with NAFG to become a preferred member. The benefits of becoming a preferred member include endorsements on website and social media avenues along with word-of-mouth referral for clients with upfitting needs. Our dedicated public relations representative will conduct phone and in person meetings to discuss the advantages of partnering up with NAFG, therefore generating more cross -promotion opportunities.

Members from government agencies are encouraged to go on the site to search for local body upfitting companies they are interested in working with. As a prerequisite in becoming a preferred vendor, they are required to advertise NAFG and the Sourcewell contract on their business website and refer their clients to purchase their cab/chassis needs through NAFG. This establishes a partnership that will generate increased sales all around. We are still currently building the website and interacting with body companies across the United States that would be interested in partnering up with NAFG.

Bid Number: RFP 091521
Vendor Ni Page 174 of 547

DocuSign Envelope ID: CF25B13B-7809-48BC-B85D-F1A7A7104FDA 36 Describe your use of technology and digital
data (e.g., social media, metadata usage) to
enhance marketing effectiveness,
Social media plays a crucial element in the way people communicate and connect with each other.

Linkedln is the go -to platform used by NAFG as it offers a variety of ways to expand our network by locating and connecting with relevant professionals in the industry. National Auto Fleet Group has utilized Linkedln to engage current and potential members through personalized messages and posts. Personalized messages include thanking them for registering on site as well as directing them to on our link to the website, Linkedln, YouTube, Facebook and Instagram company pages. The goal is to unite with people already on our database as well as people that would benefit from our products and services. Current flyers or messages about our company are also posted on the Linkedln site to generate and attract more business. Time is also spent on reading posts from connections and observe any needs that National Auto Fleet Group may assist with.

National Auto Fleet Group has begun utilizing video marketing strategies to further promote and market products by engaging on social media channels and email flyers. Programs such as Vimeo, Video Scribe, Cartoon Animator, Adobe Animate, Illustrate, Captive, Photoshop and Movavi Video Editor Plus are employed to edit and create videos to assist in endorsing our company. The following videos were recently created by our marketing department along with outside video production companies:

Explainer Video: The first video created was a 90 second explainer video about National Auto Fleet Group that used animated characters to visualize our products and services along with information on the Sourcewell awarded contract. The video has been incorporated into all our weekly email flyers and social media platforms as an informative video on our products and how to purchase vehicles off Sourcewell Government Contract.

How To Videos: National Auto Fleet Group has also created step-by-step How -To videos on the process to purchase both Light Duty and Heavy -Duty vehicles off the contract.

In Stock Vehicles: This video showcases our in -stock vehicles available and the process of requesting a quote.

ETA Tracking System: This video was created to not only introduce but to encourage clients to self -track their vehicle status.

Holiday Themed Videos: These amusing videos were created to celebrate the holidays and add humor and lightness to our company and products sold.

Cross Promotion Video: This video markets our relationship with NCL Government Capital and Sourcewell to endorse EV vehicles.

Videos for social media: Mini videos were created to advertise new vehicles available, pricing and cutoff date reminders,
NAFG has recently introduced a newly built live chat feature on our website for customer convenience as well as improving customer service. Visitors have access to chat with a live sales representative 24 hours a day, 7 days a week. With this feature potential customers are provided with another avenue for assistance in addition to emailing and phone calls. The benefits of a live chat option include quicker response time to assist buyers in reaching a purchasing decision and answer their questions.

Improving customer service will also lead to increased sales, customer loyalty and engagement. Many studies have shown a strong correlation between live chat and increase in conversion rates. Potential clients appreciate having their questions answered in real-time when trying to build a vehicle quote online and allowing the user to multi -task different projects.
37 In your view, what is Sourcewell's role in
promoting contracts arising out of this RFP?
How will you integrate a Sourcewell-awarded
contract into your sales process?
Sourcewell's mission states: "Our commitment to service and exceeding client expectations." This statement integrates with our relationship marketing strategy with our commitment to go above and beyond for all our members. Sourcewell is a trusted brand that government entities can rely on to access a wide variety of products and services for their everyday needs. With over 40 years of partnerships and relationship building, they are the glue that connects government, education, and nonprofit agencies to companies of all sizes to offer turnkey solutions to their needs.

Sourcewell is also a reliable resource for vendors by not only connecting with potential prospects but by providing valuable marketing materials readily available for download on their website. Resources and tools provided include flyers, vendor training videos along with compliance information.

The Sourcewell brand integrates a thorough documentation review of all vendors prior to awarding their cooperative contracts to ensure products and services are from reputable vendors. The brand provides a sense of legitimacy of our company name and members recognize that products and services are from reliable sources that will meet their needs.

Sourcewell's aim is to simplify the purchasing and procurement process of government entities by eliminating the costly bidding procedure. The process of researching the right vendor is not only stressful and time- consuming but can be expensive as well. Sourcewell has completed the bidding for government entities which simplifies the overall purchasing process by providing access to competitively bid contracts procured by a government agency.

Sourcewell has provided NAFG with overwhelming opportunities to work with government agencies across the United States. The Sourcewell name represents a high standard of integrity and ethics which is a dynamic National Auto Fleet Group is proud to be part of. Sourcewell members have access to a contract that is more flexible than the standard bidding process. Sourcewell is an organization that aids government entities to stay competitive without the frustrations and issues involved with the traditional bidding process. This contract can be customized to meet the unique needs of each client. The sales team has incorporated not only this standard of integrity in their sales practice ensuring clients' purchasing needs will always be met.

The cost savings and stress -free nature of the cooperative contracts favors that of the traditional bidding process. It enables vendors to work with qualifying government entities in a more efficient manner. We vow to maintain these levels of standards across the board throughout all departments within the company.

Bid Number: RFP 091521
Vendor N; Page 175 of 547

DocuSign Envelope ID: CF25B13B-7809-48BC-B85D-F1A7A7104FDA 38 Are your products or services available
through an e -procurement ordering process? If
so, describe your e -procurement system and
how governmental and educational customers
have used it.

Our website provides a hands-on empowering approach to ordering vehicles online. Clients can search through many vehicles makes and models with the ability to customize a vehicle tailored to their specific needs of their agency. A personalized quote with pricing can be available in as little as 5 minutes depending on the complexity of the vehicle. If upfitting is needed, the buyer can list the details of the up -fit while building their vehicle on our website to receive a complete quote or a sales representative can be reached through phone, email or our new live chat feature built on our website.

We have recently created and uploaded a "How -To Videos" section on the homepage of our website which highlights a step-by-step process on how to build an online quote. This informative video demonstrates how to navigate the website in how to generate a vehicle quote with or without upfitting options. It begins by explaining how to register on our website as a member and then details on how to select vehicle model and type and the factory options needed.

Once a customized quote is built, clients have the option to finalize the sales transaction by submitting a purchase order to our sales team via email. This gives complete autonomy to the client to purchase vehicles without the need to speak to a sales rep. If assistance is needed, they can contact sales through email, live chat or phone.

If assistance is required to build a quote, our sales rep is also available to walk a client through the e - procurement process step by step. This ensures someone is available to answer any questions if needed and empowering the client to make any future purchases on their own. Clients may also call or email the needs of the company and receive a customized vehicle quote.

Table 8: Value -Added Attributes
Line Item
Question
Response"
39 Describe any product, equipment,
maintenance, or operator training
programs that you offer to Sourcewell
participating entities. Include details, such
as whether training is standard or
optional, who provides training, and any
costs that apply.

National Auto Fleet Group extends any and all product, equipment, maintenance and operating programs provided by the Manufacturer directly to Sourcewell participating entities during the quoting process. The manufacturer will provide quotes to the member based on the vehicles class and size, and geographic location.

NAFG will always pass these quotes onto members and treat them like an upfit to the vehicle. 40 Describe any technological advances that
your proposed products or services offer.

Technological accomplishments by Manufactures like Ford Motor Company and General Motors serve members by keeping many models available for members to choose from. Additionally, NAFG allows members the ability to choose to electrify their vehicle by opting into the Motive Power Systems we can still help supply this kind of an upfit. For more information, we have attached the product and pricing information within the "Upfits Available" and "AII 15 Manufactures" ZIP files under the supporting documents portion of the application. 41 Describe any "green" initiatives that relate
to your company or to your products or
services, and include a list of the
certifying agency for each.
. National Auto Fleet Group helped create the Climate Mayor Purchasing Collaborative by partnering with over 400 Mayors nationwide. This initiative was created for the benefit of members who wanted to create and sustain an all -electric fleet. We offer 100% purely electric vehicles your members to choose from. Some popular models include the Chevrolet Bolt, Ford Fusion, Ford Mustang Mach -E, as well as Ford's all electric F-150. We are confident that as more OEM's continue to manufacture new electric vehicles, we will provide them for members to select from. More information about this initiative can be found at www.Driveevfleet.org 42 Identify any third -party issued eco-labels,
ratings or certifications that your company
has received for the equipment or
products included in your Proposal related
to energy efficiency or conservation, life -
cycle design (cradle -to -cradle), or other
green/sustainability factors.

NAFG has the California Air Resource Board (GARB) Certificate as well as the Ford Qualified Vehicle Modifier Certificate on file with some of our partner suppliers and upfitters hold these certifications and these certifications help illustrate how each vehicle conserves energy and remains energy efficient. 43 Describe any Women or Minority
Business Entity (WMBE), Small Business
Entity (SBE), or veteran owned business
certifications that your company or hub
partners have obtained. Upload
documentation of certification (as
applicable) in the document upload
section of your response.

NAFG holds a current partnership with many suppliers some of which are veteran owed such as Pacific Truck Body located in CA. Our Ford, Chevrolet and Ram,Jeep,Dodge,Chrysler stores are jointly owned and operated by Minorities.
44 What unique attributes does your
company, your products, or your services
offer to Sourcewell participating entities?
What makes your proposed solutions
unique in your industry as it applies to
Sourcewell participating entities?
. National Auto Fleet Group was not only built on dedication and hard work, but also through quantifiable metrics that directly measure the results of our efforts to ensure real goals are being measured and met.

Through measuring results, NAFG takes responsibility in ensuring we deliver only the best customer care to your members. NAFG offers members 24 hour website access to customer support to personably walk members through any questions they may have. No matter what the issue may be, we always think outside the box to help members find a solution.

Bid Number: RFP 091521
Vendor N. Page 176 of 547

DocuSign Envelope ID: CF25B13B-7809-48BC-B85D-F1A7A7104FDA Table 9A: Warranty
Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below.

Line Item
Question
Response"'
"
45 Do your warranties cover all products, parts, and labor? Each of the 15 manufactures we represent cover their own products, parts, and labor. All warranty information may be found in our attachments under the ZIP File "AII 15 Manufactures".
46 Do your warranties impose usage restrictions or other limitations that adversely affect coverage?
Prior to purchase, members should be aware of each manufacturer's restrictions. Such as improper use of the vehicle may result in disqualification of coverage under the OEM's warranty. An example of this may be an F-350 being used for a police related pursuit, which may void certain warranties. Although, we always welcome and encourage members to contact us for their particular warranty coverage.
47 Do your warranties cover the expense of technicians' travel time and mileage to perform warranty repairs?
In some cases, manufacturers will tow a member's vehicle to the nearest warranty repair facility in case of a breakdown and cover expenses, but prior approval is required. 48 Are there any geographic regions of the United States or Canada (as applicable) for which you cannot provide a
certified technician to perform warranty repairs? How will Sourcewell participating entities in these regions be provided service for warranty repair?
This may vary from manufacturer to manufacturer. Thus, we encourage members to call in prior to purchase and inquire about their specific region and how their warranty repairs will be covered with their manufacturer.
49 Will you cover warranty service for items made by other manufacturers that are part of your proposal, or are these warranties issues typically passed on to the original
equipment manufacturer?
AII warranties are typically passed on to the original equipment manufacturer and any upfit warranty will be passed on to the upfitter to perform.
50 What are your proposed exchange and return programs and policies?
If a member changes their mind, NAFG will quickly make every effort to change or cancel the order with the factory. However, once the manufacturer begins producing the vehicle, there are no changes, exchanges, or refunds available. The order is then deemed non -cancellable.

This includes any upfit equipment an upfitter has ordered for the unit. 51 Describe any service contract options for the items included in your proposal.

NAFG offers any and all manufacturer service contracts for all members. There are several parameters in which a service contract may be customizable. These customized service contracts will be treated as add factory options and following the same discount schedule provided in the pricing file.

Table 9B: Performance Standards or Guarantees
Describe in detail your performance standards or guarantees, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your performance materials (if applicable) in the document upload section of your response in addition to responding to the questions below.

Line
Item
Question
Response"
52 Describe any performance standards or guarantees
that apply to your services
The only guarantee we can ever provide is the guarantee that we will treat and help every member that contacts with respect, integrity and professionalism. 53 Describe any service standards or guarantees that
apply to your services (policies, metrics, KPIs, etc.)
NAFG and staff uphold high standards with how we provide service to the members, not only holding each other accountable but by embracing member feedback of how we can improve. Then we act " upon it and implement improvements.

Table 10: Payment Terms and Financing Options
Line
Rem
Question
Response"
54 Describe your payment terms and accepted payment
methods?
Standard payment terms are Net 20, with a 10 — day grace period. 55 Describe any leasing or financing options available for use by educational or governmental entities.
. In order to provide leasing or financing options, NAFG has partnered with National Cooperative Leasing to offer leasing terms for Sourcewell members for all NAFG quotes under the Sourcewell contract. For further " review, we have attached a PDF called "NCL Sample Lease" in the "Member Walk Through" Zip file. 56 Describe any standard transaction documents that you propose to use in connection with an awarded contract
(order forms, terms and conditions, service level
agreements, etc.). Upload a sample of each (as
applicable) in the document upload section of your
response.

National Auto Fleet Group's transaction process (Purchase Order) is closely tracked, well documented, and neatly organized to monitor each transaction performed through our Sourcewell Contract. This way, NAFG may produce swift and accurate quarterly reporting.
57 Do you accept the P -card procurement and payment
process? If so, is there any additional cost to
Sourcewell participating entities for using this process? Yes, NAFG accepts up to $2,500 per vehicle. However, any dollar amount higher than $2,500 will require a P - card/ Credit Card transactional fee that would be passed onto the member " Bid Number: RFP 091521
Vendor N. Page 177 of 547

DocuSign Envelope ID: CF25B13B-7809-48BC-B85D-F1A7A7104FDA Table 11: Pricing and Delivery
Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as described in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form.

Line
Item
Question.

Response*
58 Describe your pricing model (e.g., line -item discounts or product -category discounts). Provide detailed pricing data (including standard or list pricing and the Sourcewell discounted price) on all of the items that you want Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal. Upload your pricing materials (if applicable) in the document upload section of your response.

National Auto Fleet Group is offering Line -Item Discounts Off Manufacture Suggested Retail Price for 15 manufacturers that is detailed in the Price File.

NAFG will also offer any Upfits to be added to any and all vehicles' that members wish to add. Details are located on the Price Summary Page in the Price File. *
*
59 Quantify the pricing discount represented by the pricing proposal in this response. For example, if the pricing in your response represents a percentage discount from MSRP or list, state the percentage or percentage range.

NAFG has an provided offerings from 15 Brands/OEMS and there respective percentage off vary and are detailed in the "Price File" zip Each Manufacture Range is detailed in the tabs below, here is an overview
Chevrolet from -.077 to 24.45
Ford Motor Company from -5.19 to 23.31 %
GMC from 6.14 to 22.45 %
Ram from 4.99 to 14.23 %
Dodge from 3.09 to 9.96 %
Jeep from 1.38 to 4.17 %
Chrysler from 1.65 to 4.55 %
Toyota from .03 to 8.98 %
Honda from 1.34 to 4.9 %
Nissan from -.085 to 14.61 %
Buick from 2.36 to6.08
Kia from .69 to 8.39 %
BMW from 3.8 to 4.77 %
Cadillac from 4.22 to 6.77 %
Volkswagen from 2.17 to 2.46 %
60 Describe any quantity or volume discounts or rebate programs that you offer.

