Montebello City Council
May 14, 2025

Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territorial government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement. Canadian Participation. Subject to the approval of the Contractor, any Canadian provincial government or provincially funded entity in Ontario, Quebec, Nova Scotia, New Brunswick, Manitoba, British Columbia, Prince Edward Island, Saskatchewan, Alberta, Northwest Territories, Nunavut, Yukon, and Newfoundland and Labrador, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement.

Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.

Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.

Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to [email protected] to support documentation of participation and posting in appropriate data bases.

NASPO and NASPO ValuePoint are not parties to the Master Agreement.

Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.

Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum.

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Resale. “Resale” means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the Master Agreement, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that are deliverables). Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

Individual Customers.

Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.

Independent Contractor.

The Contractor is an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as an agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.

Contracting Personnel.

Contractor must provide adequate contracting personnel to assist states with the completing and processing Participating Addenda. It is preferred that each Contractor be able to provide each Participating Entity with a primary contact person for that Participating Entity.

Changes in Contractor Representation.

The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor’s proposal. Such approval shall not be unreasonably withheld.

The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.

Contractor Verification.

The Contractor is responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contractor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. The term Partner will be utilized in naming the relationship a Contractor has with another company to market and sell under the contract. Participating Entities will have final determination/approval if a Partner may be approved for that state in the role identified by the Contractor.

Contractor Performance Meeting.

An annual performance meeting may be held each year with the NASPO ValuePoint Sourcing Team. Historically performance meetings have been held in Minnesota, but the Lead State may hold the meetings in person or virtually at the Lead State’s discretion.

All contractors that are invited to participate must send their Primary Account Representative, unless an exception is granted in writing by the Lead State. It is possible that not all contractors will be invited to participate in a performance meeting.

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Laws and Regulations.

Any and all Products offered and furnished shall comply fully with all applicable Federal, State, and local laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. To the extent any purchase is subject to Federal Acquisition Regulations, as may be required by the terms of a federal grant, a Participating Entity and Contractor may include in their Participating Addendum terms that reflect such a requirement.

Price and Rate Guarantee Period.

All minimum discounts and rates must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period, any request for minimum discount or rate adjustment must be for a guarantee period as offered by the Contractor, and must be made at least 30 days prior to the effective date. Requests for minimum discount or rate adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to minimum discounts or rates will be allowed.

Premium Savings Package Program.

The Lead State reserves the right to create a Premium Savings Package Program (PSP) as outlined in the Definitions, Paragraph 2.ee of Exhibit A. Participation by Contractor is voluntary. The details and commitments of the PSP will be detailed as a part of any request for Contractor to participate.

Services.

Participating Entities must explicitly allow services in their Participating Addenda for the approved services to be allowed under that Participating Addendum. The Participating Addendum by each Participating Entity will address service agreement terms and related travel.

Ordering.

Master Agreement and purchase order numbers shall be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence.

Purchasing Entities may define entity or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered.

Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation.

Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies or services contemplated by this Master Agreement.

Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.

Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.

All Orders pursuant to this Master Agreement, at a minimum, shall include:

The service description or supplies being delivered;
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The place and requested time of delivery;
A billing address;
The name, phone number, and address of the Purchasing Entity representative; The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s proposal;
A ceiling amount of the order for services being ordered; The Master Agreement identifier; and
Statement of Work, when applicable.

All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order.

Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.

Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination.

Contractor shall not honor any Orders placed after the expiration, cancellation or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.

Trade-In.

Any trade-in programs offered during the life of the Master Agreement must be approved by the Lead State.

Participating Entities must explicitly allow trade-in programs in their Participating Addenda for the approved programs to be allowed under that Participating Addendum. Trade-in value shall not decrease the discounts offered through the Master Agreement.

Shipping and Delivery.

The prices are the delivered price to any Purchasing Entity for standard 3-5 day shipping. If an order is requested with expedited shipping, the Contractor must provide a firm “not to exceed” price for the expedited shipping on the quote. All deliveries shall be FOB Destination, freight pre-paid, with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain the Contractor’s until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor’s warranty obligations. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.

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Specific delivery instructions, including FOB Inside Delivery, will be noted on the order form or Purchase Order.

Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to promptly notify the Purchasing Entity placing the Order.

All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipment shall be marked with the Purchasing Entity’s Purchase Order number and other information sufficient for the Purchasing Entity to properly identify the shipment as outlined in the Participating Addendum of the Purchasing Entity.

Inspection and Acceptance.

Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code.

Acceptance. Purchasing Entity shall determine whether all Products and Services delivered meet the Contractor's published specifications. No payment shall be made for any Products or Services until the Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every effort to notify the Contractor within thirty (30) calendar days following delivery of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. Failure to reject upon receipt, however, does not relieve the Contractor of liability for latent or hidden material defects. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. The warranty period shall begin upon Acceptance. If the parties agree to acceptance testing, the terms of subsection (c), below, apply.

Acceptance Testing. The Purchasing Entity and the Contractor shall determine if Acceptance Testing is applicable and required for the purchase. “Acceptance Testing” means the process for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity.

The Acceptance Testing period shall be thirty (30) calendar days starting from the day after the Product is delivered or, if installed, the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor.

No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the Contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. The warranty period shall begin upon Acceptance.

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If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed.

Title of Product.

Definitions. For purposes of this section, the following terms are defined as follows:
“Deliverables” means any reports, analyses, scripts, code, or other work results that Contractor delivers to Purchasing Entity within the framework of fulfilling Contractor’s obligations to Purchasing Entity. "Equipment” means Contractor-branded hardware products. “Proprietary Rights” means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights of a party.

Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Equipment free and clear of all liens, encumbrances, or other security interests. Purchasing Entity’s rights to use the software delivered by Contractor are governed by the terms of the applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula (the “EULA”) shall apply.

Contractor’s EULA must be made available to Purchasing Entities for review prior to negotiating a Participating Addendum or the issuance of an Order and shall meet or exceed the terms set forth in this Master Agreement.

Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Equipment.

Contractor grants Purchasing Entity a non-exclusive, non-transferable, irrevocable license to use (without the right to sublicense) the Deliverables provided by Contractor for Purchasing Entity’s internal business and governmental purposes, only and solely in accordance with the applicable service specification and subject to this Master Agreement. The grant of this license is subject to Purchasing Entity’s compliance with the terms of this Master Agreement and Purchasing Entity’s payment of applicable amounts due. Such license shall be perpetual unless granted pursuant to the purchase of a subscription, in which case the license shall be for the term of the subscription. Purchasing Entity may authorize its service providers to use the Deliverables, but solely on Purchasing Entity’s behalf, solely for Purchasing Entity’s internal business or governmental purposes, and Purchasing Entity shall be responsible for service provider’s compliance with these restrictions. This section shall not affect a Purchasing Entity’s right to transfer ownership of a product, and transfer, if permitted by Contractor or its licensors, licenses associated with such product, to another individual or entity as part of the Purchasing Entity’s surplus program or sale of used products to employees or former employees.

Contractor reserves for itself all Proprietary Rights that it has not expressly granted to Purchasing Entity herein.

The license granted in this clause 20(c) does not apply to: (i) Equipment; (ii) Contractor-branded generally available software; or (ii) items licensed or otherwise provided under a separate agreement. Contractor is not limited in developing, using, or marketing services or products that are similar to the Deliverables or Professional Services provided hereunder, any service, specification, or, subject to Contractor’s confidentiality obligations to Purchasing Entity, in using the Deliverables or performing similar Professional Services for any other projects. Notwithstanding the previous, Contractor’s use of Deliverables created specifically for and paid for by a Purchasing Entity is subject to Purchasing Entity approval.

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Any and all licensing, maintenance, cloud services, or order specific agreements referenced within the terms and conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the terms of the Master Agreement as incorporated into the Participating Addendum, and to the extent the terms are not in conflict with the Participating Entity’s applicable laws. In the event of a conflict in the terms and conditions, the conflict shall be resolved as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance, cloud services agreements, or order specific agreements may be further negotiated by the Contractor or, if applicable, the Licensor, and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.

If (i) Contractor is or becomes aware of any infringement claim made against a third-party branded product offered by Contractor through this Master Agreement, (ii) the third-party branded product is determined to infringe upon the intellectual property rights of another third party, and (iii) such infringement is not remedied by the third party so that the product is no longer infringing, Contractor shall immediately cease offering the product under this Master Agreement and notify the Lead State, NASPO, Participating Entities, and purchasers of the product.

Warranty.

The Contractor must ensure warranty service and maintenance for all equipment, including third party products provided. The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.

System Failure or Damage.

In the event of system failure or damage caused by the Contractor or its Product, the Contractor shall use reasonable efforts to restore or assist in restoring the system to operational capacity. The Contractor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.

Payment.

Payment after Acceptance is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law.

Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.

Prices are exclusive of taxes, duties, and fees, unless otherwise quoted. If a withholding tax is required by law, the tax will be added and identified on the applicable invoice. All applicable taxes, duties, and fees must be identified on the quote.

Leasing or Alternative Financing Methods.

Lease purchase and term leases are allowable only for Purchasing Entities whose rules and regulations permit leasing of software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process and if the applicable PAs permit leasing. No lease agreements will be reviewed or evaluated as part of the RFP evaluation process.

Contract Provisions for Orders Utilizing Federal Funds.

Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.

Self Audit.

The Contractor must conduct at a minimum a quarterly self-audit, unless approved by the Lead State. The audit will sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted.

For example: Up to 1,000 sales = 1 audit; 10,000 sales = 10 audits; Up to 100,000 sales = 100 audits. This will be a random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported to Lead State with actions to correct documented findings.

Assignment/Subcontracts.

Contractor shall not assign, sell or otherwise transfer all or any part of this Master Agreement without prior written consent from the Lead State, such consent not to be unreasonably withheld.

The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State agency or eligible Purchasing Entity. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO ValuePoint and other third parties.

Insurance.

Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers legally authorized to conduct business in the Lead State and in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.

Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:

Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate; Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.

Contractor shall pay premiums on all insurance policies. Contractor will use reasonable efforts to give thirty (30) days prior written notice to State prior to cancellation or non-renewal of any of the policies providing such coverage; provided, however that Contractor shall not be obligated to provide such notice if, concurrently with such cancellation or non-renewal, Contractor obtains coverage from different insurer(s) meeting the requirements described herein.

Prior to commencement of performance, Contractor shall provide to the Participating Entity a certificate of insurance showing the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating Entity as an additional insured, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating Entity as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.

During the term of this Master Agreement, Contractor shall upon request provide to the Lead State and Participating Entities evidence of coverage that meets the requirements of this Section and the applicable Participating Addendum. Failure to provide evidence of coverage, within thirty (30) calendar days of receipt of request may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.

Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

Administrative Fees.

The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one- quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter.

The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable.

The NASPO ValuePoint Administrative Fee in this section shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.

Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Purchasing Entity may allow the Contractor to adjust the Master Agreement pricing to account for these additional fees for purchases made by Purchasing Entities within the jurisdiction of the Participating Entity. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

NASPO ValuePoint Reports
Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum (“Sales Data”). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section.

Summary Sales Data. “Summary Sales Data” is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.

Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details.

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Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.

Sales Data Crosswalks. Reserved.

Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary.

NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review.

Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement.

Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the contract offer as available in the Participating Entity.

Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option.

Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees.

Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.

The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review.

Lead State may, in its discretion, cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement.

The Lead State may exercise its right to not renew the Master Agreement if contractor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two years after award of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A or to terminate for default pursuant to Paragraph 44 of Exhibit A.

Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

purchasing program facilitating public procurement solicitations and agreements using a lead agency model. This does not include contracts with any federal agency or any federal contract.

Right to Publish.

Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the public release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.

Records Administration and Audit.

The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions.

This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.

Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.

The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.

Indemnification
General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any claims or causes of action, including attorney’s fees, to the extent arising from Contractor’s intentional, willful, or negligent acts or omissions; actions that give rise to strict liability; and actions arising from breach of contract or warranty. “Indemnified Party” means NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees.

The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the Indemnified Party’s sole negligence. This clause will not be construed to bar any legal remedies the Contractor may have for the Indemnified Party’s failure to fulfill its obligation under this Contract.

Intellectual Property Indemnification.

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In the event of any such claim by any third party against the Indemnified Party that Products, Software, Services or Deliverables prepared, produced, or branded by Contractor and delivered pursuant to this Master Agreement infringe or misappropriate that third party's U.S. patent, copyright, trade secret, or other intellectual property rights ("Indemnified Claims"), the Indemnified Party shall promptly notify the Contractor. The Contractor, at its own expense, shall indemnify, defend to the extent permitted by the Indemnified Party’s laws, and hold harmless the Indemnified Party against any loss, cost, expense, or liability (including legal fees) arising out of such a claim, whether or not such claim is successful against the Indemnified Party.

If Contractor receives prompt notice of such a claim that in the Contractor's opinion is likely to result in an adverse ruling, the Contractor shall at its option (1) obtain a right for the Indemnified Party to continue using such Products, Deliverables, or Software or allow Contractor to continue performing the Services; (2) modify such Products, Software, Services, or Deliverables to make them non-infringing without materially affecting their utility or functionality; (3) replace such Products, Software, Services, or Deliverables with a non-infringing equivalent; or (4) refund any pre-paid fees for the allegedly infringing Services that have not been performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing Product, Deliverables, or Software.

Notwithstanding the foregoing, Contractor shall have no obligation under this Section for any claim resulting or arising from (1) modifications of the Products, Software, Services, or Deliverables that were not performed by, on behalf of, or at the direction of Contractor; (2) the combination, operation, or use of the Products, Software, Services, or Deliverables in connection with a third-party product, software or service (the combination of which causes the claimed infringement); or (3) Contractor's compliance with Indemnified Party’s written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by Indemnified Party. Contractor's duty to indemnify and defend under this Section is contingent upon: (a) Contractor receiving prompt written notice of the third-party claim or action for which Contractor must indemnify Indemnified Party, (b) Contractor having the right to solely control the defense and resolution of such claim or action, unless the Indemnified Party’s law requires approval for a third party to defend the Indemnified Party and such approval is not received, and (c) Indemnified Party’s cooperation with Contractor in defending and resolving such claim or action. This Section states Indemnified Party’s exclusive remedies for any third-party intellectual property claim or action and nothing in this Master Agreement or elsewhere will obligate Contractor to provide any greater indemnity to Indemnified Party.

Limitations of Liability
The Parties agree that neither Contractor nor the indemnified party shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special damages except any claim related to bodily injury or death; an unauthorized release or breach of not public data as set forth more fully in Minn. Ch. 13; or a claim or demand based on patent, copyright, or other intellectual property infringement.