If clients are considering an order of 150 or more units, we encourage members to contact us for any additional discounted quotes.
61 Propose a method of facilitating "sourced" products or related services, which may be referred to as "open market" items or "nonstandard options". For example, you may supply such items at cost" or "at cost plus a percentage," or you may supply a quote for each such request. "Open Market" products or "Sourced Goods" will be considered and treated as regular upfits. However, they may be quoted up to a 10% mark up, if applicable. 62 Identify any element of the total cost of acquisition that is NOT included in the pricing submitted with your response. This includes all additional charges associated with a purchase that are not directly identified as freight or shipping charges. For example, list costs for items like pre- delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer.

All considerations have already been taken into account in its entirely. The Price Summary Page and Price Table contained in the price file includes all considered costs. Although if a member requested a specialized quote for a unique situation that requires special training, direction, or installation, the additional costs would be added as a part of the upfit and then included inside the member's quote. 63 If freight, delivery, or shipping is an additional cost to the Sourcewell participating entity, describe in detail the complete freight, shipping, and delivery program.

All manufactures charge a standard "Factory Destination Charge". However, that is separate from the freight/destination cost that members may incur to ship a vehicle to and from an installer, if applicable. These subsequent locational movements may bare additional freight costs that will be outlined within the members quote for their review prior to purchase.
64 Specifically describe freight, shipping, and delivery terms or programs available for Alaska, Hawaii, Canada, or any offshore delivery.

Freight, shipping, and delivery terms among these regions sometimes carry additional logistical charges for added ferry, port and driver costs from both to and from the mainland. These added costs will be disclosed on the quote for members to review and approve prior to purchase.
65 Describe any unique distribution and/or delivery methods or options offered in your proposal.

National Auto Fleet Group already has a well -established Automobile Franchise Distribution Network that allows for swift and relatively seamless delivery to members and their end users.

Table 12: Pricing Offered
Line
Item
The Pricing Offered in this Proposal is:"
Comments
66 c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments.

NAFG Strives to offer the best
overall value to the member with
each and every quote.

Bid Number: RFP 091521
Vendor N; Page 178 of 547

DocuSign Envelope ID: CF25B13B-7809-48BC-B85D-F1A7A7104FDA Table 13: Audit and Administrative Fee
Line
Item
Question
Response
rt
67 Specifically describe any self -audit process or program that you plan to employ to verify compliance with your proposed Contract with Sourcewell. This process includes ensuring that Sourcewell participating entities obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to Sourcewell. Provide sufficient detail to support your ability to report quarterly sales to Sourcewell as described in the Contract template.

Sourcewell participating members are able to obtain proper pricing directly from our website, where they are able to use our user-friendly design to build and price their vehicles. The NAFG is updated daily to reflect updated manufacturer MSRP information. Our system will provide members with an accurate quote 99.99% of the time. In addition, NAFG has a stream line and organized process hat calculates administrative fees and allows NAFG to give a turnaround time of 15 — 30 days for quarterly reports.
68 If you are awarded a contract, provide a few examples of internal metrics that will be tracked to measure whether you are having success with the contract.

One of the intemal metrics NAFG uses to track and measure success with the Sourcewell Contract is maintained through our website. Our website keeps a detailed log of quotes that members are generating. We oversee and keep track of how many quotes are being generated and which quotes are met with a purchase order, Every month we evaluate our sales indicators and closely monitor the volume and frequency of sales.

One example is by evaluating which members are purchasing from our platform — new members or frequent members to ensure we are growing our member base. We use these metrics to measure our projected growth rate and work to exceed our expectations.
69 Identify a proposed administrative fee that you will pay to Sourcewell for facilitating, managing, and promoting the Sourcewell Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per -unit fee; it is not a line -item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.)
NAFG will submit $ 300 per vehicle purchased through NAFG and $ 200 per vehicle purchased though our partner dealer Alan Jay Automotive. For the purpose of an admin fee there are no other partner dealer groups considered.

Table 14A: Depth and Breadth of Offered Equipment Products and Services Line
Item
Question
Response
70 Provide a detailed description of the equipment,
products, and services that you are offering in your
proposal.

NAFG has provided a "Model Roll Out" Charts in the "Price File" zip, but of the 15 manufacturers we represent, they have over 100 makes and models for members to choose from that range from Class 1-3 and supporting Class 4 Cab and Chassis trucks. NAFG's platforms can add any upfit of their choosing, ranging from toolboxes to Line Mechanic Bodies. Any and all upfits can be added to any one of our vehicles through one of our upfit partner suppliers or by an upfit supplier of the members choosing. NAFG and the supplier will work together to supply members with turnkey quotes. 71 Within this RFP category there may be subcategories
of solutions. List subcategory titles that best describe your products and services.

National Auto Fleet Group lists the makes and models of all 15 manufacturers we represent under the ZIP File "AII 15 Manufactures". These 15 OEMs make up over 100 combined makes, models, and engine combinations for members to select from along with several subtitle "Upfits" detailed for members in the price file.

Table 14B: Depth and Breadth of Offered Equipment Products and Services Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided, as necessary.

Line Item
Category or Type
Offered *
Comments
72 Automobiles
a Yes
r No
15 Manufacturers totaling well above 700
makes and models
73 Sport Utility Vehicles
G Yes
r No
15 Manufacturers totaling well above 700
makes and models
74 Vans
a Yes
r No
15 Manufacturers totaling well above 700
makes and models
75 Trucks
r Yes
r No
15 Manufacturers totaling well above 700
makes and models
76 Vehicles described in Lines 72-75 above for Public Safety applications
a Yes
r No
15 Manufacturers totaling well above 700
makes and models
77 Conventional internal combustion models
r. Yes
r No
15 Manufacturers totaling well above 700
makes and models
78 Natural gas or propane autogas, hybrid, or alternative fuel models
a Yes
r No
15 Manufacturers totaling well above 700
makes and models
79 Electric powered models
r Yes
r No
15 Manufacturers totaling well above 700
makes and models
Bid Number: RFP 091521
Vendor N; Page 179 of 547

DocuSign Envelope ID: CF25B13B-7809-48BC-B85D-F1A7A7104FDA Table 15: Exceptions to Terms, Conditions, or Specifications Form Line Item 80. NOTICE: To identify any exception, or to request any modification, to the Sourcewell template Contract terms, conditions, or specifications, a Proposer must submit the exception or requested modification on the Exceptions to Terms, Conditions, or Specifications Form immediately below. The contract section, the specific text addressed by the exception or requested modification, and the proposed modification must be identified in detail. Proposer's exceptions and proposed modifications are subject to review and approval of Sourcewell and will not automatically be included in the contract.

Conti
ct Si
eta
Term, Condition, or Specific
Exception or Proposed Modific
io
Documents
Ensure your submission document(s) conforms to the following:

1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.

2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.

3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.

4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan."
• Pricirj - NAFG Price File for Bid 091521.zip - Monday September 13, 2021 19:29:27 • Financial Strength and Stability - Market Success and Financial Stability.zip - Monday September 13, 2021 19:30:12 • Marketing Plan/Samples - Marketing Plan Compressed.zip - Tuesday September 14, 2021 11:38:30 • WMBE/MBE/SBE or Related Certificates - Insurance and Related Documents.zip - Tuesday September 14, 2021 11:40:18 • Warranty Information - Warranties RFP 091521.zip - Tuesday September 14, 2021 11:40:36 • Standard Transaction Uocumena Sam_?les - Standard Transaction.zip - Monday September 13, 2021 19:54:48 • U I�oad_Addittonal ©ocunnent - ALL 15 Makes and Upfits.zip - Tuesday September 14, 2021 11:35:54 Bid Number: RFP 091521
Vendor Ni Page 180 of 547

DocuSign Envelope ID: CF25B13B-7809-48BC-B85D-F1A7A7104FDA Addenda, Terms and Conditions

PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE
I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance:

1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence.

2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award.

3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant (an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation.

4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired.

5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation.

6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract.

7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract.

8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first -quality products and related services to Sourcewell Members under an awarded Contract.

9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.

10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety.

Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act.

11. Proposer its employees, agents, and subcontractors are not:

1. Included on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https.// www.treasury_goviofac/downbads/sdnlistWf;

2. Included on the government -wide exclusions lists in the United States System for Award Management found at: https://sam.gov/SAM/; or

3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation. l By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Jesse Cooper, Fleet Manager, 72 Hour LLC
The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r Yes a No
The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document.

Bid Number: RFP 091521
Vendor Ni Page 181 of 547

DocuSign Envelope ID: CF25B13B-7809-48BC-B85D-F1A7A7104FDA Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda.

Addendum_6_ Autos_SUVs_Vans_Trucks_RFP_091521
Wed September 8 2021 06:27 PM
Addendum 5_ Autos _$UVSVans_Trucks_RFP_091521
Tue September 7 2021 07:28 P_M
Addendum_4_ Autos_SUVs_Vans_Trucks_RFP_091521
Thu August 26 2021 05:55 PM
Addendum 3 Autos _SUVs_Vans_Trucks_RFP_091521
Mon August -23-2021 09:47 AM
Addendum202_ Autos_SUVs_Vans_Trucks_RFP_091521
Sun August -6 21 09:02 PM
Addendum_1_ Autos_SUVs_Vans_Trucks_RFP_091521
Thu August 32021 03:58 PM
reviewed the
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chmnts (If
applicable)
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Bid Number: RFP 091521
Vendor Ni Page 182 of 547

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

AGENDA REPORT
TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Bernardo Iniguez, Director of Public Works/Facilities Karla Gonzalez, Senior Management Analyst
SUBJECT: CONSIDERATION OF PROFESSIONAL SERVICES AGREEMENT

WITH KOA CORPORATION FOR PLANNING AND ENGINEERING

SERVICES FOR THE DEVELOPMENT OF A SAFE STREETS FOR

ALL ACTION PLAN
DATE: January 13, 2025
RECOMMENDATION:

It is staff's recommendation that the City Council:

1. Adopt the attached Resolution; and

2. Authorize the City Manager to execute a Professional Services Agreement with KOA Corporation for planning and engineering services to develop a Safe Streets for All Action Plan, subject to City Attorney approval as to form.

BACKGROUND/ DISCUSSION:

On November 15, 2021, the federal Bipartisan Infrastructure Law established the Safe Streets and Roads for All (SS4A) Program. The SS4A Program supports the development, completion, or supplementation of a comprehensive safety action plan (Action Plan) that identifies the most significant roadway safety concerns in a community and the implementation of projects and strategies to address roadway safety issues.

Currently, the City of BeII Gardens (City) Systemic Safety Analysis Report Program (SSARP) assists the City in performing collision analyses at intersections, identifies safety issues on the City's roadway network, and recommends systemic low-cost countermeasures, while the Complete Streets Plan strategically identifies and creates a plan that will achieve the City's overall vision for a comprehensive transportation system that addresses an increase in active modes of transportation (walking and biking), reduces greenhouse gas emissions, increases roadway users' safety, increases transit ridership, reduces vehicle trips, and creates an overall cohesive city with no transportation gaps.

The City was awarded $200,529 in Federal Highway Administration (FHWA) grant funds

through the SS4A Program to update components of the City's existing SSARP, which was prepared in 2019, and the City's existing Complete Streets Plan, which was prepared in 2020, to create a conforming Action Plan which will enable the City to pursue grant funds for implementation of projects in future cycles of the SS4A Program. On February 26, 2024, the City Council approved a pass -through agreement with the Los Angeles County Metropolitan Transportation Authority (LACMTA) to receive the funds.

On October 16, 2024, the City released a Request for Proposals (RFP) seeking planning and engineering services to develop the conforming Safe Streets for All Action Plan. The RFP was posted on the City's website and advertised on the City's social media platforms.

On November 6, 2024, the City received proposals from three (3) firms: KOA Corporation, Bowman Consulting Group Ltd., and General Technical Solutions (GTS).

The proposals were reviewed and scored based on their completeness in response to the following evaluation criteria outlined in the RFP:
• Experience providing similar services with other public agencies • Proposed staff's experience with services requested in the RFP • Understanding of the work to be performed
• References
• Fee proposal
The table below illustrates the total scores for each of the submitted proposals:

Score
KOA

97.00 Bowman

85.40 GTS

82.40 Although agreements for professional services need not be awarded to the lowest responsible bidder, cost may be considered as a factor. The table below illustrates a comparison of the rates offered by the firms:

Proposed Fee
KOA
$ 213,300.00
Bowman
$ 199,989.00
GTS
$ 200,380.00
Optional Task
$ 21,000.00
N/A
N/A
In determining a recommendation, staff emphasizes that expertise, project approach, qualifications, and costs are important factors to consider. KOA's proposal demonstrated that their firm understands the City's demands and requirements.

Additionally, the firm possesses extensive experience in delivering similar services to a variety of agencies in Los Angeles County and they have developed a solid reputation for providing outstanding services. KOA is very familiar with the Bell Gardens community as they developed the Complete Streets Plan for the City in February 2020, as well as the Circulation Element Update in April 2022.

CONCLUSION:

It is recommended that the City Council adopt the attached Resolution approving a Professional Services Agreement with KOA Corporation in an amount not -to -exceed $234,300 to provide planning and engineering services to the City to develop a Safe Streets for All Action Plan.

FISCAL IMPACT:

Funds for contracted services are included in the FY 2024-2025 budget. The City will receive $200,529 in FHWA grant funds and provide a match of $50,132.25 in Gas Tax funds, for a total amount of $250,661.25 available for the development of a Safe Streets for All Action Plan.

APPROVED ELECTRONICALLY BY:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney
Manuel Carrillo, Director of Finance and Administrative Services

RESOLUTION NO. 2025-03

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

GARDENS, CALIFORNIA, APPROVING A PROFESSIONAL SERVICES

AGREEMENT BY AND BETWEEN THE CITY OF BELL GARDENS AND

KOA CORPORATION FOR PLANNING AND ENGINEERING SERVICES

FOR THE DEVELOPMENT OF A SAFE STREETS FOR ALL ACTION
PLAN
WHEREAS, the City of Bell Gardens ("City") was awarded a grant in the amount of $200,529 through the Safe Streets and Roads for All ("SS4A") Program to update components of the City's existing Complete Streets Plan and Systemic Safety Analysis Report Program (SSARP) to create a comprehensive and conforming Action Plan; and WHEREAS, on February 26, 2024, the City Council approved a pass -through agreement with the Los Angeles County Metropolitan Transportation Authority (LACMTA) to receive the funds; and
WHEREAS, on October 16, 2024, the City released a Request for Proposals for Planning and Engineering Services for the Development of a Safe Streets for All Action Plan ("RFP") in accordance with the Bell Gardens Municipal Code, Federal law, and State law; and
WHEREAS, on November 6, 2024, the City received proposals from three (3) firms; and
WHEREAS, City staff reviewed the proposals and determined that KOA Corporation is the most qualified firm to perform such professional services by virtue of its experience, training, education, and expertise; and WHEREAS, the City desires to enter into a Professional Services Agreement with KOA Corporation for planning and engineering services to develop a Safe Streets for All Action Plan.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of BeII Gardens as follows:

SECTION 1. The City Council, after consideration of the staff report and presentation, discussion, oral testimony and evidence presented to the City Council, hereby finds that the above recitals are true and correct and incorporate them herein.