Contractor’s liability is limited to 2 times the amount paid by Purchasing Entity to Contractor during the 12 months preceding the date of the dispute concerning any products and services, or $5,000,000, whichever is greater. This limit on liability does not apply to claims for bodily injury or death or for intellectual property infringement.

Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:
provided by the Contractor or the Contractor’s subsidiaries or affiliates; specified by the Contractor to work with the Product; or DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or
It would be reasonably expected to use the Product in combination with such product, system or method.

License of Pre-Existing Intellectual Property.

Intentionally deleted.

Assignment of Antitrust Rights.

Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.

Debarment.

The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.

Governing Law and Venue.

The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.

Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.

If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.

Confidentiality, Non-Disclosure, and Injunctive Relief.

Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients.

Any and all information of any form that is marked as confidential by one party (the “originating party”) and is or would by its nature be deemed confidential obtained by the other party or its employees or agents (the “receiving party”) in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of the originating party (“Confidential Information”).

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Any reports or other documents or items (including software) that result from the use of the Confidential Information by the receiving party shall be treated in the same manner as the Confidential Information.

Confidential Information does not include information that (1) is or becomes (other than by disclosure by the receiving party) publicly known; (2) is furnished by the originating party to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in the receiving party’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than the originating party without the obligation of confidentiality, (5) is disclosed with the written consent of the originating party or; (6) is independently developed by employees, agents or subcontractors of the receiving party who can be shown to have had no access to the Confidential Information.

Non-Disclosure. The receiving party shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.

Each party shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information.

Without limiting the generality of the foregoing, the receiving party shall advise the originating party, and the applicable Participating Entity, and the Lead State if the originating party is a Purchasing Entity, and the Lead State if the originating party is a Participating Entity, immediately if the receiving party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and the receiving party shall at its expense cooperate with advise the originating party in seeking injunctive or other equitable relief in the name of either party against any such person.

Except as directed by the originating party, the receiving party will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at the originating party’s request, the receiving party shall turn over to the originating party all documents, papers, and other matter in the receiving party’s possession that embody Confidential Information.

Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement, and Purchasing Entity may retain Confidential Information to the extent and for the duration required by applicable law.

Injunctive Relief. Each party acknowledges that the other party’s breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to originating party that is inadequately compensable in damages. Accordingly, the originating party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.

Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.

The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the cooperative’s Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to Paragraph 33 of Exhibit A. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.

Public Information.

This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.

Cancellation.

Unless otherwise set forth in this Master Agreement, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate as set forth in Paragraph 44 of Exhibit A.

Force Majeure.

Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, or war which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement.

Defaults and Remedies.

The occurrence of any of the following events shall be an event of default under this Master Agreement:

Nonperformance of contractual requirements; or
A material breach of this Master Agreement; or
Any certification, representation or warranty by Contractor in response to the RFP or in this Master Agreement that proves to be untrue or materially misleading; or Institution of proceedings under any bankruptcy, insolvency, court-ordered reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or
Any default specified in another section of this Master Agreement.

Upon the occurrence of an event of default, except for material breach, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement. The Lead State may immediately terminate this Master Agreement upon material breach of the Master Agreement by Contractor.

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If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:

Exercise any remedy provided by law; and
Terminate this Master Agreement and any related contracts or portions thereof; and Impose liquidated damages as provided in this Master Agreement; and Suspend Contractor from being able to respond to future bid solicitations; and Suspend Contractor’s performance; and
Withhold payment until the default is remedied.

Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity.

Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.

Waiver of Breach.

Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order.

Notices.

If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile or electronic transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows:

Elizabeth Randa, Acquisition Management Specialist
112 Administration Bldg.
50 Sherburne Avenue
St. Paul, MN 55155
[email protected]
No Waiver of Sovereign Immunity.

In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.

This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

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Exhibit B: Minnesota Terms and Conditions
Change Requests.

The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered within the Band(s). Products introduced during the term of the Master Agreement shall go through a formal review process. The process for updating the products offered within a Band is outlined in Paragraph 2 of Exhibit B. The Contractor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contractor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement.

In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already established Contractor in order to meet the Lead State’s requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or amendment. The Lead State will negotiate the inclusion of the products and services with the Contractor. No products or services will be added to the Master Agreement without the Lead State’s prior approval.

Product and Service Schedule (PSS).

Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and maintain a complete listing of all products and services offered under the Master Agreement. The PSS must conform to the contracted minimum discounts. Contractor may create and maintain a separate PSS for a Participating Entity based on the requirements and restrictions of the Participating Entity.

Contractors are encouraged to provide remote learning bundles for K-12 Education. These bundles can be included in the response to the PSS.

Maintaining the PSS.

In General. Throughout the term of the Master Agreement, on a quarterly basis, Contractor may update the PSS to make model changes, add new products or services, or remove obsolete or discontinued products or services. Any updates to the PSS must conform to the Master Agreement requirements, including the scope of the Master Agreement and contracted minimum discounts.

Process. Contractor must provide notification to the Lead State of any changes to their PSS using the attached Action Request Form (ARF).
a) The Lead State does not need to approve Contractor’s request to make model changes, add their own manufactured products, or remove discontinued or obsolete products or services, and Contractor does not need the Lead State’s approval prior to posting an updated PSS. b) The Lead State must approve Contractor’s request to add new third party manufacturers to Contractor’s PSS. If the proposed third-party manufacturer holds a NASPO Master Agreement for Computer Equipment, Contractor must obtain written authorization from that manufacturer. Contractor must have the Lead State’s approval prior to posting the updated PSS.
c) Contractor must maintain a historic record of all past PSSs on their dedicated NASPO ValuePoint website.

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d) Pursuant to the audit provisions of the Master Agreement, upon the request of NASPO ValuePoint, the Lead State, or a Participating Entity, Contractor must provide an historic version of any Baseline Price List.

Purchase Orders.

There will be no minimum order requirements or charges to process an individual purchase order. The Participating Addendum number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity’s purchase order constitutes a binding contract.

Risk of Loss or Damage.

The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of transportation, and installation by the Contractor and in the possession of the Contractor or their authorized agent.

Payment Card Industry Data Security Standard and Cardholder Information Security.

Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the Payment Card Industry Data Security Standard (“PCIDSS”). “Network Components” shall include, but are not limited to, Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances; “Applications” shall include, but are not limited to, all purchased and custom external (web) applications. “Servers” shall include, but are not limited to, all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers. “Cardholder Data” shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder’s account number, expiration date, name, address, social security number, or telephone number.

Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contractor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the Purchasing Entity shall be provided with full cooperation and access to conduct a thorough security review of Contractor’s operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS.

Foreign Outsourcing of Work.

Upon request, the Contractor is required to provide information regarding the location of where services, data storage, and location of data processing under the Master Agreement will be performed.

State Audits (Minn. Stat. § 16C.05, subd. 5).

The books, records, documents, and accounting procedures and practices of the Contractor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Lead State’s Legislative Auditor or State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The Lead State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions.

Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053).

If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the contractor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.

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Human Rights/Affirmative Action.

The Lead State requires affirmative action compliance by its Contractors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600.

Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600.

Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400 5000.3600 including, but not limited to, parts 5000.3420- 5000.3500 and parts 5000.3552 5000.3559.

Disabled Workers. Minn. R. 5000.3550 provides the Contractor must comply with the following affirmative action requirements for disabled workers.

AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contractor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contractor’s noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(d) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contractor’s obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. (e) The Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons.

Consequences. The consequences of a Contractor’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State.

Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.

Equal Pay Certification.

If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly re- apply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt, the Lead State may require Contractor to verify its exempt status.

Americans with Disabilities Act (ADA).

Products provided under the Master Agreement must comply with the requirements of the Americans with Disabilities Act (ADA). The Contractor’s catalog and other marketing materials utilized to offer products under the Master Agreement must state when a product is not in compliance. If any descriptive marketing materials are silent as to these requirements, the Contractor agrees that the customer can assume the product meets or exceeds the ADA requirements.

Nonvisual Access Standards.

Pursuant to Minn. Stat. § 16C.145, the Contractor shall comply with the following nonvisual technology access standards:

That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and
That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired.

These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired.

Accessibility Standards.

Contractor acknowledges and is fully aware that the Lead State (Executive branch state agencies) has developed IT Accessibility Standard effective September 1, 2010. The standard entails, in part, the Web Content Accessibility Guidelines (WCAG) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/.

The Standards apply to web sites, software applications, electronic reports and output documentation, training delivered in electronic formats (including, but not limited to, documents, videos, and webinars), among others. As upgrades are made to the software, products, or subscriptions available through this Contract, the Contractor agrees to DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

develop functionality which supports accessibility. If any issues arise due to nonconformance with the above-mentioned accessibility Standards, the Contractor agrees to provide alternative solutions upon request at no additional charge to the State.

When updates or upgrades are made to the products or services available through this Contract, the Contractor agrees to document how the changes will impact or improve the product’s or service’s accessibility and usability. This documentation, upon request, must be provided to the Lead State in advance of the change, occurring within an agreed upon timeframe sufficient for the state to review the changes and either approve them or request a remediation plan from the Contractor. Contractor warrants that its Products comply with the above-mentioned accessibility Standards and agrees to indemnify, defend, and hold harmless the Lead State against any claims related to non-compliance of Contractor’s Product with the above-mentioned accessibility Standards. If agreed-upon updates fail to improve the product or service’s accessibility or usability as planned, the failure to comply with this requirement may be cause for contract cancellation or for the Lead State to consider the Contractor in default.

Conflict Minerals.

Contractor agrees to provide information upon request regarding adherence to the Conflict Minerals section of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1502).

See: http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838 http://www.sec.gov/news/press/2012/2012-163.htm
Hazardous Substances.

To the extent that the goods to be supplied by the Contractor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable state and federal laws and regulations, the Contractor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery.

Copyrighted Material Waiver.

The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses, including but not limited to photocopying, State Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder’s responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any and all claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action.

Publicity.

The Contractor shall make no representations of the State’s opinion or position as to the quality or effectiveness of the products or services that are the subject of the Master Agreement without the prior written consent of the State’s Assistant Director or designee of Office of State Procurement. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices.

Performance While Dispute is Pending.

Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party.

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Organizational Conflicts of Interest.

An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons:
the Contractor is unable or potentially unable to render impartial assistance or advice to the State; the Contractor’s objectivity in performing the work is or might be otherwise impaired; or the Contractor has an unfair competitive advantage.

The Contractor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Lead State’s Department of Administration’s Office of State Procurement that shall include a description of the action the Contractor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the Lead State may, at its discretion, cancel the Master Agreement. In the event the Contractor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the Lead State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms “Contract,” “Contractor,” “Master Agreement”, “Master Agreement Administrator” and “Contract Administrator” modified appropriately to preserve the State’s rights.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions. Instructions for certification:

By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below.

The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.

The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.

The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

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The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs.

Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions.

The prospective lower tier participant certifies, by submission of this 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.

Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Government Data Practices.

The Contractor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the Lead State to the Contractor and all data provided to the Lead State by the Contractor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor in accordance with the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch).

In the event the Contractor receives a request to release the data referred to in this article, the Contractor must immediately notify the Lead State. The Lead State will give the Contractor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contractor or the Lead State.

The Contractor agrees to indemnify, save, and hold the Lead State, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contractor subcontracts any or all of the work to be performed under the Master Agreement, the Contractor shall retain responsibility under the terms of this article for such work.

Survivability.

Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and resulting Master Agreement. These rights and duties include but are not limited to paragraphs: Indemnification; Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and Administrative Fees.

Severability.

If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the Lead State and the Contractor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed.

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Exhibit C: Requirements
Contractor Verification.

Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. “Re-branding” a product that is manufactured by another company does not meet this requirement. If the Contractor ceases production, sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of the Master Agreement the Lead State reserves the right to terminate the Contractor’s Master Agreement.

Warranty and Maintenance.

Contractor must ensure warranty service and maintenance for all equipment, including third party products provided.

The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.

Website.

Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor’s Master Agreement website must offer twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance times. The website must be separate from the Contractor’s commercially available (i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without written approval from the Lead State
Mandatory Specifications:
• Designated Baseline Price List(s) (e.g., MSRP, List, or Education) • Product and Service Schedule (PSS)
• Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote,
• Service options and service agreements available on the contract. Please refer to Paragraph 5. • Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns
• Sales representatives for participating entities
• Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT, Energy Star, etc.

Desirable Specifications:
• Purchase order tracking
• Information on accessibility and accessible products
• Signed Master Agreement
• Online ordering capability with the ability to remember multiple ship to locations (if applicable to product) • List of approved partners, if applicable
Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website, Contractor may not make material changes to the website without notifying the Lead State through the ARF process and receiving written approval of the changes.

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Environmental Certifications.

Contractor must include environmental or supply chain responsibility certifications and registrations for products sold through this Contract on their website. Contractor must provide these certifications and registrations for specific products to Participating Entities upon request.

EPEAT Registration.

Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement must have achieved a minimum EPEAT Bronze registration. This requirement does not apply to Band 3.

Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration. The Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition of the proposed product:
• A letter from the Green Electronics Council (GEC) on GEC’s letterhead confirming that the verification process is underway; or
• A copy of Contractor’s GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor’s CAB stating that the relevant product has been registered with the CAB and that verification is underway.

The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the Master Agreement.

Third-Party Products.

Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State. Warranty for third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party Products in a Band they have been awarded.

Third-Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of Contractor’s total sales under this Master Agreement. The Lead State may limit the sale of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of the Master Agreement.

Partner Utilization.

If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty service and maintenance for equipment the partner provides. Participating Entities have the option of utilizing partners.

Contractor must provide a Participating Entity a copy of its plan for partner utilization upon request. Contractor must make available a list of approved partners for each Participating Entity. Participating Entities must approve specific Partners as outlined within the relevant Participating Addendum, and only partners approved by the Participating Entity may be deployed. The Participating Entity will define the process to add and remove partners in their Participating Addendum.
2019 National Defense Authorization Act, Section 889(f)(3).

Under the 2019 National Defense Authorization Act, Section 889(f)(3), the US military is prohibited from purchasing video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US state are DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

not subject to this act, there is increasing concern for the security of state data. Contractor certifies for the term of this Master Agreement that it is not subject to laws, rules, or policies potentially requiring disclosure of, or provision of access to, customer data to foreign governments or entities controlled by foreign governments, and that Contractor's Products do not contain, include, or utilize components or services supplied by any entity subject to the same.

Contractor also certifies that its Products do not contain, include, or utilize any covered technology prohibited under Section 889 of the National Defense Authorization Act, as amended.