SECTION 2. The City Council hereby approves a Professional Services Agreement for Planning and Engineering Services for the Development of a Safe Streets for All Action Plan by and between the City and KOA Corporation in a form approved by the City Attorney.

Resolution No. 2025-03
SECTION 3. The City Council further authorizes the City Manager to execute the Professional Services Agreement between the City and KOA Corporation, consistent with this resolution along with any ancillary documents reasonably necessary to effectuate the intent of this Resolution.

SECTION 4. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.

PASSED, APPROVED, and ADOPTED this 13th day of January, 2025.

THE CITY OF BELL GARDENS
Jorgel Chavez, Mayor
APPROVED AS TO FORM: ATTEST:

Stephanie Vasquez
City Attorney
2 of 3
Daisy Gomez
City Clerk

Resolution No. 2025-03
I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that City Council Resolution No. was adopted by the Bell Gardens City Council at a regular meeting of the City Council held on , and was approved and passed by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
3 of 3

2025

PROFESSIONAL SERVICES AGREEMENT
(Engagement: Planning and Engineering Services for the Development of a Safe Streets for All Action Plan)
(Parties: KOA Corporation and City of Bell Gardens)
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, "Agreement") is made and entered into this day of 2025 (hereinafter, the "Effective Date") by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and KOA CORPORATION (hereinafter, "CONSULTANT"). For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term "Parties." The capitalized term "Party" may refer to CITY or CONSULTANT interchangeably, as appropriate.

RECITALS
WHEREAS, CITY requires planning and engineering services related to the development of a safety action plan as well as updates to the CITY's existing "Citywide Complete Streets Plan" and "Systematic Safety Analysis Report"; and WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and
WHEREAS, the execution of this Agreement was approved by the Bell Gardens City Council at its Regular Meeting.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:

I .

ENGAGEMENT TERMS

1.1 SCOPE OF WORK:

A. Subject to the terms and conditions of this Agreement, CONSULTANT agrees to provide the services and tasks described in that certain Request for Proposals of CITY entitled "Request for Proposals for Planning and Engineering Services for the Development of a Safe Streets for All Action Plan" (hereinafter, "CITY RFP") dated October 16, 2024, and the written proposal of CONSULTANT entitled "City of Bell Gardens Proposal for Planning and Engineering Services for the Development of a Safe Streets for All Action Plan" (hereinafter, the "CONSULTANT Proposal") dated November 6, 2024. The CITY RFP and the CONSULTANT Proposal are attached and incorporated hereto as Exhibit "A" and "B" respectively. The term "Scope of Work" shall be a collective reference to the CITY RFP and the CONSULTANT PROPOSAL. The capitalized term "Work" shall be a collective reference to all the various services and tasks referenced in the

Scope of Work. In the event of any conflict or inconsistency between the provisions of the document entitled CITY RFP and the provisions of the document entitled CONSULTANT PROPOSAL, the requirements of the document entitled CITY RFP shall govern and control but only to the extent of the conflict or inconsistency and no further. In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.

1.2 PROSECUTION OF WORK:

A. Time is of the essence of this Agreement and each and every provision contained herein. The Work shall be commenced within three (3) calendar days of CITY's issuance of a Notice to Proceed. CONSULTANT shall complete the various tasks identified in the Scope of Work within the timeframes set forth in the Scope of Work and shall complete all of the Work by or before June 30, 2026 (the "Completion Date");
B. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors or agents; C. CONSULTANT shall not claim or be entitled to receive any compensation or damage because of the failure of CONSULTANT, or its subconsultants, to have related services or tasks completed in a timely manner; CONSULTANT shall at all times enforce strict discipline and good order among CONSULTANT's employees; and
E. CONSULTANT, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

1.3 COMPENSATION: CONSULTANT shall perform the Work in accordance with "City of BeII Gardens Fee Proposal" (hereinafter, the "FEE SCHEDULE"), which is attached and incorporated hereto as Exhibit "C." The foregoing notwithstanding, CONSULTANT's total compensation for the performance of all Work contemplated under this Agreement, will not exceed the total budgeted aggregate sum of TWO

HUNDRED THIRTY-FOUR THOUSAND THREE HUNDRED DOLLARS
($234,300) (hereinafter, the "Not -to -Exceed Sum") during the prosecution of this Agreement, unless such added expenditure is first approved by the City Council.

In the event CONSULTANT's charges are projected to exceed the Not -to -Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT's performance pending CITY approval of any anticipated expenditures in excess of the Not -to -Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.

1.4 PAYMENT OF COMPENSATION: Following the conclusion of the work requested in Section 1.1, CONSULTANT shall submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded 2

calendar month, including services and tasks performed and the reimbursable out- of-pocket expenses incurred. If the amount of CONSULTANT's compensation is a function of hours worked by CONSULTANT's personnel, the invoice should indicate the number of hours worked, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONSULTANT in writing of any disputed amounts included in the invoice.

Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice. CITY will not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.

1.5 ACCOUNTING RECORDS: CONSULTANT will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY will have the right to access and examine such records, without charge, during normal business hours. CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

1.6 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, CONSULTANT will deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT will only be compensated for the reasonable value of the services, tasks and other Work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT's cessation or abandonment.

1.7 FHWA REQUIRED FEDERAL PROVISIONS AND CERTIFICATIONS: The FHWA Required Federal Provisions and Certifications set forth in Exhibit "D" are incorporated as part of this Agreement. Each CONSULTANT and Subconsultant will be subject to these federal provisions and certifications. The CONSULTANT must include these provisions and certifications with all subcontracts.

1.8 RC -DBE INSTRUCTIONS TO METRO SUBRECIPIENT AGENCIES: The RC - DBE Instructions for Metro Subrecipient Agencies set forth in Exhibit "E" are incorporated as part of this Agreement. Each CONSULTANT and Subconsultant will be subject to DBE requirements and flow down clauses. The CONSULTANT is required to meet this 6% DBE goal or demonstrate Good Faith Efforts as a condition of the award of this Contract. The CONSULTANT must include these RC -DBE instructions with all subcontracts.
3

II.

PERFORMANCE OF AGREEMENT

2.1 CITY'S REPRESENTATIVE: The CITY hereby designates Bernardo Iniguez, Director of Public Works/Utilities (hereinafter, the "City Representative") to act as its representative for the performance of this Agreement. The City Representative or their designee will act on behalf of the CITY for all purposes under this Agreement. CONSULTANT will not accept directions or orders from any person other than the City Representative or their designee.

2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates Michael Nilsson, AICP CTP, Principal / Director of Planning, to act as its representative for the performance of this Agreement (hereinafter, "Consultant Representative").

Consultant Representative will have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. Consultant Representative or their designee will supervise and direct the performance of the Work, using their most qualified skill and attention, and will be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the Consultant Representative will constitute notice to CONSULTANT.

2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:

CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and will be available to CITY staff and the City Representative at all reasonable times. All work prepared by CONSULTANT will be subject to inspection and approval by City Representative or their designees.

2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:

A. CONSULTANT will perform all Work skillfully, competently and to the degree of skill normally employed by professionals engaged to perform similar services as those required to perform the Work required herein, including but not limited to, same time, same geographic area and same size and scope;
B. CONSULTANT shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the CITY to perform the Work within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Work performed and completed as required by the Agreement, and subject to the approval of the CITY's authorized representative;
C. CONSULTANT will perform all Work in a manner reasonably satisfactory to the CITY;
CONSULTANT will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government 4

Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.). CONSULTANT shall be liable for all violations of such laws and regulations in connection with the Work. If CONSULTANT performs any work knowing it to be contrary to such laws, rules and regulations, CONSULTANT shall be solely responsible for all costs arising therefrom; E. CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
F. All of CONSULTANT's employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONSULTANT; and
G. All of CONSULTANT's employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.

The Parties acknowledge and agree that CONSULTANT will perform, at CONSULTANT's own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT's failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONSULTANT's employees, agents, contractors, subcontractors and subconsultants. Such effort by CONSULTANT to correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendar days from the date of discovery or such other extended period of time authorized by the City Representative in writing and in their sole and absolute discretion. The Parties acknowledge and agree that CITY's acceptance of any work performed by CONSULTANT or on CONSULTANT's behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the standard of care of CONSULTANT's profession.

2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY's willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of CONSULTANT's duties or obligations under this Agreement without the prior 5

written consent of the CITY. In the absence of CITY's prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.

2.6 SUBSTITUTION OF KEY PERSONNEL: CONSULTANT has represented to CITY that certain key personnel will perform and coordinate the Work under this Agreement. Should one or more of such personnel become unavailable, CONSULTANT may substitute other personnel of at least equal competence upon written approval of CITY. In the event that CITY and CONSULTANT cannot agree as to the substitution of key personnel, CITY shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Work in a manner acceptable to the CITY, or who are determined by the CITY to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONSULTANT at the request of the CITY.

2.7 CONTROL AND PAYMENT OF SUBORDINATE; INDEPENDENT
CONTRACTOR: The Work will be performed by CONSULTANT or under CONSULTANT's strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT's competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY's confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONSULTANT are not employees of CITY and will at all times be under CONSULTANT's exclusive direction and control. CONSULTANT will pay all wages, salaries and other amounts due to such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULTANT will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers' compensation insurance and the like.

2.8 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT's officers, employees, agents, contractors, subcontractors or subconsultants are determined by the City Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT's officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by CONSULTANT and will not be reassigned to perform any of the Work.

2.9 COMPLIANCE WITH LAWS: CONSULTANT will keep itself informed of and in compliance with all applicable federal, state or local laws to the extent such laws 6

control or otherwise govern the performance of the Work. CONSULTANT's compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the Federal Department of Housing and Urbanization.

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

2.11 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY.

CONSULTANT will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants.

CONSULTANT and all persons retained or employed by CONSULTANT will have no authority, express or implied, to bind CITY in any manner, nor to incur any obligation, debt or liability of any kind on behalf of, or against, CITY, whether by contract or otherwise, unless such authority is expressly conferred to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.

III.

INSURANCE

3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT will procure and maintain the following insurance coverage, at its own expense:

A. Commercial General Liability Insurance: CONSULTANT will procure and maintain Commercial General Liability Insurance ("CGL Coverage") as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.

B. Automobile Liability Insurance: CONSULTANT will procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.
7

C. Workers' Compensation Insurance/ Employer's Liability Insurance: A policy of workers' compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Work contemplated in this Agreement.

D. Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT will procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT's profession. Such coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per claim.

3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance will contain an endorsement naming the CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers as additional insureds.

3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from insurers who, according to the latest edition of the Best's Insurance Guide, have an A.M. Best's rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor's rating of no less than BBB according to the latest published edition of the Standard & Poor's rating guide. As to Workers' Compensation Insurance/ Employer's Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.

3.4 PRIMACY OF CONSULTANT'S INSURANCE: All policies of insurance provided by CONSULTANT will be primary to any coverage available to CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY's elected or appointed officials, officers, employees, agents or volunteers will be in excess of CONSULTANT's insurance and will not contribute with it.

3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement will not prohibit CONSULTANT or CONSULTANT's officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY, its officials, officers, employees agents and volunteers.

3.6 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands and agrees, that CITY's ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY's financial 8

well-being and, indirectly, the collective well-being of the residents of the CITY.

Accordingly, CONSULTANT warrants, represents and agrees that it will furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed by a person authorized by that insurer to bind coverage on its behalf, and will be on forms provided by the CITY if requested. All certificates of insurance and endorsements will be received and approved by CITY as a condition precedent to CONSULTANT's commencement of any Work. Upon CITY's written request, CONSULTANT will also provide CITY with certified copies of all required insurance policies and endorsements.

3.7 FAILURE TO MAINTAIN COVERAGE: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments. In the alternative, CITY may cancel this Agreement effective upon notice.

3.8 SPECIAL RISKS OR CIRCUMSTANCES. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

IV.

INDEMNIFICATION

4.1 The Parties agree that CITY and CITY's elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the "City Indemnitees") should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys' fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the City Indemnitees with the fullest protection possible under the law. CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT's commitment to indemnify, defend and protect CITY as set forth herein.

Notwithstanding the foregoing, to the extent CONSULTANT's Work are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

CONSULTANT's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents or volunteers.

4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the City Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys' fees, 9

expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with CONSULTANT's performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.

4.3 CITY shall have the right to offset against the amount of any compensation due to CONSULTANT under this Agreement, any amount due to CITY from CONSULTANT as a result of CONSULTANT's failure to either pay CITY promptly for any costs associated with CONSULTANT's obligations to indemnify the City Indemnitees under this Article, or related to CONSULTANT's failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers' compensation laws.

4.4 The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers' compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY's elected and appointed officials, officers, employees, agents, and volunteers.

4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY's elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT's subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of CITY's choice.

4.6 CITY does not, and shall not, waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.

4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.

4.8 WORK OF CONSULTANT'S DESIGN PROFESSIONALS SERVICES: The duty to indemnify, defend and hold harmless as set forth under this subsection shall 10

apply to the negligence, recklessness or willful misconduct of any individual who qualifies as a "design professional" within the meaning of subsection (c)(2) of Section 2782.8 of the California Civil Code in so far as such negligence, recklessness or willful misconduct occurs in the performance, work or activities that must be performed by a "design professional." Subject to the limitation of the preceding sentence, to the fullest extent permitted by law, CONSULTANT shall immediately defend and indemnify and hold harmless the City Indemnities, defined above, from and against any and all liability, loss, damage, expense, cost (including without limitation reasonable attorneys' fees, expert fees and all other costs and fees of litigation) of every nature arising out of the negligence, recklessness, or willful misconduct of CONSULTANT or any of CONSULTANT's officers, employees, servants, agents, contractors, subcontractors or authorized volunteers or any other person or entity involved by, for, or with or on behalf of CONSULTANT in the performance of design professional services under this Agreement. The Parties understand and agree that the duty of CONSULTANT to indemnify, defend and hold harmless pursuant to this subsection includes the duty to defend as set forth in Section 2778 of the California Civil Code. CONSULTANT's obligation to indemnify applies unless it is adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party. If it is adjudicated that liability is caused by the comparative active negligence or willful misconduct of an indemnified party, then CONSULTANT's indemnification obligation shall be reduced in proportion to the established comparative liability.

4.9 WORK OF ALL OTHER PERSONS/NON-DESIGN PROFESSIONALS: Except as otherwise provided under Section 4.2 of this Article, above, to the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless the City Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys' fees, expert fees and all other costs and fees of litigation) of every nature to the extent caused by CONSULTANT's negligent performance under this Agreement, including but not limited to the negligent acts, errors or omissions of CONSULTANT or CONSULTANT's officers, employees, agents, servants, contractors, subcontractors or subconsultants or the failure of the same to comply with any of the duties, obligations or standards of care set forth herein. The duty to indemnify, defend and hold harmless under this subsection shall not encompass a duty to indemnity, defend or hold harmless for liability, loss, suit, damage, expense, or cost caused by the negligence or willful misconduct of any or all of the City Indemnitees. The duty to indemnify, defend and hold harmless as set forth under this subsection is intended to encompass liabilities, losses, damages, expense and costs not otherwise subject to subsection 4.2, above.

4.10 As to the duties to indemnify under Sections 4.1 and 4.2 of this Article, above, CITY shall have the right to offset against the amount of any compensation due CONSULTANT under this Agreement any amount due CITY from CONSULTANT as a result of CONSULTANT's failure to pay CITY promptly any indemnification arising under this Article and related to CONSULTANT's failure to either: (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers' compensation laws.
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4.11 As to the duties to indemnify under Sections 4.1 and 4.2 of this Article, above, the obligations of CONSULTANT under this Article will not be limited by the provisions of any workers' compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY's elected and appointed officials, officers, employees, agents and authorized volunteers.