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Exhibit D: Pricing Schedule
Attached and incorporated into this Master Agreement as Exhibit D is the Price Schedule.

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Exhibit D: Price Schedule
NASPO ValuePoint Computer Equipment (2023-2028)

CONTROL SET
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Awarded Bands:
x Band 1: Personal Computing Devices (Windows)
x Band 2: Personal Computing Devices (Non-Windows)
x Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 18.0%
1 1T Band 1 - Third Party Product Minimum Discount 5.5% 2 2B Band 2 - Minimum Discount 18.0%
2 2T Band 2 - Third Party Product Minimum Discount 5.5% 3 3B Band 3 - Minimum Discount 18.0%
3 3T Band 3 - Third Party Product Minimum Discount 5.5% S-1 Standalone Services 4.0%
S-2 Warranty Services 4.0%
S-3 Training and Other Professional Services 4.0%
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Exhibit D: Price Schedule Discount Structure
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Baseline Price List: Posted on Contractor's dedicated NASPO ValuePoint website Band 1: Personal Computer Equipment (Windows OS)
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 18.0%
1 1B-1 Desktops - Alienware, Inspiron, Vostro, XPS 0.5% 1 1B-2 Notebooks - Alienware, Inspiron, Vostro, XPS 2.5% 1 1B-3 Projectors/Monitors/Other Electronics 2.5%
1 1B-4 Displays 2.5%
1 1B-5 Imaging 2.5%
1 1B-6 Dell Branded - Printer accessories, parts, and toner 1.5% 1 1B-7 Spare Parts related to Band 1 0.5%
1 1B-8 Customer Kits 15.0%
1 1B-9 Ready to Ship configurations 4.0%
1 1T Band 1 - Third Party Product Minimum Discount 5.5% 1 1T-1 Selected Third Party - Software and Peripherals 0.5% Band 2: Personal Computer Equipment (Non-Windows OS)
Band Category Code Category Description Discount off
Baseline List
2 2B Band 2 - Minimum Discount 18.0%
2 2B-1 Commercial Chromebooks 15.0%
2 2B-2 Consumer Chromebooks 15.0%
2 2B-3 Projectors/Monitors/Other Electronics 2.5%
2 2B-4 Displays 2.5%
2 2B-5 Imaging 2.5%
2 2B-6 Dell Branded - Printer accessories, parts, and toner 1.5% 2 2B-7 Spare Parts related to Band 2 0.5%
2 2B-8 Customer Kits 15.0%
2 2B-9 Ready to Ship configurations 4.0%
2 2T Band 2 - Third Party Product Minimum Discount 5.5% 2 2T-1 Selected Third Party - Software and Peripherals (Non-discountable) 0.5% Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
3 3B Band 3 - Minimum Discount 18.0%
3 3B-1 Spare Parts related to Band 3 0.5%
3 3B-2 Customer Kits 15.0%
3 3T Band 3 - Third Party Product Minimum Discount 5.5% 3 3T-1 Selected Third Party - Software and Peripherals 0.5% DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

Exhibit D: Price Schedule Volume-Based Discounts
Master Agreement: 23004
Contractor Name: Dell Marketing, LP

Bands 1 & 2

1. Per Transaction Multiple Unit Discount(s)
Min $ Single Transaction Max $ Single Transaction Per Transaction Multiple Unit Discount
$100,000.00 $199,999.99 1.0%
$200,000.00 $399,999.99 2.0%
$400,000.00 $599,999.99 4.0%
$600,000.00 $999,999.99 6.0%
$1,000,000.00 No Maximum 8.0%

2. Cumulative Discount(s)
Threshold Discount Level
Up to 2B 0.0%
$2B to $4B 1.0%
$4B to $6B 2.0%
$6B to $8B 3.0%
$8B to $10B 4.0%
Greater than $10B 5.0%

3. Other Discount(s)
Band 3

1. Per Transaction Multiple Unit Discount(s)
Min $ Single Transaction Max $ Single Transaction Per Transaction Multiple Unit Discount
$250,000.00 $499,999.99 1.0%
$500,000.00 $999,999.99 2.0%
$1,000,000.00 $1,499,999.99 4.0%
$1,500,000.00 $1,999,999.99 6.0%
$2,000,000.00 No Maximum 8.0%
none
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.

Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement.

Note: Cumulative Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers
Note: Per Transaction Multiple Unit Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers
Note: Per Transaction Multiple Unit Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers.

Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.

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Exhibit D: Price Schedule Volume-Based Discounts

2. Cumulative Discount(s)
Column1 Discount Level
Up to 2B 0.0%
$2B to $4B 1.0%
$4B to $6B 2.0%
$6B to $8B 3.0%
$8B to $10B 4.0%
Greater than $10B 5.0%

3. Other Discount(s)
Additional discount(s) available.

Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement. none
Note: Cumulative Discount does not apply to Category Exceptions, 3rd party products, services, and special promotional offers.

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Exhibit D: Price Schedule Services
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
Travel for Services will be negotiated with each Participating Entity in the Participating Addendum.

All Awarded Bands
Category Code Description of Service Percent Discount
S-1 Standalone Services 4.0%
S-2 Warranty Services 4.0%
S-3 Training and Other Professional Services 4.0%
Each Purchasing Entity will determine if and how services will be offered in the Participating DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

Exhibit D: Price Schedule Lease Rates
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
All Awarded Bands
Optional: Lease Rates
Dell Financial Services (DFS’) payment solutions offer flexible end-of term options designed to suit each entity’s unique needs. Payment terms are generally from 24 through 60 months and are tailored to match the essential useful life of the equipment to the payment term. Payments can be billed monthly, quarterly, semi-annually or annually.

DFS payment solution rates are adjusted quarterly in accordance with a formula based on fluctuations in treasury notes. Our rates are a function of several factors including estimates of future residual values, prevailing interest rates, borrowing costs, general and administrative expenses, and solution structure. Once a payment schedule has commenced, the rate remains constant for the term of the schedule.

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Exhibit D: Price Schedule Prompt Payment Discount
Master Agreement: 23004
Contractor Name: Dell Marketing, LP
in 30
in 15, Net 30
in 10, Net 30
X Net 30
All Awarded Bands
Other (specify):

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Exhibit E: Contractor Terms and Conditions
Attached by reference as Exhibit E are the following Contractor document(s):
• Software Licenses. Customer’s rights to use the Software delivered by Supplier are governed by the terms of the applicable end-user license agreement. Unless different terms have been agreed between the parties, the terms posted on www.dell.com/eula (the “EULA”) shall apply. Supplier will provide a hard copy of the applicable terms upon request. Unless expressly otherwise agreed, microcode, firmware or operating system software required to enable the Equipment with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Equipment.

• Dell Return Policy. Customer may return Products to Supplier pursuant to the return policy at www.dell.com/returnspolicy.

• Equipment Warranty. Unless provided otherwise in a Schedule, additional terms governing the limited warranties for Equipment are found at https://www.dell.com/learn/us/en/uscorp1/terms-of-sale-commercial- and-public-sector-warranties?c=us&l=en&s=corp or in the applicable documentation or Product Notice for the specific Equipment.

• Product- and Service-Specific Terms. Scope and details of Services and Product-specific terms are specified in the applicable standard service description that is attached to or referred in a Schedule or Quote, or is made available through the then-current Supplier website for product- or service-specific terms, currently located at www.dell.com/offeringspecificterms. Such standard descriptions are from time to time referred to as “Service Description(s)”, “Product Notices” or “Service Briefs.” The version of the applicable document that is effective as of the date of the applicable Quote, shall be deemed incorporated into the Order. Scope and details of customized Professional Services not covered by such a standard description shall be documented in a mutually agreed Statement of Work (“SOW”).

These Contractor terms and conditions are being provided for informational purposes only. They are intended to be negotiated by Contractor and a Participating Entity as part of a Participating Addendum, or by Contractor and a Purchasing Entity as part of an Order, and shall apply only as agreed to in writing by the parties. Unless such terms are expressly accepted in writing, terms in the following document(s) that derogate the application to a Purchasing Entity of a corresponding term in this Master Agreement or applicable Participating Addendum shall be deemed void.

DocuSign Envelope ID: 22C62BA3-AFF9-40A4-8FA3-F4D018802CC5 DocuSign Envelope ID: F019BE07-AEF0-4A14-B979-8BB85953FE52

ITEM # 32

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Raul Alvarez, City Manager

BY: John Soria, Director

SUBJECT: APPROVE PURCHASE OF NON-REVENUE SUPPORT VEHICLES FOR

THE TRANSIT DEPARTMENT FROM MONTEBELLO AUTO GROUP
LLC AND FORD OF MONTEBELLO, INC.

DATE: May 14, 2025

RECOMMENDATIONS:

It is recommended that the City Council:

1. Approve establishing a Purchase Order (PO) with the Montebello Auto Group LLC (Montebello Chevrolet), for a total not-to-exceed amount of $273,540, to purchase eight (8) non-revenue support vehicles; and

2. Approve establishing a Purchase Order (PO) with Ford of Montebello, Inc. (Montebello Ford), for a total not-to-exceed amount of $155,192, to purchase three (3) non-revenue support vehicles; and

3. Authorize the City Manager and/or his designee to approve change orders up to ten percent (10%) for each PO; and

4. Amend the Fiscal Year 2024-25 adopted operating budget to increase appropriations by $471,605 in Account No. 600-90-900-6082 (Transit – Administration – Vehicle Purchase); and

5. Authorize the disposal of vehicles per the City's surplus property policy; and

6. Take such additional, related, action that may be desirable.

FISCAL IMPACT:

The total cost to purchase eleven (11) support vehicles for use by Montebello Bus Lines (MBL) is $428,732, plus a ten percent (10%) contingency ($42,873), for a total amount of $471,605. If approved, a budget amendment will be required to appropriate $471,605 into Account No. 600-90-900-6082 (Transit – Administration – Vehicles Purchase) for Fiscal Year 2024-25.

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 14, 2025

BACKGROUND/DISCUSSION:

On March 26, 2025, the City Council approved Ordinance No. 2481, amending the municipal code government procurement guidelines (Attachment A). Specifically, the Montebello Municipal Code (MMC), Chapter 3.20.50(C), was updated with the intent to streamline citywide processes related to procurement, contract management, bidding, purchasing, and project oversight. This ordinance highlights the importance of standardizing goods and services to ensure consistent operation, compatibility, and sustainability of technologies and systems already integrated into municipal operations— particularly those supporting public safety. The proposed procurement of eleven (11) support vehicles directly aligns with the intent of MMC Section 3.20.50(C).

Primarily utilized by Montebello Bus Lines (MBL), these vehicles are essential mobile components of the city’s transit response and public safety infrastructure. By selecting vehicles compatible with the existing citywide fleet and response protocols, the city ensures operational continuity, reduces training and maintenance complexity, and improves response efficiency when delivering direct services. These efficiencies are crucial to maintaining a reliable public safety network that can effectively respond to MBL’s needs.

In addition, the vendors selected for this procurement are local businesses operating within city limits. This aligns with the city’s commitment to support local businesses as outlined in MMC Section 3.20.130, which provides for a local vendor preference in the procurement process. By engaging local vendors, the city not only fosters economic growth within the community but also ensures timely and efficient service delivery due to the proximity and established relationships with these vendors.

ENVIRONMENTAL:

N/A

ANALYSIS:

MBL relies on its non-revenue support fleet to carry out essential daily operations. The current fleet consists of four (4) supervisor vehicles and two (2) administrative vehicles, which have exceeded the Federal Transit Administration (FTA) Useful Life Benchmark (ULB) of eight (8) years. To meet operational demands and maintain service reliability, these vehicles will be replaced in accordance with the city’s Capital Asset Policy and MBL’s Surplus Property Disposition Procedures. All vehicles to be replaced will either be transitioned to another City Department or disposed of according to the CIty's surplus property policies.

In response to the department’s growth and increased operational needs, MBL will also purchase three (3) additional non-revenue vehicles to support the Maintenance Division.

The remaining (2) vehicles will be purchased to support the Montebello Police Department (MPD). The MPD plays a critical role in ensuring the safety and security of bus operators and passengers throughout MBL’s transit system, and these vehicles will

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 14, 2025

be used to support transit-related activities under MPD’s Parks Division.

MBL intends to purchase a total of eleven (11) support vehicles as follows (Attachment B)

Staff recommend that the City Council approve this purchase in accordance with MMC Section 3.20.050 (D), which states, “[w]hen the City Council by a four-fifths vote determines to dispense with such bidding and other procedures required by the above- mentioned sections in every individual instance upon a finding by the City Council that it would be impractical, useless, or uneconomical in such instance to follow the procedures, and that the welfare of the public would be promoted by dispensing with the same.”

Given the unique circumstances described above, staff request that the City Council find that dispensing with the bidding requirements set forth in the MMC is appropriate and promotes the welfare of the public. Furthermore, given the uncertain nature of national tariff policy that directly impacts the cost of automobiles, moving quickly to procure these vehicles will help ensure the purchases are completed before the full effect of the tariffs is realized.

SUMMARY:

Staff recommend that the City Council approve purchases of vehicles from Montebello Chevy and Montebello Ford (Attachment C) for a total not-to-exceed amount of $273,540 and $155,192, to purchase eleven (11) non-revenue support vehicles; authorize the City Manager and/or his designee to approve change orders up to ten percent (10%); amend the FY 2024-25 adopted operating budget to increase appropriations by $471,605 in the Transit – Administration – Vehicle Purchase, Account No. 600-90-900-6082; and take such additional, related actions that may be desirable.

ATTACHMENT(S)

1. Attachment A - Ordinance No. 2481

2. Attachment B - Support Vehicles Quotes

3. Attachment C - Purchase Orders

ATTACHMENT A

ATTACHMENT B

CI

TY OF MONTEBELLO
F

INANCE DEPARTMENT
PUR

CHASE ORDER COVER LETTER
V
endor: CHEVROLET OF MONTEBELLO
310 WEST WHITTIER BLVD
MONTEBELLO, CA 90640
V
endor No. 45170
Agreement/Contract No. : N/A
I
tem(s) Being Purchased/Services: FY 24-25 VEHICLE PURCHASE R
eason for Purchase: FY 24-25 VEHICLE PURCHASE
P
urchase Requestor: MARK JIMENEZ Signature: __________________ Su
pplies: $273,540 Service: $ Account Number: 600-90-900-6082 Tot
al Amount of Purchase: $273,540 Shipping Cost: $0
Bid/Quote Summary
A
mount Vendor Name Quote/Bid Format Date Received 1st Bid/Quote:
2nd Bid/Quote:
3rd Bid/Quote:
☐ C heck here if purchase is sole source; “Sole Source Declaration” form must be attached .