4.12 As to the duties to indemnify under Sections 4.1 and 4.2 of this Article, above, CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY's elected and appointed officials, officers, employees, agents and authorized volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT's subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of CITY's choice.

4.13 As to the duties to indemnify under Sections 4.1 and 4.2 of this Article, above, CITY does not, and shall not, waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

4.14 As to the duties to indemnify under Sections 4.1 and 4.2 of this Article, above, the duties to indemnify, defend and hold harmless as set forth under this Section, shall survive the early termination or normal expiration of this Agreement and shall be in addition to any other rights or remedies which the CITY may have at law or in equity.

V.

TERMINATION

5.1 TERMINATION WITHOUT CAUSE: CITY may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of CITY's intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, CONSULTANT will be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination.

CONSULTANT may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in Section 6.1, below, and other information of any kind prepared 12

by CONSULTANT in connection with the performance of the Work.

CONSULTANT will be required to provide such Documents and Data within fifteen (15) calendar days of CITY's written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, will operate to prohibit or otherwise restrict CITY's ability to terminate this Agreement for convenience as provided under this Section.

5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:

A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, "Event of Default") will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a "Default Notice") which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth under Sections 5.2(B) and 5.2(C), below, or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.

B. CONSULTANT will cure the Event of Default within the following time periods:

Within ten (10) business days of CITY's issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY's employees or agents with any information and/or written reports, documentation or work product which CONSULTANT is obligated to provide to CITY or CITY's employees or agents under this Agreement.

Prior to the expiration of the 10 -day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10 -day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2(B)(i) that exceeds seven (7) calendar days from the end of the initial 10 -day cure period; or Within fourteen (14) calendar days of CITY's issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14 -day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14 -day cure period. The foregoing notwithstanding, CITY will 13

be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2(B)(ii) that exceeds thirty (30) calendar days from the end of the initial 14 -day cure period.

In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT will include, but will not be limited to the following: (i) CONSULTANT's refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) CONSULTANT's failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT's and/or its employees' disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; (v) CONSULTANT's refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY's discovery that a statement representation or warranty by CONSULTANT relating to this Agreement is false, misleading or erroneous in any material respect.

C. CITY will cure any Event of Default asserted by CONSULTANT within forty- five (45) calendar days of CONSULTANT's issuance of a Default Notice unless the Event of Default cannot reasonably be cured within the 45 -day cure period. Prior to the expiration of the 45 -day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45 -day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY's failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.5, above, will be cured by CITY within five (5) calendar days from the date of CONSULTANT's Default Notice to CITY.

D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT's performance under this Agreement pending
CONSULTANT's cure of any Event of Default by giving CONSULTANT written notice of CITY's intent to suspend CONSULTANT's performance (hereinafter, a "Suspension Notice"). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT will be compensated only for those services and tasks which have been rendered by CONSULTANT to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY will operate to prohibit or otherwise restrict CITY's ability to suspend this Agreement as provided herein.

E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach. 14

No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.

F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:

Upon written notice to CONSULTANT, the CITY may immediately terminate this Agreement in whole or in part;
Upon written notice to CONSULTANT, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULTANT's breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy.

CONSULTANT will be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY's exercise of its remedies under this Agreement.

G. In the event CITY is in breach of this Agreement, CONSULTANT's sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.

5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.

5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto will not operate to terminate any Article, Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.
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VI.

MISCELLANEOUS PROVISIONS

6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data will be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term "Documents and Data" means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT will require all subcontractors and subconsultants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.

6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and will not be disclosed by CONSULTANT without prior written consent by CITY. CITY will grant such consent of disclosure as legally required. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT will not use CITY's name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.

6.3 FALSE CLAIMS ACT: CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.

6.4 NOTICES: All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:

CONSULTANT:

KOA Corporation
1100 Corporate Center Drive
Suite 201
Monterey Park, CA 91754
CITY:

City of Bell Gardens
7100 S. Garfield Avenue
Bell Gardens, CA 90201
Attn: Bernardo Iniguez, Director of
Public Works/Utilities
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Attn: Michael Nilsson, AICP CTP, Phone: 562-806-7770
Principal / Director of Planning
Phone: 949-636-5807
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.

6.5 COOPERATION; FURTHER ACTS: The Parties will fully cooperate with one another and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.

6.6 SUBCONTRACTING: CONSULTANT will not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.

6.7 CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other contractors in connection with the various projects worked upon by CONSULTANT.

6.8 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.

6.10 GOVERNING LAW AND VENUE: This Agreement will be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, the venue, without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, the venue, without exception, will be in the Central District of California located in the City of Los Angeles, California.
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6.11 ATTORNEYS' FEES: If either Party commences an action against the other Party, legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation will be entitled to have and recover from the losing Party reasonable attorneys' fees and all other costs of such action.

6.12 SUCCESSORS AND ASSIGNS: This Agreement will be binding on the successors and assigns of the Parties.

6.13 NO THIRD -PARTY BENEFIT: There are no intended third -party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.

6.14 CONSTRUCTION OF AGREEMENT: This Agreement will not be construed in favor of, or against, either Party but will be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.

6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.

6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement will control.

6.19 ENTIRE AGREEMENT: This Agreement, including all attached exhibits, constitutes the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between CITY and CONSULTANT prior to the execution of this Agreement. Any statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section

6.16, above.

6.20 FORCE MAJEURE: The Term shall be extended in the event of any delays due to unforeseeable causes beyond the control of CONSULTANT and without the 18

fault or negligence of CONSULTANT, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY. CONSULTANT shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay.

The City Representative shall ascertain the facts and the extent of delay and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City Representative such delay is justified. The City Representative's determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONSULTANT be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONSULTANT's sole remedy being extension of the Agreement pursuant to this Section.

6.21 COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. No handwritten or typewritten amendment, modification or supplement to any one counterpart will be valid or binding unless made to all three counterparts in conformity with Section

6.16, above. One fully executed original counterpart will be delivered to CONSULTANT and two original counterparts will be retained by CITY. (SIGNATURES ON NEXT PAGE)
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.

CITY OF BELL GARDENS: KOA CORPORATION:

By: By:

Name: Name:

Title: Title:

Date: Date:

APPROVED AS TO FORM:

By:

Stephanie Vasquez, City Attorney
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EXHIBIT "A"

CITY RFP
21

REQUEST FOR PROPOSALS
FOR

PLANNING AND ENGINEERING

SERVICES FOR THE DEVELOPMENT

OF A SAFE STREETS FOR ALL

ACTION PLAN
RFP Release Date
Wednesday, October 16, 2024
Proposal Submittal Deadline
5:00 p.m., Wednesday, November 6, 2024
Contact Person:

Bernardo Iniguez, Director of Public Works/Facilities
City of Bell Gardens
8327 Garfield Avenue
Bell Gardens, CA 90201
(562) 806-7770
biniquezAbellgardens.orq
7100 Garfield Avenue • Bell Gardens, CA 90201 • (562) 806-7700 • www.bellgardens.org

TABLE OF CONTENTS
BACKGROUND AND GENERAL INFORMATION 3
SUBMITTAL PROCEDURES/DEADLINE 4
DEFINITIONS, TERMS, AND CONDITIONS 5
SCOPE OF WORK 11
PROPOSAL FORMAT AND CONTENT REQUIREMENTS .15
EVALUATION CRITERIA 18
ATTACHMENTS:

Attachment A — FHWA Required Federal Provisions and Certifications 20 Attachment B — RC -DBE Instructions for Metro Subrecipient Agencies 30 Attachment C — Acknowledgement of City's Standard Form of Agreement 51 Attachment D — Sample Professional Services Agreement 53

BACKGROUND AND GENERAL INFORMATION
The City of Bell Gardens (City) was incorporated on August 1, 1961, as a general law city, thus, it operates under the Council/Manager form of government. The five City Council members are elected at -large by registered voters in the City for staggered four-year terms and serve as the City's legislative, policy -making body. The Mayor position is shared among the Council members who select one another as Mayor annually. The City Council holds bi-monthly public meetings. The City Manager is responsible for directing City affairs as prescribed by the City Council. The City has a population of approximately 38,000 in an area of 2.5 square miles located in the southeastern part of Los Angeles County. The City shares a common boundary with the Cities of South Gate, Bell, Downey, and Commerce. The City is considered an integral part of the Los Angeles -Long Beach metropolitan area.

The City is seeking proposals from qualified firms with proven expertise to provide planning and engineering services related to the development of a safety action plan. A 6% Race Conscious Disadvantaged Business Enterprise participation has been established for this procurement. The selected firm will be responsible for updating the City's existing "Citywide Complete Streets Plan" and "Systemic Safety Analysis Report" to create an action plan that conforms to the Safe Streets and Roads for All (SS4A) Program and will allow the City to pursue future grant funds for capital infrastructure projects. The City received a grant in the amount of $200,529 through the SS4A Program to fund this project.

The project activities will include: 1) analyzing and incorporating policies, strategies, and approaches from various agencies including the Federal Highway Administration's (FHWA's) Safe Systems Approach; 2) analyzing collision data citywide to best assess the need for safety enhancements, identify key hot -spot locations for quick -build projects and safety initiatives, and conceptually design and recommend low-cost and adjustable improvements for the community which include safety countermeasures that will reduce fatalities and serious injuries quickly and efficiently; and 3) developing a recommendation and prioritization of conceptual projects and strategies that will be an investment in networks of safe, accessible bicycle and pedestrian infrastructure, with a particular focus on closing gaps and investing in low-income and disadvantaged communities.

Engagement with non -motorists, transit users, motorists, and stakeholders (hospitals, schools, businesses, community -based organizations, transit and/or transportation agencies) will be critical in the project's success. The selected firm will ensure proper communication and transparency is achieved by all parties. Plan updates will include an equity analysis, implementation plan, outcome measures, and goal of reducing roadway fatalities.

It is the intent of the City to select a single Consultant to provide the requested planning and engineering services.
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SUBMITTAL PROCEDURES/DEADLINE
An electronic version of the proposal shall be emailed to cit clerkdesk be ardens.or and b/nl uez(u be1/c ardens.rc/ no later than 5:00 p.m. on Wednesday, November 6, 2024.

Additionally, three hard copy sets of the proposal (two (2) bound, one (1) unbound) shall be delivered no later than 5:00 p.m. on Wednesday, November 6, 2024, to the City Clerk's Office. The electronic version of the proposal must be an exact duplicate of the hard copies and the subject line must read "City of Bell Gardens Proposal for Planning and Engineering Services for the Development of a SS4A Action Plan". If the proposal includes any comments over and above the specific information requested in this RFP, such information should be included as a separate appendix and placed at the end of the proposal.

Postmarks by this date are unacceptable and no facsimiles will be accepted. Please mail or deliver your response in a sealed envelope with "City of Bell Gardens Proposal for Planning and Engineering Services for the Development of a Safe Streets for All Action Plan (SS4A) RFP Response" written below the address label and addressed as follows:

City Clerk's Office
Attention: Daisy Gomez, City Clerk
"Planning and Engineering Services for the Development of a Safe Streets for All (SS4A) Action Plan RFP Response"
City of Bell Gardens
7100 Garfield Avenue
Bell Gardens, CA 90201
Questions and Inquiries
To ensure a fair and objective RFP process and evaluation, all questions and inquiries related to this RFP shall be addressed in writing to Bernardo Iniguez, Director of Public Works/Facilities, at bini uezCcbell ardensor. The deadline for written questions and inquiries is Monday, October 28, 2024 at 12:00 p.m. City Hall is open Monday through Thursday from 7:30 AM to 6:00 PM.

The tentative schedule for this RFP is as follows:

Release of RFP
Wednesday, October 16, 2024
Deadline for Questions
Monday, October 28, 2024 at 12:00 o.m.

Response to Questions
Thursday, October 31, 2024
Proposal Due Date
Wednesday, November 6, 2024 at 5:00 p.m.

Interviews with Proposers, if necessary
Thursday, November 18, 2024
City Council Recommendation of Award
Monday, December 9, 2024
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DEFINITIONS, TERMS, AND CONDITIONS
Definitions: To simplify and clarify the language throughout this RFP, the following definitions shall apply:

City Council: The elected officials of the City of Bell Gardens, who have been given the authority to exercise such powers and jurisdiction on all City business as conferred by the State Constitution and the City of Bell Gardens Municipal Code.

Agreement: An Agreement between the City and the selected Consultant to furnish professional services over a designated period.

Consultant: The bidder, contractor, vendor, firm, company, proposer, organization, or individual offering a proposal in response to this RFP.

Proposal General Terms and Conditions:

RFP General Conditions
Consultants should be aware that the RFP and the contents of the successful proposal will become a part of any subsequent contractual documents that may arise from this RFP.

Following the Proposal Submission Deadline, the City, pursuant to the California Public Records Act (Govt. Code Section 6250 et seq.) reserves the right to make copies of all submitted proposals available for inspection and copying by any interested member of the public, except to the limited extent the City determines that any information contained in a proposal is legally privileged under the California Public Records Act. By submission of a proposal, Consultants acknowledge and agree that their proposal and any information contained therein may be disclosed by the City to interested members of the public, including other proposers. All responses to the RFP received become a matter of public record and shall be regarded as public records, except for those elements in each proposal which are defined by the Proposer as business or trade secrets and plainly marked as "Confidential," "Trade Secret," or "Proprietary." The City shall not in any way be liable or responsible for the disclosure of any such proposal or portions thereof, if they are not plainly marked as "Confidential," "Trade Secret," or "Proprietary" or if disclosure is required under the Public Records Act. Any proposal which contains language purporting to render all or significant portions of the proposal "Confidential," "Trade Secret," or "Proprietary" shall be regarded as non -responsive.

Proposal Validity
All proposals, with associated costs, shall be considered valid and binding on the Consultant for a period of ninety (90) days after the proposal due date.

Electronic Documents
Consultants may be supplied with the original RFP documents in electronic form to aid in the preparation of proposal(s). By accepting these electronic documents, each Consultant agrees not to edit or change the language or format of these documents. Submission of a proposal by a Consultant signifies full agreement with this requirement. 5

Receipt of Proposals
Submitted proposal(s) must be properly addressed and received by the City prior to the date and time specified. The mere fact that the proposal was dispatched will not be considered; the Consultant must ensure that the proposal is delivered.

Proposals received after the date and time specified shall be returned and will be considered nonresponsive, void and unacceptable. The City is not responsible for the lateness of the mail carrier, etc.; and the time/date stamp of receipt by the City Clerk's Office shall be the official time of receipt.

Alterations
Proposal documents cannot be physically altered or amended after the closing date. Alterations made before closing must be initialed by the Consultant to guarantee authenticity. Proposals may not be withdrawn after the proposal closing date, and each Consultant agrees to this stipulation upon submittal of its proposal. However, all proposals are subject to negotiation before an Agreement is awarded as further described below.

Point of Contact and Communication
The Director of Public Works/Facilities is the designated "Point of Contact" for this RFP.

Proposers must only communicate with the Point of Contact during the RFP submission and procurement process. Communications initiated by proposers to this RFP with members of the City Council, or officers, personnel or employees of the City, other than via the Point of Contact, may be grounds for disqualification. Any inquiries or requests during this RFP submission and procurement process shall be submitted in writing to the Point of Contact as follows:

City of Bell Gardens
Attention: Bernardo Iniguez, Director of Public Works/Facilities 8327 Garfield Avenue
Bell Gardens, CA 90201
(562) 806-7770
Email: [email protected]
The City shall not be responsible for any verbal communication between any employee of the City and any proposed Consultant outside of the communication procedures established in this RFP. Only written requirements and qualifications will be considered. No oral statement of any person shall modify or otherwise change, or affect the terms, conditions, or specifications stated in the resulting contract.

Proposers and proposers' representatives may not communicate with the City Council members about this RFP. In addition, proposers and proposers' representatives may not communicate outside the procedures set forth in this RFP with an officer, employee or agent of the City regarding this RFP until after an Agreement resulting from this RFP is awarded by the City. However, proposers and their representatives are not prohibited from making oral statements or presentations in public to one or more representatives of the City during a public meeting.
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A "proposer" or "proposer's representative" includes all of the proposer's employees, officers, directors, Consultants and agents, any subcontractors or suppliers listed in the proposer's proposal, and any individual or entity who has been requested by the proposer to contact the City on the proposer's behalf.

Reservations
The City reserves the right to accept or reject any or all responses received in response to this RFP. The City also reserves the right to waive any informality, technical defect or clerical error or irregularity in any response. The City's potential award of an Agreement will not be based on any single factor, nor will it be based solely or exclusively on the lowest cost proposal. If an Agreement is awarded, the award will be to the Consultant or Consultants who in the judgment of the City have presented an optimal balance of relevant experience, price, quality of service, work history and other factors which the City may consider relevant and important in determining which proposals are best for the City. Additionally, the City may, for any reason, decide not to award any Agreements based on this RFP. The City reserves the right to cancel or modify this RFP. The City shall not be obligated to respond to any responses submitted, nor be legally bound in any manner by the submission of the response. The City reserves the right to negotiate deliverables and associated costs. There is no guarantee that the City will award an Agreement.

Reimbursements
The Consultant shall be solely and exclusively responsible for all costs incurred in connection with the preparation and submission of the proposals; demonstrations; interviews; preparation of responses to questions and requests for additional information; for contract discussions; or for anything in any way related to this RFP. The City is not liable for any costs incurred by a proposer in response to this RFP. Whether or not a Consultant is awarded an Agreement pursuant to this RFP, no proposer shall be entitled to reimbursement for any costs or expenses associated with the Consultant's participation in this RFP process.

Certification
Any proposal that does not contain all the information requested in this RFP will be considered incomplete and may be rejected by the City.

Funding
The City operates and is funded on a fiscal yearly basis. Accordingly, the City reserves the right to terminate, without any liability, any Agreement for which funding is not available.

Negotiations
Negotiations may be conducted with responsible Consultants who submit proposals that are reasonably susceptible of being selected. All Consultants reasonably susceptible of being selected based on criteria set forth in this RFP may be given an opportunity to make a presentation and/or interview. Although this process will ultimately result in the award of a single Agreement, the City reserves the right to negotiate an Agreement with more than one 7

firm.

Additional Information
During the proposal evaluation process, the City reserves the right, where it may serve the City's best interest, to request additional information or clarifications from Consultants. The City also reserves the right to investigate the qualifications of the proposed Consultant(s) as it deems appropriate.

Award of Agreement
Award of any Agreement resulting from this RFP will be by the City Council at a public meeting.

Notice of Federal Participation
Financial assistance for the services described in this RFP will be partially provided using funds from the FHWA. Any contract and subcontract to provide the services described in this RFP will be subject to all applicable "FHWA Required Federal Provisions and Certifications" as described in Attachment A. Firms shall complete and submit all certifications provided in this attachment with their proposals.

Disadvantaged Business Enterprise
A separate contract goal of 6% Race Conscious Disadvantaged Business Enterprise participation has been established for this procurement. The City, as a recipient of federal financial assistance, is required to implement Metro's Disadvantaged Business Program in accordance with federal regulation 49 CFR Part 26, as described in the "RC -DBE Instructions for Metro Subrecipient Agencies" in Attachment B. Firms are required to meet this goal or demonstrate Good Faith Efforts as a condition of the award of this Contract. Firms able to meet this goal shall complete and submit with their proposal the "Bidders List" and "Local Agency Proposer RC -DBE Commitment" forms located in the attachment. Firms unable to meet this goal shall complete and submit with their proposal the "RC -DBE Information — Good Faith Efforts" form located in the attachment.

Protests
Protests regarding any aspect of this RFP, the solicitation process, or the proposed award of a contract must be submitted in accordance with the following procedures.

Types of Protests
There are three basic types of protests, based on the time in the procurement cycle when they occur. Differences in the protest process between these three types, if any, are noted. • Pre -bid or Solicitation Phase Protest is received prior to the bid opening or proposal due date. A Pre -bid Protest must be received by the City within five (5) days of the date specified for the City's Final Addenda and Answers to be issued. Depending upon when the protest is received and the City's review, the City may or may not 8

delay the bid opening or proposal due date.
• Pre -award Protest is a protest against making an award and is received after receipt of proposals or bids, but before award of a contract. A Pre -award Protest must be submitted to the City following the content and submission procedures specified herein within three (3) working days of the date the protester learned or should have learned of the basis of protest. Pre -award Protests must be received by the City prior to the agency's formal action on the contract award. Depending upon when the protest is received and the agency's review, the City may or may not delay the contract award.
• Post -award Protest is received after award of a contract. A Post -award Protest must be submitted to the City following the content and submission procedures specified herein within five (5) working days of the date the protester learned or should have learned of the basis of appeal. A Post -award Protest must not be based on the same set of facts rejected in a Pre -award Protest.

Content and Submission of Protests
Protests must contain the following information:
• Description of the solicitation or contract and number; • Name of protestor with address, contact information, phone numbers and email addresses;
• Detailed statement of the grounds for protest; and
• Statement of the proposed relief or remedy.

Protests must be submitted in writing via email with hard -copy back-up, USPS, FedEx or other package delivery service, or hand -delivered to:

City of Bell Gardens
7100 Garfield Avenue
Bell Gardens, CA 90201
Attention: Bernardo Iniguez, Director of Public Works/Facilities Email: biniquez©bellgardensorq
Grounds for Protest
A protest may be submitted on one or more of the following grounds:

1. The CITY failed to follow the procedures or requirements in this RFP;

2. That there has been a violation of conflict of interest laws as provided by California Government Code section 87100 et seq.; or

3. That there has been a violation of State or Federal law.

Evaluation and Decision on Protest
Upon receipt of a protest, the City of Monrovia will review the grounds for the protest and provide a written response addressing in detail each substantive issue raised in the protest. A copy of the protest and the City's decision will be transmitted to the protester. The City Manager for the City of Monrovia is the responsible official for evaluation of protests and has the authority 9

to make the final determination in matters of protest. The decision of the City of Monrovia will be final.

Should material information become available subsequent to the City Manager's decision on a protest or, if the protester believes that an error has been made of law or regulation, the protester may request reconsideration of that decision by formal notice to the City Manager within five (5) working days of the date of the original protest decision.

Consultant Dress Code, Appearance, and Equipment
The selected Consultant shall require each of its employees to adhere to industry standards of work ethic and attire. Shirts shall be worn at all times and shall be buttoned and tucked in. The Consultant's employees shall have shirts with the Consultant's company logo or wear Consultant -issued identification cards at all times while performing work on behalf of the City.

No caps with insignias or designs other than the Consultant's logo may be worn, and no caps shall be worn backwards. The Consultant shall provide its employees all of the necessary equipment, vehicles, and apparatus needed to perform the services contained in this RFP. 10

SCOPE OF WORK
The primary goal of this RFP is to solicit proposals from qualified Consultants who can assist the City with updating its existing Complete Streets Plan and Systemic Safety Analysis Report (SSAR) to create a conforming Safe Streets for All (SS4A) Action Plan.

The Scope of Work is as follows:

TASK 1.0 PROJECT INITIATION AND MANAGEMENT
The Consultant must oversee all aspects of the project as required. The Consultant must meet regularly with the City of Bell Gardens throughout the project period.

1.1 Project Kick-off Meeting: A kick-off meeting will be conducted to discuss the Consultant's approach to the project, recommendations for the project, and to finalize the project schedule. The Consultant shall deliver an agenda and meeting notes.

1.2 Monthly Reporting/Invoicing: Monthly reporting and regular invoices shall be submitted to the City and provide information needed to complete reports to the funding agencies. The Consultant will need to be available to answer any follow- up questions regarding its work or the information provided in its reports.

1.3 Presentations: The Consultant shall provide all presentation materials, content for staff reports, and presentation as needed.

1.4 Regular Project Management Meetings: Hold regular Project Management Meetings/check-ins with City Staff; these can be conducted virtually or as conference calls. The Consultant shall deliver all meeting agendas and notes as required.

1.5 Project Management Plan: Consultant shall develop a project management plan with project schedule for review and approval by the City.

1.6 Project Closeout Files: The Consultant must also submit all Project Closeout Files TASK 2.0 COMMUNITY ENGAGEMENT
It is essential that this project include meaningful engagement and collaboration with the community and stakeholders (e.g., local government staff, including planners, engineers, public works, law enforcement personnel, advocacy groups, and other stakeholders).

2.1 Outreach & Marketing Strategy: Consultant shall develop an outreach and marketing strategy document to implement meaningful engagement and collaboration. Additional deliverables including flyers, information sheets, presentations, and social media posts shall be provided to the City.

2.2 Online Platform: The Consultant shall develop a project webpage, additional digital media content (e.g. story maps), and two online surveys.

2.3 Technical Advisory Committee: Aid the City in establishing a Technical Advisory Committee who will be charged with the plan's development, implementation, and monitoring. Include a description of the TAG membership and what role they played in the development, implementation, and monitoring of the Action Plan. 11

Provide a list of stakeholders, committee agendas, presentation materials and meeting notes.

2.4 Direct Outreach: Consultant is expected to conduct direct outreach and engagement activities with the community to aid in the development of the Action Plan and list of recommended concept projects. Deliverables include a list of stakeholders, workshop materials, meeting materials and notes to engage the community and all other stakeholders.

2.5 Stakeholder Engagement Chapter in Action Plan: The Consultant shall provide a Stakeholder Engagement Chapter in the Action Plan that summarizes engagement activities and input from all community members and stakeholders.

TASK 3.0 EXISTING CONDITIONS INVENTORY, MAPPING AND ANALYSIS The Consultant will perform an existing conditions inventory, mapping, and analysis (with equity considerations) to help inform the development of the Action Plan implementation strategies.

3.1 Update Data Analysis: Conduct an inventory of existing conditions related to transportation infrastructure. Conduct an analysis of existing conditions and historical trends related to transportation collisions, fatalities, and serious injuries across the jurisdiction. Conduct an analysis of the crash locations, contributing factors, and types. Conduct an analysis of systemic and specific safety needs.

Consultant shall provide a Memorandum summarizing all research, tables of data for Action Plan, hot spot analysis with collision factors and corresponding maps, and collision analysis report.

3.2 Assessment of Existing Policies, Programs and Practices: Consultant shall assess existing policies, programs, and practices related to transportation safety.

The Consultant shall provide Policy and Planning Context Chapter for the Action Plan.

3.3 Update Existing Conditions Report: Once all analysis and assessments of existing conditions are complete, the Consultant shall provide fact sheets and an Updated Existing Conditions Report to include in the Action Plan.

TASK 4.0 POLICY DEVELOPMENT
The Consultant shall conduct a review of current best practices, laws, policies, plans, guidelines, and/or standards, both regionally and nationally.

4.1 Best Practices Research: Consultant shall research best practices related to transportation safety and provide a Best Practices Chapter to include in the Action Plan.

4.2 Policy Development and Equity Analysis: Consultant shall perform equity analysis and provide an Equity Analysis Chapter that reflects the impact of crashes on the City's underserved community and project prioritization criteria that consider equity. Based on assessments conducted in Task 3.3, Consultant shall identify opportunities to improve how processes prioritize safety and discuss 12

implementation through the adoption of revised or new policies, programs, and practices. Consultant shall provide a Policy Development Chapter to include in the Action Plan.

4.3 Update Goals, Objectives, and Strategies: Consultant shall review the goals, objectives, and strategies identified in the "Citywide Complete Streets Plan" and "System Safety Analysis Report" and develop an updated Goals, Objectives and Strategies Chapter to include in the Action Plan.

TASK 5.0 FINAL PLAN DEVELOPMENT
The Consultant will develop a final Action Plan with proposed pedestrian and bicycle facilities, proposed safety projects and programs, implementation framework, prioritization analysis, cost analysis and benefits.

5.1 Update Proposed Pedestrian and Bicycle Facilities: Consultant shall develop and provide concept visualizations of proposed pedestrian and bicycle facilities to include in an Updated Proposed Pedestrian and Bicycle Facilities Chapter in the Action Plan.

5.2 Update Proposed Safety Projects and Program: Consultant shall review the proposed projects and programs identified in the "Citywide Complete Streets Plan" and "System Safety Analysis Report" to determine what projects and programs have already been achieved, and what projects and programs remain to be implemented. Consultant shall identify and design a comprehensive set of new safety projects and programs to include in the Action Plan. Consultant shall provide an Updated Proposed Safety Projects and Programs Chapter to include in the Action Plan.

5.3 Implementation Framework: Consultant shall identify a comprehensive set of projects and strategies to address the safety problems with time ranges when projects and strategies will be deployed. Consultant shall provide an Implementation Plan Chapter to include in the Action Plan.

5.4 Prioritization Analysis: Consultant shall develop project prioritization criteria and provide a Prioritized Project and Program List and Prioritization Methodology to include in the Action Plan.

5.5 Cost Analysis: Consultant shall develop and provide planning level cost estimates for identified priority projects and programs, along with a list of Potential Revenue Sources.

5.6 Benefits: Consultant shall develop and provide a list of expected benefits of proposed projects and programs to include in the Action Plan.

TASK 6.0 FINAL REPORT
The Consultant shall develop and provide both a draft and final Action Plan. At minimum, the Plan shall include all the elements outlined in this RFP. The document should be easily accessible and readable with graphics, charts, and visuals. The Consultant will provide a digital copy of the draft Action Plan and a digital copy of the final Action Plan. The Consultant will present the draft and final Action Plan to the City of Bell Gardens City Council for 13

adoption.

6.1 Plan Outline: Consultant will prepare and provide an outline of all elements to be included in the Action Plan.

6.2 Draft Plan: Consultant shall prepare and provide a draft Action Plan to City staff for review and comment. Consultant shall present the draft plan to the TAC, City committees, and City Council for comment. Consultant shall prepare a comment and response matrix.

6.3 Final Plan: Consultant shall incorporate comments received as directed by the City to prepare a final version of the Action Plan. Consultant will present the final plan to the TAC, City committees, and City Council.

6.4 Adopted Plan: The final Action Plan will be taken to the City Council for formal adoption. Consultant will assist by preparing staff report materials and attending the City Council meeting.
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PROPOSAL FORMAT AND CONTENT REQUIREMENTS
The following instructions describe the form in which proposals must be submitted. Responses to the following items will be used for proposal evaluation. Proposals that do not contain responses to each of the requirement items will be considered incomplete and may be rejected.

Proposal documents should provide a straightforward, concise description of the Consultant's capabilities to satisfy the requirements of this RFP. Emphasis should be on completeness, clarity of content, and conveyance of the information requested by the City. The requirements stated do not preclude a Consultant from furnishing additional reports, functions, and costs as deemed appropriate.

The proposal must contain the following elements:

Transmittal Letter:

A letter of transmittal signed by an individual authorized to bind the proposer stating the proposer has read and will comply with all terms and conditions of the RFP.