Oth
er Notes:
____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ P
urchase Order Input By: __________________________ Date:___________ P
urchase Order Approved By: _______________________ Date:___________ A
ssistant City Manager [$15- $25k]: ___________________________ Date: ___________ C
ity Manager [$25-$50k] : __________________________________ Date:___________

ATTACHMENT C

CITY OF MONTEBELLO

FINANCE DEPARTMENT

PURCHASE ORDER COVER LETTER

Vendor: FORD OF MONTEBELLO
2747 VIA CAMPO
MONTEBELLO, CA 90640

Vendor No. 29160
Agreement/Contract No. : N/A

Item(s) Being Purchased/Services: FY 24-25 VEHICLE PURCHASE

Reason for Purchase: FY 24-25 VEHICLE PURCHASE

Purchase Requestor: MARK JIMENEZ Signature: __________________

Supplies: $155,192 Service: $ Account Number: 600-90-900-6082

Total Amount of Purchase: $155,192 Shipping Cost: $0

Bid/Quote Summary

Amount Vendor Name Quote/Bid Format Date Received 1st Bid/Quote:

2nd Bid/Quote:

3rd Bid/Quote:

☐ Check here if purchase is sole source; “Sole Source Declaration” form must be attached.

Other Notes:
____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________

Purchase Order Input By: __________________________ Date:___________

Purchase Order Approved By: _______________________ Date:___________

Assistant City Manager [$15- $25k]: ___________________________ Date: ___________

City Manager [$25-$50k] : __________________________________ Date:___________

ITEM # 33

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Raul Alvarez, City Manager

BY: John Soria, Director

SUBJECT: APPROVE PURCHASE OF NON-REVENUE SUPPORT VEHICLES FOR

THE TRANSIT DEPARTMENT FROM FLEET VEHICLE SOURCE, INC

DATE: May 14, 2025

RECOMMENDATIONS:

It is recommended that the City Council:

1. Approve establishing a Purchase Order (PO) with Fleet Vehicle Source, Inc. (Fleet Source), for a total not-to-exceed amount of $250,960, to purchase nine (9) non- revenue relief vehicles; and

2. Authorize the City Manager and/or his designee to approve change orders up to ten percent (10%) of the PO; and

3. Authorize the disposal of vehicles per the City’s surplus property policy; and

4. Take such additional, related, action that may be desirable.

FISCAL IMPACT:

The total cost to purchase nine (9) non-revenue relief vehicles is $250,960, including a 10% contingency ($25,096). Funding for this project has been allocated from the Federal Transit Administration (FTA) Section 5307 Formula Funds, Account No. 270-9066-2024- 198-6082, in the amount of $276,056. On October 23, 2024, the City Council approved amending the Fiscal Year 2024-25 adopted operating budget (Attachment A) to appropriate FTA funding into the aforesaid account. Therefore, a budget amendment is not required as part of the recommended actions.

BACKGROUND/DISCUSSION:

On February 13, 2025, Montebello Bus Lines (MBL) issued Request for Quote (RFQ) No. 25-01, seeking qualified vendors to supply nine (9) non-revenue relief vehicles

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 14, 2025

(Attachment B). MBL relies on a fleet of non-revenue relief vehicles for essential daily operations, including relieving bus operators during shift changes, transporting staff to various locations, and providing support during emergencies.

The current fleet of relief vehicles has exceeded the Federal Transit Administration’s (FTA) Useful Life Benchmark (ULB) of eight (8) years. To meet operational demands and maintain service reliability, these vehicles will be replaced in accordance with the city’s Capital Asset Policy and MBL’s Surplus Property Disposition Procedures. All vehicles to be replaced will either be transitioned to another City Department or disposed of according to the City’s surplus property policies.

The Toyota Corolla LE Hybrid was selected as the replacement vehicle due to its superior fuel efficiency, lower emissions, and enhanced reliability. This model supports MBL’s commitment to operational efficiency and environmental sustainability while minimizing downtime and ensuring uninterrupted staff transportation. On March 20, 2025, RFQ No. 25-01 closed with two responsive quotes received as follows:

Staff recommend that the City Council consider approving this purchase with Fleet Source, since the vendor provided the lowest responsive and responsible bid. In addition, Fleet Source met all the technical specifications outlined in RFQ No. 25-01 (Attachment C).

ENVIRONMENTAL:

N/A

ANALYSIS:

N/A

SUMMARY:

Staff recommend that the City Council approve the purchase of vehicles from Fleet Source for a total not-to-exceed amount of $250,960, to purchase nine (9) non-revenue relief vehicles; authorize the City Manager and/or his designee to approve change orders up to 10% of the PO; authorize the disposal of vehicles per the City's surplus property policy; and take such additional, related actions that may be desirable.

ATTACHMENT(S)

1. Attachment A – Staff Report – October 23, 2024

2. Attachment B – RFQ No. 25-01

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 14, 2025

3. Attachment C – Fleet Source Proposal

ITEM # 16

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: Raul Alvarez, City Manager
BY: John Soria, Director
SUBJECT: AMEND THE FISCAL YEAR 2024-25 BUDGET TO APPROPRIATE

FEDERAL TRANSIT ADMINISTRATION GRANT FUNDING FOR THE

PURCHASE OF A MOBILE HYDROGEN FUELING STATION, AN

ENTERPRISE ASSET MANAGEMENT SYSTEM, AND NON-REVENUE

RELIEF VEHICLES
DATE: October 23, 2024
RECOMMENDATIONS:

It is recommended that the City Council:

1. Approve receipt of Six million, Four Hundred and Thirty-Six Thousand Dollars ($6,436,000) in federal grant funding awarded by the Federal Transit Administration (FTA) to purchase a mobile hydrogen fueling station, an enterprise asset management system (EAM System), and non-revenue relief vehicles; and,

2. Amend the Fiscal Year 2024-25 adopted operating budget to appropriate the FTA grant funds by increasing appropriations by a total amount of $6,838,500 as detailed in the Fiscal Impact section below (Table 1); and,

3. Take such additional, related, action that may be desirable.

FISCAL IMPACT:

On September 6, 2024, the FTA awarded the City of Montebello grant funding of $6,436,000 under Grant No. CA-2024-198-00 (Attachment A) for use by Montebello Bus Lines (MBL) to purchase a mobile hydrogen fueling station, an enterprise asset management (EAM) system, and non-revenue relief vehicles. This grant is categorized under FTA Section 5307 (5307 Funding) and distributed through the Los Angeles County Metropolitan Transportation Authority (Metro), Bus Operators Subcommittee (BOS).

The FY 2024-25 adopted budget must be amended to utilize these funds. The budget

ATTACHMENT A

CITY COUNCIL AGENDA REPORT - MEETING OF OCTOBER 23, 2024

amendment will also include a local non-Federal twenty percent (20%) match, utilizing Senate Bill 1/State Transit Assistance (SB1/STA) funds for the EAM System project, in accordance with FTA requirements. The funding allocations for Grant No. CA-2024-198- 00 and the matching funds for each project are as follows:

Table 1

The recommended actions include amending the FY 2024-25 budget by the amounts and in the accounts listed in Table 1.