The transmittal letter will contain, at a minimum: a) company name and address; and b) an executive summary briefly describing the proposer's ability to perform the work requested, a history of the Consultant's background and experience providing services, and a description of the firm's understanding of the City's needs.

Conflict of Interest Statement: The Consultant shall disclose any financial, business, or other relationship with the City that may have an impact upon the outcome of this Agreement. Particular attention should be paid to compliance with Government Code section 1090.

2. Minimum Qualifications, Prior Related Experience, and References Provide an overview of the firm's experience and qualifications, with special attention to the firm's experience on similar projects or assignments. Provide examples of comparable projects completed within the last five years. Summarize the relevant experience, work history, training, education, and special certifications of the proposer's personnel who will be performing the professional services contemplated under this RFP. Briefly discuss the proposed staff's experience in conducting planning and engineering activities as noted above. Relevant experience can include your company's overall experience and experience with providing similar programs for municipal agencies. If applicable, describe firm's experience with State or Federally funded projects.

The proposer must provide evidence to show that the firm and members of the proposer's project team possess the specific minimum experience, qualifications, competence, resources, and business integrity as specified in the scope of work that are necessary to carry out the work under the contract as expected. Examples of evidence include but are 15

not limited to resumes and project/service summaries that highlight the team's specific experience.

A list of at least five (5) professional references, three (3) of which shall be from a municipal or public agency. This client reference list must include the following information for each reference listed: a) complete description of the work/services provided, b) the time period for the work/services provided, c) the name and contact information of the client, including telephone number and/or address, and d) the key managers and professionals assigned to the work/services. The information concerning the work/services provided for each respective client must be no more than five (5) years old.

3. Management and Staffing:

Describe the management and staffing configuration to be utilized to complete each component of the scope of work. Include an organization chart showing the names and roles of proposed personnel. Describe the qualifications of staff to be assigned to the City, their title, and types and amount of equivalent experience. Resumes of all proposed personnel must be included. The proposal must indicate who will have primary responsibility for the requested services. The proposal must also identify any proposed subcontractors or subconsultants that are integral to the proposed team.

4. Approach and Methodology
Explain the way in which the firm will complete all the services and deliverables as called for under the RFP. Include a brief overview of the Consultant's understanding of the project. Describe the firm's proposed approach and methodology to be taken in addressing each component in the scope of work. Provide a workplan and timeline/schedule depicting project milestones and deliverables required to properly perform the requested services.

Note: in accordance with the grant and the City's goal, the project needs to be fully completed with an adopted plan by December 31, 2025.

The City will expect the selected Consultant to adhere to the established methodology and workplan.

5. Cost and Pricing:

The Fee Proposal shall be detailed in a format to allow the City to analyze and evaluate applicable costs. Detailed breakdown shall include tasks, subtasks, staff classifications, hours and fees. The Fee Proposal should contain all pricing information related to performing the scope of work, including a breakdown of the costs for any reimbursable expenses (travel, supplies, program incentives, etc.). Prepare a table of estimated hours by classification for each of the proposal tasks and subtasks in the scope of work. The Fee Proposal should include a total, all-inclusive "Not -to -Exceed" lump sum fee. Please use a 16

format similar to the sample fee proposal table below.

The Fee Proposal shall be submitted in a separate PDF file which is clearly named "FEE PROPOSAL - [CONSULTANT NAME]".

SAMPLE FEE PROPOSAL TABLE
Classification A
Classification B
Totals
Hours
Rate ($10)
Hours
Rate ($20) Hours
Cost
Task1
5 $50
5 $100
10 $150
Task 2
3 $30
3 $60
6 $90
Task 3
10 $100
10 $200
20 $300
Totals
18 $180
18 $360
36 $540

6. FHWA Required Federal Clauses and Certifications:

Include a completed and signed "Certification for Suspension and Debarment" and "Byrd Anti -Lobbying Amendment Certification". Refer to Attachment "A".

7. Additions or Exceptions:

A single and separate section with the heading "ADDITIONS OR EXCEPTIONS TO THE CITY'S REQUEST FOR PROPOSAL" containing a complete and detailed description of all the Consultant's exceptions to the provisions and conditions of the attached City standard professional services Agreement attached as Attachment "C."

8. Pending Litigation:

Include an explanation and status, if in the last five years, the firm or an office or principal of the firm has been involved in any substantiated complaints, litigation, legal proceedings, or investigations by a regulatory authority.

9. Insurance:

Evidence of commercial general liability, professional liability, and workers compensation insurance coverages must be included. Insurance requirements are listed on the sample Agreement attached as Attachment "C."
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EVALUATION CRITERIA
The award of an Agreement will be made to the most qualified Consultant whose proposal complies with the prescribed requirements. The City reserves the right to reject any or all proposals and to waive any technical errors, irregularities, or discrepancies, if to do so is deemed to serve the best interests of the City. In no event will an award be made until all necessary investigations are made as to the responsibility and qualifications of the Consultant to whom it is proposed to make such an award.

Proposals will be reviewed and evaluated by City staff, including the Director of Public Works/Facilities, and will be ranked based on the following criteria:

Criteria
Max Points
Experience providing similar services with other public agencies 25 Proposed staff's experience with services requested in the RFP 20 Understanding of the work to be performed
25 References
20 Fee Proposal
10 Total
100
If further clarifications or negotiations are required, on -site or virtual interviews may be conducted. Participation in these interviews will be at the expense of the proposers. The interview panel will be made up of staff members or representatives from the City.

Recommendations will be provided to the City Council for final selection and award.

Proposals failing to provide sufficient information and assurances of performance to adequately assess each category of the required services and/or failing to comply with the requirements and conditions of this RFP may not be given further consideration.

Factors such as, but not limited to, any of the following may be considered just cause to disqualify a response to the RFP without further consideration:
• Evidence of collusion, directly or indirectly, among Consultants with regard to the amount, terms, or conditions of this proposal;
• Any attempt to improperly influence any member of the selection staff or City Council members;
• Existence of any lawsuit, unresolved contractual claim or dispute between Consultant and the City;
• Evidence of incorrect information submitted as part of the RFP; • Evidence of Consultant's inability to successfully complete the responsibilities and obligations of the proposed scope of work; and
• Consultant's default under any agreement, which results in termination of the agreement.
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Each proposal will be considered along with those of other responding Consultants, with respect to ability to perform effectively and efficiently the scope of work outlined above.

The successful Consultant shall not discriminate, in any way, against any person based on race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity, or national origin, or any other protected classification in connection with or related to the performance of the Agreement.

Close coordination with the City is required to assure that all requirements will be met. The City reserves the right to withdraw this RFP at any time without any prior notice. Further, the City makes no representations that any Agreement will be awarded to any Consultant responding to this RFP. The City expressly reserves the right to postpone reviewing the proposals for its own convenience and to reject any or all proposals responding to this RFP without indicating any reasons for such rejection(s).
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ATTACHMENT "A"

FHWA REQUIRED FEDERAL PROVISIONS AND CERTIFICATIONS
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During the performance of the Agreement, the selected Consultant and any subconsultants will agree to comply with the following FHWA Required Federal Clauses and Certification provisions. The required certifications that need to be completed and submitted as part of your proposal are at the end of this document. The following requirements apply to all contracts and subcontracts.

1. Civil Rights Requirements and Equal Employment Opportunity Clause 1(A) Nondiscrimination — In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C., 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C.6102, Section 202 of the Americans with Disabilities Act of 1990, and 42 U.S.C. 12132, the contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age or disability. In addition, the contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FHWA may issue. 1(B) Equal Employment Opportunity — 41 CFR 60-1.4(a)- Government Contracts. Except as otherwise provided, each contracting agency shall include the following equal opportunity clause contained in section 202 of the order in each of its Government contracts and subcontracts (and modifications thereof if not included in the original contract). During the performance of this contract, the contractor and its subcontractors agrees as follows:
a) 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.
b) 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. c) 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 21

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.
d) 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.
e) 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.
f) 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.
g)
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.
h) 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.
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2. Disadvantaged Business Enterprise (DBE) Provision - 49 CFR 26 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 and with section 1101(b) of SAFETEA LU, 23 U.S.C. § 101. A separate contract goal of 6% DBE participation has been established for this procurement. The City, as a recipient of federal financial assistance, is required to implement the Los Angeles County Metropolitan Transportation Authority's (Metro's) Disadvantaged Business Program in accordance with federal regulation 49 CFR Part 26 issued by the U.S. Department of Transportation (DOT). The City is required to include all other DBE requirements and flow -down clauses in their solicitation and contract(s) as identified in the DBE Attachment (Attachment B) for DOT -Assisted Contracts and Disadvantaged Business Enterprise Implementation Agreement for Subrecipients.

3. Sanctions and Penalties for Breach of Contract - 2 CFR Part 200 Appendix II (A) Contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. FHWA does not prescribe the form or content of such provisions. What provisions are developed will depend on the circumstances and the type of contract.

Recipients should consult legal counsel in developing appropriate clauses. The following clauses are examples of provisions from various Federal third -party contracts.

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

Performance During Dispute — Unless otherwise directed by the City, the Contractor shall continue performance under this Contract while matters in dispute are being resolved.

Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act of omission of the party of any of his employees, agents, or others whose acts it is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury or damage.

Remedies - Unless this Contract provides otherwise, all claims, counterclaims, disputes, and other matters in question between the City and the Contractor arising out of or relating to this Agreement or its breach will be decided by arbitration if the parties mutually agree, 23

or in a court of competent jurisdiction within the State in which the City is located.

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

4. Termination for Cause and Convenience - 2 CFR Part 200 Appendix II (B) All contracts and subcontracts in excess of $10,000 must address termination for cause and for convenience by the non -Federal entity including the manner by which it will be affected and the basis for settlement.

Termination for Convenience (General Provision) The City may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the City to be paid. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same and dispose of it in the manner the City directs.

2. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the City may terminate this contract for default. Termination shall be in effect by serving a notice of termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the City that the 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 the Contractor, the City, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience.

3. Opportunity to Cure (General Provision) The City in its sole discretion may, in the case of a termination for breach or default, allow the Contractor thirty (30) days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If the Contractor fails to remedy to the City'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 of written notice from the City setting forth the nature of said breach or default, the City shall have the right to terminate the contract without any further obligation to the Contractor. Any such termination for default shall not in any way operate to preclude the City 24

from also pursuing all available remedies against the Contractor and its sureties for said breach or default.

4. Waiver of Remedies for any Breach In the event that the City elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this contract, such waiver by the City shall not limit the City's remedies for any succeeding breach of that or of any other term, covenant, or condition of this contract.

5. Termination for Convenience (Professional or Transit Service Contracts) The City, by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the City shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination.

6. If, after serving a notice of termination for default, the City determines that the 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 the contractor, the City, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience.

5. Rights to Inventions Made Under a Contract or Agreement - 2 CFR Part 200 Appendix II (F) 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 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.

6. Clean Air Act / Federal Water Pollution Control Act - 2 CFR Part 200 Appendix II (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).

7. Energy Efficiency - 2 CFR Part 200 Appendix II (H)
The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201). 25

8. Debarment and Suspension - 2 CFR Part 200 Appendix II (I) 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 Excluded Parties List System 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." The Excluded Parties List System in SAM 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.

This contract is a covered transaction for the purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded, or disqualified as defined at 49 CFR 29.940 and 29.945. The 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.

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

The certification in this clause is a material representation of fact relied upon by the City.

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. Byrd Anti-Lobbyinq Amendment - 2 CFR Part 200 Appendix II (J) - Byrd Anti -Lobbying Amendment (31 U.S.C. 1352) —Contractors that apply or bid for an award of $100,000 or more 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. 26

Certification for Suspension and Debarment

CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
INELIGIBILITY and VOLUNTARY EXCLUSION

LOWER TIER COVERED TRANSACTION
(To be submitted with all bids exceeding $25,000)
(1) The prospective lower tier participant (Bidder/Contractor) certifies, by submission of this bid or proposal, 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) The prospective Bidder/Contractor also certifies by submission of this bid or proposal that all subcontractors and suppliers (this requirement flows down to all subcontracts at all levels) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.
(3) Where the prospective lower tier participant (Bidder/Contractor) is unable to certify any of the statements in this certification, such prospective participant shall attach an explanation to this bid or proposal.

The lower tier participant (Bidder/Contractor), , certifies or affirms the truthfulness and accuracy of this statement of its certification and disclosure, if any.

Signature of Contractor's Authorized Official
Name of Contractor's Authorized Official
Title of Contractor's Authorized Official
Date
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Byrd Anti -Lobbying Amendment Certification

CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND

COOPERATIVE AGREEMENTS
(To be submitted with each bid or offer exceeding $100,000) The undersigned [Contractor] 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, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative Agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative Agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to 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 Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)] (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 and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). 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.
[Note: Pursuant to 31 U.S.C. § 1352(c)(1) -(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] 28

The Contractor, , certifies or affirms the
truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any.

Signature of Contractor's Authorized Official
Name of Contractor's Authorized Official
Title of Contractor's Authorized Official
Date
29

ATTACHMENT "B"

RC -DBE INSTRUCTIONS FOR METRO SUBRECIPIENT AGENCIES
30

RACE -CONSCIOUS INSTRUCTIONS FOR DOT -ASSISTED CONTRACTS The City has established a RC -DBE contract goal for this Agreement of 6%. The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance.

1. DEFINITIONS
a. The term "Disadvantaged Business Enterprise" or DBE means a for-profit small business concern owned and controlled by a socially and economically disadvantaged person(s) as defined in Title 49, Part 26.5, Code of Federal Regulations (CFR).
b. The Term "Race Conscious Disadvantaged Business Enterprise" or RC -DBE.

DBE classes have been determined to have a statistically significant disparity in their utilization in previously awarded transportation contracts. RC -DBE's include all DBE groups, specifically: Black Americans, Native Americans, Asian - Pacific Americans, Hispanic Americans, Subcontinent Asian Americans, and Women
c. The term "Agreement" also means "Contract."
d. Agency also means the local entity entering into this contract with the Consultant.
e. The term "Bidder" shall mean prime contractor or prime consultant submitting a bid or proposal to recipient organization. The terms "Proposer" or "Offeror" may also be used in lieu of "Bidder."
The term "Small Business" or "SB" is as defined in 49 CFR 26.65.

2. AUTHORITY AND RESPONSIBILITY
a. DBE's and other small businesses are strongly encouraged to participate in the performance of Agreements financed in whole or in part with federal funds (see 49 CFR Part 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs"). The Contractor should ensure that DBE's and other small businesses have the opportunity to participate in the performance of the work that is the subject of this solicitation and should take all necessary and reasonable steps for this assurance. The Proposer shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts.
b. Proposers are encouraged to use services offered by financial institutions owned and controlled by DBE's.

3. SUBMISSION OF RC -DBE INFORMATION
31

If there is an RC -DBE contract goal on this contract, the Proposer, in order to be considered responsible and responsive, must make good faith efforts to meet the goal established for the contract. If the goal is not met, the Proposer must document adequate good faith efforts and submit documentation at the time of bid or proposal due date. If the Proposer fails to submit good faith effort documentation at the time of bid or proposal due date, the Proposer will be considered non -responsive. Only RC -DBE firms certified through the CUCP will be counted towards the contract goal; however, all DBE participation shall be collected and reported.

For contracts with RC -DBE contract goals, the resulting contractor shall utilize the specific DBEs listed unless the contractor obtains the City's prior written consent and unless the City's consent is provided, the contractor shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE.

All Proposers are required to submit the following items to the City:

1. The name and addresses of DBE firms that will participate in the contract;

2. A description of the work that each DBE will perform. Each DBE must be certified in the NAICS code applicable to the work the firm will perform on the contract;

3. The dollar amount of the participation of each DBE firm;

4. Written documentation of the proposer's commitment to use the DBE subcontractor (the signed RC -DBE Commitment Form and/or other documentation) whose participation it submits to meet a RC -DBE contract goal;

5. Written confirmation from each listed DBE firm that it is participating in the contract in the kind of work and amount of work provided in the proposer's commitment; and

6. If the contract goal is not met, evidence of good faith efforts to do so.

If Proposer does not meet DBE goal at time of proposal due date, Proposer must submit its good faith efforts as follows:

1. At time of proposal or bid due date, as a matter of responsiveness, or

2. No later than 5 days after bid opening as a matter of responsibility.

4. RC -DBE PARTICIPATION GENERAL INFORMATION
It is the Proposer's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and Metro's DBE program developed pursuant to the regulations.

Particular attention is directed to the following:
a. A RC -DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). b. A certified RC -DBE may participate as a prime contractor, subcontractor, joint venture partner, as a vendor of material or supplies, or as a trucking company. 32

c. A RC -DBE Proposer not bidding as a joint venture with a non -DBE, will be required to document one or a combination of the following;
The Proposer is an RC -DBE and will meet the goal by performing with its own forces.

The Proposer will meet the goal through work performed by RC -DBE subcontractors, suppliers, or trucking companies.
i ii . The Proposer, prior to bidding, made adequate good faith efforts to meet the goal.
d. A RC -DBE joint venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing, and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks, and profits of the joint venture commensurate with its ownership interest. e. A RC -DBE must perform a commercially useful function pursuant to 49 CFR 26.55, that is, a RC -DBE firm must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work.

The Proposer shall list only one subcontractor for each portion of work as defined in their bid and all RC -DBE subcontractors should be listed in the bid list of subcontractors. Firms to be counted toward the DBE Goal must be certified by bid/proposal due date.
g.

A prime contractor who is a certified RC -DBE is eligible to claim all the work in the agreement toward the RC -DBE participation except that portion of the work to be performed by non -DBE subcontractors.
h. To identify certified DBEs, you must only use the California Unified Certification Program Database (CUCP). Certifications from other agencies or organizations will not be accepted.

5. RESOURCES
a. The CUCP database includes the certified DBEs from all certifying agencies participating in the CUCP. If you believe a firm is certified that cannot be located on the database, please contact the Caltrans Office of Certification toll free number 1- 866-810-6346 for assistance. Proposers may call (916) 440-0539 for web or download assistance.
b. Access the CUCP database from the Department of Transportation, Civil Rights, Disadvantaged Business Enterprise Program website at:
https://californiaucp.dbesystem,com .
33

i. Click on Search for Certified Firms
i i . Searches can be performed by one or more criteria iii. Follow instructions on the screen

6. MATERIALS OR SUPPLIES PURCHASED FROM DBEs COUNT TOWARDS DBE

CREDIT, AND IF A DBE IS ALSO A RC -DBE, PURCHASES WILL COUNT

TOWARDS THE RC -DBE CONTRACT GOAL UNDER THE FOLLOWING
CONDITIONS:
a. If the materials or supplies are obtained from a RC -DBE manufacturer, 100 percent of the cost of the materials or supplies count towards the goal. A RC -DBE manufacturer is a firm that operates, or maintains a factory, or establishment that produces on the premises that materials, supplies, articles, or equipment required under the Agreement and of the general character described by the specifications. b. If the materials or supplies purchased from a RC -DBE regular dealer, count 60 percent of the cost of the materials or supplies. A RC -DBE regular dealer is a firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specification and required under the Agreement are bought, kept in stock, and regularly sold or leased to the public in the usual course of doing business.

To be an RC -DBE regular dealer the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be an RC -DBE regular dealer, in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section.
c. If the person both owns and operates distribution equipment for the products, any supplementing of regular dealers' own distribution shall be, by a long-term lease agreement and not an ad hoc or Agreement -by -Agreement basis. Packagers, brokers, manufacturers' representatives, or other persons who arrange or expedite transactions are not RC -DBE regular dealers within the meaning of this section. d. Materials or supplies purchased from a RC -DBE, which is neither a manufacturer nor a regular dealer, will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies required or fees or transportation charges for the delivery of materials or supplies on the job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services.

7. FOR DBE TRUCKING COMPANIES: CREDIT FOR DBEs WILL COUNT TOWARDS

DBE CREDIT, AND IF A DBE IS A RC -DBE, CREDIT WILL COUNT TOWARDS THE RC -DBE CONTRACT GOAL UNDER THE FOLLOWING CONDITIONS:
a. The RC -DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible on a particular agreement, and there 34

cannot be a contrived arrangement for the purpose of meeting the RC -DBE contract goal.
b. The RC -DBE must itself own and operate at least one fully licensed, insured, and operational truck used in the agreement.
c. The RC -DBE receives credit for the total value of the transportation services it provides on the agreement using trucks it owns, insures, and operates using drivers it employs.
d. The RC -DBE may lease trucks from another RC -DBE firm including an owner - operator who is certified as an RC -DBE. A RC -DBE who leases trucks from another RC -DBE receives credit for the total value of the transportation services the lessee RC -DBE provides on the agreement.
e. The DBE may also lease trucks from a non -DBE firm, including an owner -operator.

The DBE that leases trucks equipped with drivers from a non -DBE is entitled to credit for the total value of transportation services provided by non -DBE leased trucks equipped with drivers not to exceed the value of transportation services on the contract provided by DBE -owned trucks or leased trucks with DBE employee drivers.

Additional participation by non -DBE owned trucks equipped with drivers receives credit only for the fee or commission it receives as a result of the lease arrangement.

The DBE may lease trucks without drivers from a non -DBE truck leasing company.

If the DBE leases trucks from a non -DBE truck leasing company and uses its own employees as drivers, it is entitled to credit for the total value of these hauling services.
g. For the purposes of this section, a lease must indicate that the RC -DBE has exclusive use and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the RC - DBE, as long as the lease gives the RC -DBE absolute priority for use of the leased truck. Leased trucks must display the name and identification number of the RC -DBE.

8. DBE SUBCONT CTING FLOW DOWN REQUIREMENTS:
a. CONTRACT ASSURANCE
Each contract you sign with a contractor (and each subcontract the prime contractor signs with a subcontractor) must include the following assurance: The contractor, sub recipient 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 35

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 non -responsible. b. PROMPT PAYMENT PROVISIONS
The DBE Program, 49 CFR, Part 26, requires that any delay or postponement of payment over 30 days may take place only for good cause and with the City's prior written approval. The California Business and Professions Code, under Section 7108.5, requires that on public works projects, a prime contractor or subcontractor pay to any subcontractor not later than seven (7) days after receipt of each progress payment, unless otherwise agreed to in writing. Any violation of this provision shall subject the violating Contractor or Subcontractor to the penalties, sanctions and other remedies specified in Section 7108.5 of the Business and Professions Code. Metro's DBE Program with Federal Highway Administration (FHWA) funds requires a prime contractor or subcontractor pay to any subcontractor not later than seven (7) days after receipt of each progress payment for all contracts.

These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to the Contractor or Subcontractor in the event of a dispute involving late payment or nonpayment by the Contractor, deficient subcontract performance, or noncompliance by a Subcontractor. Any delay or postponement of payment from the above -referenced timeframes may occur only for good cause following written approval from the City.

Failure to comply with this provision without prior approval from the City will constitute noncompliance, which may result in the application of appropriate administrative sanctions, including, but not limited to, withholding of payment to the Contractor of two percent (2%) of the invoice amount due per month, for every month that full payment is not made in accordance with these prompt payment requirements. These requirements apply to both DBE and non -DBE subcontractors.

Prompt Progress Payments to Subcontractors
Contractor will include a contract clause that will require Subcontractors to pay each lower tiered Subcontractor participating on the Project for satisfactory performance of its contract no later than 7 days from the receipt of each payment the Subcontractor receives from Contractor. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the City. This clause applies to both DBE and non - DBE Subcontractors.
36

You must ensure prompt and full payment of retainage from the prime contractor to the subcontractor no later than 30 days after the subcontractor's work is satisfactorily completed.

Prompt Payment of Withheld Funds to Subcontractors
The City shall identify one of the provisions below and include the selected provision in their federal -aid contracts to ensure prompt and full payment of retainage, if applicable, to subcontractors in compliance with 49 CFR 26.29. ❑ Provision #1 — No retainage will be held by the agency from progress payments due to the prime contractor. Prime contractors and subcontractors are prohibited from holding retainage from subcontractors. Any delay or postponement of payment may take place only for good cause and with the agency's prior written approval.

Any violation of these provisions shall subject the violating contractor or subcontractor to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the contractor or subcontractor in the event of a dispute involving late payment or nonpayment by the contractor, deficient subcontractor performance, and/or noncompliance by a subcontractor. This clause applies to both DBE and non -DBE subcontractors.
❑ Provision #2 — No retainage will be held by the agency from progress payments due the prime contractor. Any retainage kept by the prime contractor or by a subcontractor must be paid in full to the earning subcontractor after the subcontractor's work is satisfactorily completed within the following timeframe:

1. For construction subcontracts, retainage must be paid within seven (7) days of receipt unless otherwise agreed to in writing for construction work completed (Section 7108.5 of the CBPC and Section 10262 of the CPCC) Any delay or postponement of payment may take place only for good cause and with the agency's prior written approval. Any violation of these provisions shall subject the violating contractor or subcontractor to the penalties, sanctions, and remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the contractor or subcontractor in the event of a dispute involving late payment or nonpayment by the contractor, deficient subcontractor performance, and/or noncompliance by a subcontractor. This clause applies to both DBE and non -DBE subcontractors.
❑ Provision #3 — The agency shall hold retainage from the prime contractor and shall make prompt and regular incremental acceptances of portions, as determined by the agency of the contract work and pay retainage to the prime contractor based on these acceptances. Any retainage kept by the prime contractor or by a subcontractor must be paid in full to the earning subcontractor after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the agency within the following timeframe:

1. For construction subcontracts, retainage must be paid within seven (7) days 37

of receipt unless otherwise agreed to in writing for construction work completed (Section 7108.5 of the CBPC and Section 10262 of the CPCC) Any delay or postponement of payment may take place only for good cause and with the agency's prior written approval. Any violation of these provisions shall subject the violating prime contractor to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to the contractor or subcontractor in the event of: a dispute involving late payment or nonpayment by the contractor; deficient subcontractor performance and/or noncompliance by a subcontractor. This clause applies to both DBE and non -DBE subcontractors.
c. TERMINATION/SUBSTITUTION
The contractor must promptly notify the City, 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 without prior written consent of the City. 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 City. The contractor must give the DBE five days to respond to the contractor's written notice and advise the City and the contractor of the reasons, if any, why it objects to the proposed termination of its subcontract and why the City should not approve the contractor's action. If required in a particular case as a matter of public necessity (e.g., safety), the City may provide a respond period shorter than five days. The City shall review the termination/substitution request based on the reasons provided in 49 CFR

26.53. The contractor will include a contract clause stating:

The contractor shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed unless the contractor obtains the written consent of the City and that, unless the written consent of the City is provided, the contractor shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE.

The contractor must make available upon request by the City a copy of all DBE subcontracts. The contractor shall ensure that all subcontracts or an agreement with DBEs to supply labor or materials require that the subcontract and all lower tier subcontractors be performed in accordance with this part's provisions. d. FAILURE TO COMPLY
Failure of the Contractor to comply with any DBE requirement of 49 CFR Part 26 as amended, may subject Contractor to formal enforcement action or 38

appropriate sanctions by LACMTA, such as the termination of the contract, progressive payment withholding until deficiencies are remedied, and any additional enforcement allowed by the contract.
39

INSTRUCTIONS - BIDDER'S LIST OF SUBCONTRACTORS
(DBE AND NON -DBE) PART I AND PART II
(CONSTRUCTION CONTRACTS)
ALL PROPOSERS:

The U.S. Department of Transportation (DOT) requires the City to maintain a "Bidders List" containing information about all firms (DBE and non -DBE) that bid, propose or quote on the City's DOT -assisted contracts, in accordance with 49 CFR Part 26.11, for use in the Metro's overall triennial DBE goal -setting process. Therefore, the Proposer shall provide the requested information for every firm who submitted a quote, bid, or proposal, including the primary Proposer, whether successful or unsuccessful in their attempt to obtain a contract:
a. Firm name;
b. Firm address;
c. Phone number
d. A description of the work that each DBE will perform; e. Range of annual gross receipts for the last year;
PART I - Identifies all subcontractors (DBE and Non -DBE) that provided a quote, bid, or proposal.

PART II - Identifies all subcontractors (DBE and Non -DBE) that provided a quote, bid, or proposal but were not selected to participate as a subcontractor on the project.

It is the Proposers responsibility to verify that the RC-DBE(s) falls into one of the following six groups in order to count towards the RC -DBE contract goal: 1) Black American; 2) Asian - Pacific American; 3) Native American; 4) Hispanic American, 5) Subcontinent Asian American, and 6) Women.
40

RFP FORM _ - BIDDERS LIST
Proposer
RFP Number
The U.S. Department of Transportation (DOT) requires the City to create and maintain a Bidders List containing information about all firms (DBEs and non -DBEs) that bid, propose, or quote on the City's DOT - assisted contracts in accordance with 49 C.F.R., Part 26.11. The "Bidders List" is intended to be a count of all firms that are participating, or attempting to participate, on DOT -assisted contracts, whether successful or unsuccessful in their attempt to obtain a contract.

The Proposer is to complete all requested information for every firm that submitted a bid, proposal, or quote, including the Proposer itself and any proposed subconsultants. The Bidders List form shall be submitted with each proposal submitted by the Proposer to the City and for all bids, proposals, or quotes received by the Proposer for the pre -construction phase of this Project. Please note that the City will request that this form be executed again if Proposer is awarded construction work on the Project as new subcontractors will then need to be identified. s. The Bidders List content will not be considered in evaluating the proposal or determining award of any contract.

Name of Prime's Firm:

Phone: ( )
Firm Address: Email Address:

Type of work/services/materials provided:

City
ST
ZIP
Number of years in business:

Contact Person:

Title:

Is the firm currently certified as a DBE under 49 C.F.R., Part 26? ❑ Yes ❑ No
Proposer has DBE Certification in the following categories (place an "X"):
❑ Black American
❑ Native American
❑ Hispanic American
❑ Other
❑ Asian Pacific American
❑ Women
❑ Subcontinent Asian American
Check the box below for your firm's annual gross
receipts last year:
❑ Less than $1 million
❑ Less than $5 million
❑ Less than $10 million
❑ Less than $15 million
❑ More than $15 million

RFP FORM (CONT'D) - BIDDERS LIST
41

Note: Each proposed subconsultant shall complete this form, and the Proposer will submit it with its proposal.

Name of Subconsultant's Firm:

Phone:

Firm Address:

Email Address:

Type of work/services/materials provided:

City
ST
ZIP
Number of years in business:

Contact Person:

Title:

Is the subconsultant's firm currently certified as a DBE under 49 G.F.R.,
Part 26? ❑ Yes ❑ No
Subconsultant has DBE Certification in the following
categories (place an "X"):
❑ Black American ❑ Asian Pacific American
❑ Native American ❑ Women
❑ Hispanic American ❑ Subcontinent Asian American
❑ Other
Check the box below for your firm's annual gross
receipts last year:
❑ Less than $1 million
❑ Less than $5 million
❑ Less than $10 million
❑ Less than $15 million
❑ More than $15 million
If necessary, this Bidders List form can be duplicated to include all firms (DBEs and non -DBEs) that have submitted a bid, proposal, or quote on this DOT -assisted Project, whether successful or unsuccessful in their attempt to obtain a contract.
42

INSTRUCTIONS - LOCAL AGENCY PROPOSER RC -DBE COMMITMENT ALL PROPOSERS:

PLEASE NOTE: It is the proposer's responsibility to verify that the RC-DBE(s) falls into one of the following groups in order to count towards the RC -DBE contract goal: 1) Black Americans; 2) Asian -Pacific Americans; 3) Native Americans; 4) Hispanic Americans, 5) Subcontinent Asian Americans, and 6) Women. This information must be submitted with your proposal. Failure to submit the required RC -DBE commitment will be grounds for finding the proposal nonresponsive.

A "RC -DBE" is a firm meeting the definition of a DBE as specified in 49 CFR and is one of the following groups: Black Americans, Native Americans, Asian -Pacific Americans, Hispanic American, Subcontinent Asian American, or Women.

The form requires specific information regarding the consultant contract: Local Agency, Location, Project Description, Proposal Date, Proposer's Name, and Contract RC -DBE goal.

The form has a column for the Description of Work, Service or Materials Supplied to be subcontracted to RC -DBEs (or performed if the proposer is a RC -DBE). The RC -DBE prime contractors shall indicate all work to be performed by RC -DBEs including work to be performed by its own forces if a RC -DBE. The RC -DBE shall provide a certification number to the Consultant and notify the Consultant in writing with the date of decertification if their status should change during the course of the contract. Enter RC - DBE prime consultant and subconsultant certification numbers. The form has a column for the Names of certified RC -DBEs to perform the work (must be certified on the date proposals are due and include RC -DBE address and phone number).

There is a column for the dollar amount of each RC -DBE. Enter the Total Claimed RC - DBE Participation dollar amount and percentage of items of work submitted with proposal pursuant to the Special Provisions. (If 100% of the item is not to be performed or furnished by the RC -DBE, describe exact portion of time to be performed or furnished by the RC - DBE.) Note: If the proposer has not met the contract goal, the local agency must evaluate the proposer's good faith efforts to meet the goal in order to be considered for award of the contract.

The exhibit below must be signed and dated by the consultant submitting the proposal.

Also list a phone number in the space provided and print the name of the person to contact.
43

LOCAL AGENCY PROPOSER RC -DBE COMMITMENT
This form must be submitted with the proposal.

1. Local Agency

3. Project Description

4. Project Location

5. Proposers Name

8. Total Dollar Amount for
ALL Subcontractors

2. Contract RC -DBE Goal (%)

6. Prime Certified DBE ❑ 7. Total Contract Award Amount:

9. Total Number of ALL Subcontractors

FOR AGENCY TO COMPLETE

20. Agency Contract No.

21. Federal -Aid Project No.

22. Contract Execution Date
Agency certifies that the DBE certifications have been verified and all information is complete and accurate/unless noted otherwise.

23. Signature of Agency Representative 24. Date

25. Agency Representative Name (please print or type)

26. Agency Representative Title

27. (
Phone Number
Distribution: (1) Original - Agency files

2. DBE Contact Infer
ified prior to'submis!
RC -DBE name, addre=
and Shone number);

14.Total Claimed RC -DBE Commitment: $
o/a

15. Signature of Proposer
( )

16. Date 17. Phone Number

18. Name of Proposer (please print or type)

19. Title of Proposer
Local Agency Proposer RC -DBE Commitment (Consultant Contracts) — Rev 012623 44

RC -DBE INFORMATION - GOOD FAITH EFFORTS
Federal -aid Project No. Bid Opening Date:

The City has established a Race -Conscious Disadvantaged Business Enterprise (RC -DBE) goal of for this project. The information provided herein shows that a good faith effort was made. Good Faith Efforts documentation must be submitted with the Bid/Proposal or Contractor will be deemed non -responsive to the DBE requirements.

Lowest, second lowest and third lowest Proposers shall submit the following information to document adequate good faith efforts. Proposers should submit the following information even if the "Local Agency Bidder — RC -DBE Commitment" form indicates that the Proposer has met the RC -DBE contract goal. This will protect the Proposer's eligibility for award of the contract if the administering agency determines that the Proposer failed to meet the goal for various reasons, e.g., a RC -DBE firm was not certified at bid opening, or the Proposer made a mathematical error.

The submittal of only the "Local Agency Bidder RC -DBE Commitment" form may not provide sufficient documentation to demonstrate that adequate good faith efforts were made.

The following types of actions will be considered as part of the Proposer's Good Faith Efforts to obtain RC -DBE participation:
a. The names and dates of each publication in which a request for RC -DBE participation for this project was placed by the Proposer. Attach copies of advertisements or proofs of publication:

Publications Dates of Advertisement
b. The names and dates of written notices sent to certified RC -DBEs soliciting bids for this project and the dates and methods used for following up initial solicitations to determine with certainty whether the RC -DBEs were interested. Attach copies of solicitations, telephone records, fax confirmations etc.

Names of RC -
DBEs Solicited
Date of Initial
Solicitation
Follow Up
Methods and
Dates
c. The items of work which the Proposer made available to RC -DBE firms, including, where appropriate, any break down of the contract work items (including those items normally performed by the Proposer with its own forces) into economically feasible units to facilitate RC -DBE participation. It is the Proposer's responsibility to demonstrate that sufficient work was made available to facilitate RC -DBE 45

participation as follows (please provide documents that sufficiently evidence the effort):

Items of Work Proposer Breakdown of Items Amount Percentage Normally ($) Of
Performs Item Contract
(Y/N)
d. The names, addresses and phone numbers of rejected RC -DBE firms, the reasons for the Proposer's rejection of the RC -DBEs, the firms selected for that work (please attach copies of quotes from the firms involved), and the price difference for each RC - DBE if the selected firm is not a RC -DBE.

1. Names, addresses and phone numbers of rejected RC -DBEs and the reasons for the Proposer's rejection of the RC -DBEs:

2. Names, addresses and phone numbers of firms selected for the work identified above:
e. Efforts made to assist interested RC -DBEs in obtaining bonding, lines of credit or insurance, and any technical assistance or information related to the plans, specifications and requirements for the work which was provided to RC -DBEs:
f. Efforts made to assist interested RC -DBEs in obtaining necessary equipment, supplies, materials, or related assistance or services, excluding supplies and 46

equipment the RC-DBEsubcontractor purchases or leases from the prime contractor or its affiliate:
g.

The names of agencies, organizations or groups contacted to provide assistance in contacting, recruiting and using RC -DBE firms. Attach copies of requests to agencies and any responses received, i.e., lists, Internet page download, etc.

Name of
Agency/Organization
Method/Date of
Contact
Results
h. Any additional data to support a demonstration of good faith efforts please include here.

Proposers are advised to attach all requested documents to this form.

Include any and all supplemental materials necessary in order to demonstrate Good Faith Efforts.
47

INSTRUCTIONS - SUMMARY OF MONTHLY DBE PAYMENTS INFORMATION CITY FORM NO. XX
SUCCESSFUL PROPOSER:

This form requires specific information regarding the disadvantaged business enterprise subcontractors paid on this construction contract.

The form must be completed for all DBEs — including all RC -DBEs paid for each monthly period. The form requires that the Reporting Period (month/year) be included. A Report Number should also be completed. This field should include a sequential number with the first form having number "1". The date prepared should also be included.

IMPORTANT: Identify all DBE firms that were paid during the reporting period for the project- -including all RC -DBEs listed on the RC -DBE Commitment form (Exhibit 15G(1)), regardless of tier. Names of the First Tier DBE Subcontractors and their respective item(s) of work listed should be consistent, where applicable, with the names and items of work in the "List of Subcontractors" submitted with your bid.

There is a column for the "Dollars Paid This Month". Enter the Total amount paid for each DBE firm for the reporting period. Also include the total amount paid to date, which shall include the amount paid for the current reporting period.

Include the Schedule Activity ID for construction contracts. Include a brief description for the type of work performed. The original dollar amount committed to the DBE firm should be included in the appropriate Column and any increase or decrease in the subcontract amount resulting from a change order shall be included in the "Dollar +/- resulting from Change order Activity" column.

The City Form XXX must be signed and dated by the prime contractor's representative that is responsible for reporting DBE compliance matters. The form must be submitted no later than the 15th day of each month.
48

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50 ATTACHMENT "C"

ACKNOWLEDGEMENT OF CITY'S STANDARD FORM OF AGREEMENT
51

ACKNOWLEDGEMENT OF CITY'S STANDARD FORM OF AGREEMENT
I, the undersigned, certify that I, [insert name] am the [insert title] of [insert firm
name], the party making the proposal for award of an Agreement for PLANNING AND ENGINEERING SERVICES ("Proposer") and, on behalf of the Proposer, hereby:

Accept City's Standard Form of Agreement — check one box.

As is, without qualifications or modifications.

As modified by attachment. [Proposer to provide]
I certify that I am authorized to sign this Consent Form on behalf of the Proposer.

Executed this day of , 2024 at , California.

Signature of Officer
Printed/Typed Name of Officer
Title of Officer
52

ATTACHMENT "D"

SAMPLE PROFESSIONAL SERVICES AGREEMENT
53

2024

PROFESSIONAL SERVICES AGREEMENT
(Engagement: Planning and Engineering Services for the Development of a Safe Streets For All (SS4A) Action Plan)
(Parties: City of Bell Gardens and INSERT CONSULTANT NAME) THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, "Agreement") is made and entered into this day of 2024 (hereinafter, the "Effective Date") by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and INSERT CONSULTANT NAME (hereinafter, "CONSULTANT"). For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term "Parties." The capitalized term "Party" may refer to CITY or CONSULTANT interchangeably, as appropriate.

RECITALS
WHEREAS, CITY requires professional consulting services for planning and engineering services for the development of a Safe Streets For All (SS4A) Action Plan; and WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and WHEREAS, the execution of this Agreement was approved by the Bell Gardens City Council at its Regular Meeting.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:

1.1 I .

ENGAGEMENT TERMS
TERM: This Agreement shall have a term commencing from the Effective Date through INSERT DATE (hereinafter, the "Term"). The Agreement may be renewed for up to two (2) additional one-year (1 -year) terms. Nothing in this Section shall operate to prohibit or otherwise restrict the CITY's ability to terminate this Agreement at any time for convenience or for cause as provided under Article V (Termination), below.

1.2 SCOPE OF WORK:

A. Subject to the terms and conditions of this Agreement, CONSULTANT agrees to provide the services and tasks described in that certain Request for Proposals of CITY entitled "Request For Proposals for On -Call Professional Services for Grant Writing, Grant Administration, Program Management, Labor Compliance, and Community Outreach Services" (hereinafter, "CITY RFP") and the written proposal of CONSULTANT entitled "INSERT TITLE OF PROPOSAL" (hereinafter, the "CONSULTANT PROPOSAL") dated INSERT DATE OF PROPOSAL. The CITY RFP and the CONSULTANT PROPOSAL are attached 54

and incorporated hereto as Exhibit "A" and "B" respectively. The term "Scope of Work" shall be a collective reference to the CITY RFP and the CONSULTANT PROPOSAL. The capitalized term "Work" shall be a collective reference to all the various services and tasks referenced in the Scope of Work. In the event of any conflict or inconsistency between the provisions of the document entitled CITY RFP and the provisions of the document entitled CONSULTANT PROPOSAL, the requirements of the document entitled CITY RFP shall govern and control but only to the extent of the conflict or inconsistency and no further.

In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.

1.3 PROSECUTION OF WORK:

A. CONSULTANT shall perform Work continuously and with due diligence so as to complete the Work within the Term of this Agreement;
B. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors or agents; C. CONSULTANT shall not claim or be entitled to receive any compensation or damage because of the failure of CONSULTANT, or its subconsultants, to have related services or tasks completed in a timely manner; D. CONSULTANT shall at all ti es enforce strict discipline and good order among CONSULTANT's employees; and
E. CONSULTANT, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

1.4 COMPENSATION: CONSULTANT shall perform the Work in accordance with "INSERT TITLE OF COMPENSATION DOCUMENT" (hereinafter, the "COMPENSATION RATE"). The foregoing notwithstanding, CONSULTANT's total compensation for the performance of all Work contemplated under this Agreement, will not exceed the total budgeted aggregate sum of INSERT WRITTEN AMOUNT ($INSERT NUMBER) (hereinafter, the "Not -to -Exceed Sum") during the prosecution of this Agreement, unless such added expenditure is first approved by the City Council. In the event CONSULTANT's charges are projected to exceed the Not -to -Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT's performance pending CITY approval of any anticipated expenditures in excess of the Not -to -Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.

1.5 PAYMENT OF COMPENSATION: Following the conclusion of the work requested in Section 1.1, CONSULTANT shall submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, 55

including services and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of CONSULTANT's compensation is a function of hours worked by CONSULTANT's personnel, the invoice should indicate the number of hours worked, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONSULTANT in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice. CITY will not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.

1.6 ACCOUNTING RECORDS: CONSULTANT will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY will have the right to access and examine such records, without charge, during normal business hours.

CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

1.7 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, CONSULTANT will deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT will only be compensated for the reasonable value of the services, tasks and other Work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT's cessation or abandonment.

1.8 FHWA REQUIRED FEDERAL PROVISIONS AND CERTIFICATIONS: The FHWA Required Federal Provisions and Certifications set forth in Exhibit "C" are incorporated as part of this Agreement. Each CONSULTANT and SUB -CONSULTANT will be subject to these federal provisions and certifications. The CONSULTANT must include these provisions and certifications with all subcontracts.

1.9 RC -DBE INSTRUCTIONS TO METRO SUBRECIPIENT AGENCIES: The RC -DBE Instructions for Metro Subrecipient Agencies set forth in Exhibit "D" are incorporated as part of this Agreement. Each CONSULTANT and SUB -CONSULTANT will be subject to DBE requirements and flow down clauses. The CONSULTANT is required to meet this 6% DBE goal or demonstrate Good Faith Efforts as a condition of the award of this Contract. The CONSULTANT must include these RC -DBE instructions with all subcontracts.
56

II.

PERFORMANCE OF AGREEMENT

2.1 CITY'S REPRESENTATIVE: The CITY hereby designates INSERT CITY REPRESENTATIVE (hereinafter, the "City Representative") to act as its representative for the performance of this Agreement. The City Representative or their designee will act on behalf of the CITY for all purposes under this Agreement. CONSULTANT will not accept directions or orders from any person other than the City Representative or their designee.

2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates INSERT CONSULTANT REPRESENTATIVE, to act as its representative for the performance of this Agreement (hereinafter, "Consultant Representative"). Consultant Representative will have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. Consultant Representative or their designee will supervise and direct the performance of the Work, using their best skill and attention, and will be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement.

Notice to the Consultant Representative will constitute notice to CONSULTANT.

2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:

CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and will be available to CITY staff and the City Representative at all reasonable times. All work prepared by CONSULTANT will be subject to inspection and approval by City Representative or their designees.

2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:

A. CONSULTANT will perform all Work skillfully, competently and to the highest standards of CONSULTANT's profession;
B. CONSULTANT shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the CITY to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the CITY's authorized representative; C. CONSULTANT will perform all Work in a manner reasonably satisfactory to the CITY;
D. CONSULTANT will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.). CONSULTANT shall be liable for all violations of such laws and regulations in connection with Services. If CONSULTANT performs any work knowing it to be contrary to such laws, rules and regulations, CONSULTANT shall be solely 57