BACKGROUND/DISCUSSION:

On June 26, 2024, the City Council approved Resolution No. 24-49 (Attachment B), authorizing the submission of applications to the FTA to secure funding to purchase a mobile hydrogen fueling station, an EAM System, and non-revenue relief vehicles.

Subsequently, the City was awarded Grant No. CA-2024-198-00 through the FTA Urbanized Area Formula Funding Program.

A. Mobile Hydrogen Fuel Cell Fueling Station

On October 27, 2021, the City Council adopted Resolution No. 21-80 approving MBL’s Zero Emission Bus (ZEB) Rollout Plan to serve as a blueprint for how MBL plans to achieve a full transition to zero-emissions (ZE) technologies by 2040. The ZEB Rollout Plan provides information on strategies necessary to address MBL’s current bus fleet composition, future bus purchases, facilities and infrastructure modifications, and potential funding sources. Following the ZEB Rollout Plan, MBL identified 5307 Funding as an additional funding opportunity to assist with the purchase of a mobile hydrogen fueling station.

B. Enterprise Asset Management System

Upgrading the EAM System is a pivotal component to MBL’s strategic transition to a ZE fleet, as detailed in the ZEB Rollout Plan. The proposed upgrade aims to streamline operations by automating key functions such as work order tracking, staff productivity, and warehouse inventory management. The EAM System will support the integration of the new hydrogen fuel cell electric buses (FCEBs) by facilitating preventative maintenance schedules based on mileage and enhancing warranty tracking.

C. Non-Revenue Relief Vehicles

MBLs aging fleet of non-revenue relief vehicles have met or exceeded FTA’s useful life benchmark (ULB). Replacing these vehicles is crucial for maintaining operational

CITY COUNCIL AGENDA REPORT - MEETING OF OCTOBER 23, 2024

reliability and efficiency. These vehicles are essential for supporting day-to-day operations, including staff transportation, to ensure services go uninterrupted during each operator shift change.

ENVIRONMENTAL:

N/A

ANALYSIS:

N/A

SUMMARY:

Staff recommend the City Council approve receipt of $6,436,000 in FTA grant funds awarded to the City under Grant No. CA-2024-198-00 to purchase a mobile hydrogen fueling station, an EAM System, and non-revenue relief vehicles; amend the FY 2024-25 adopted operating budget to appropriate the FTA grant funds in the amounts and in the accounts listed in Table 1 (see Fiscal Impact section); and take such additional, related, action that may be desirable.

ATTACHMENT(S)

1. Attachment A - Grant CA-2024-198-00

2. Attachment B - Resolution No 24-49

City of Montebello
REQUEST FOR QUOTE (RFQ) No. Q-25-01

RELIEF VEHICLES
February 13, 2025

ONLINE QUOTE SUBMITTAL ONLY THROUGH PLANET BIDS
NOTE: Updates, changes, or addendums to the RFQ are posted at:
https://pbsystem.planetbids.com/portal/33072/portal-home

ATTACHMENT B

NOTICE TO OFFERORS

TO: Prospective Vendors

RE: Request for Quotes (RFQ) 25-01 Relief Vehicles

City of Montebello – Montebello Bus Lines (MBL) is requesting online quotes from all qualified vendors (Vendors) to engage a Vendor to perform the tasks as described in the RFQ. The quot e should include price, delivery date, and all information needed to understand and evaluate the quo te, as well as any exception from MBL specifications.

The award will be made based on price and length of delivery. Copies of MBL’s specifications for this work and standard terms & conditions are included with this packet and will become part of any purchase order/contract resulting from this solicitation.

For any clarifying questions regarding this RFQ, please submit them online through PlanetBids by Thursday, February 27, 2025, at 3:00 p.m. After the deadline, responses will be provided within one week. Please direct all inquiries to Mark Jimenez at [email protected].

Online quote for “Relief Vehicles” will be received until 3:00pm Pacific Standard Time, Thursday March 20, 2025, through PlanetBids. Quotes received after that time will not be considered. MBL reserves the right to accept or reject any quot e and to waive minor informalities or irregularities in the quote process

Mark Jimenez
Senior Management Analyst
[email protected]
(323) 558-1625 x 1105

REQUEST FOR QUOTE
400 S Taylor Ave, Montebello, CA 90640 Ph: (323)558-1625 x 1105

Vendor Commitment Date: _________________________

Vendor Signature: _________________________________

ISSUE DATE:
2/13/2025
QUOTE NUMBER:

RFQ 25-01
QUOTE DATE:
3/20/2025
Payment Terms Ship VIA F.O.B Freight Terms Need Date
Net 90 Best Way Montebello Bus Lines Prepaid
Unit Description Unit Price Extended Price
9 Relief Vehicles $ $
9 Document / E plate/ DMV Fees $ $
9 Tire Fee $ $
9 Delivery Fees $ $
9 Additional Charges or Fees (If Any) $ $
VENDOR

Company: ______________________________
Address: ______________________________
_______________________________________
Phone: ________________________________
E-Mail: ________________________________

SHIP TO

Company: Montebello Bus Lines
Contact: Mark Jimenez
Address: 400 S. Taylor Ave,
Montebello, CA, 90640
Phone: (323)558-1625 x 1105
E-Mail: Mjimenez@Montebelloca,gov
SPECIAL INSTRUCTION:

SEE EXHIBIT A – SCOPE OF

REQUIREMENTS
Sub Total $___________
Shipping: $___________
Tax (10.25%): $____________
Total: $______________

EXHIBIT A

SCOPE OF REQUIREMENTS

1. INTRODUCTION
The City of Montebello (City) is inviting quotes from qualified vendors for the procurement of nine (9) new “Relief Vehicles” for Montebello Bus Lines (MBL). These vehicles play a crucial role in supporting MBL operations, such as facilitating the relief of bus operators from their routes, operational purposes and transporting staff to various locations. This Request for Quotes (RFQ) aims to replace the current fleet of personnel transportation vehicles, ensuring MBL's continued efficiency and service reliability.

2. BACKGROUND
As the third-largest municipal bus system in Los Angeles County, MBL proudly serves 4.5 million passengers annually throughout the communities of Alhambra, Bell Gardens, San Gabriel, Boyle Heights, Commerce, Downtown Los Angeles, East Los Angeles, La Mirada, Montebello, Monterey Park, Pico Rivera, Rosemead, South Gate, and Whittier.

To provide reliable and efficient public transportation services to the residents of Montebello and neighboring communities, the agency relies on the Maintenance Division to have the relevant equipment required to maintain and service MBL’s fleet.

3. PURPOSE
MBL is seeking to replace its Relief Vehicle Fleet with nine (9) 2025 Toyota Corolla LE Hybrid or newest model, or equivalent matching the following salient characteristics and specifications.

The vehicle must be new, free of damage and unrepaired. The awarded Bidder will be responsible for completing and filing with payment all related documents and forms including applying for EXEMPT LICENSE PLATES with the California Department of Motor Vehicles. Vehicles must be cleaned inside and out and delivered to 400 S Taylor Ave, Montebello, CA 90640. The vehicles will be subject to a pre-acceptance inspection.

4. TERMS
Net 90 Days: MBL plans to present this item and a related purchase order and/or agreement to the Montebello City Council in April or May 2025. If awarded, MBL will issue a check to the vendor within three weeks of the award date upon mutual completion of a purchase order. Therefore, quote s must remain valid, at a minimum, through June 30, 2025.

5. REQUIREMENTS
Deliverables
• Nine (9) total- 2025 Toyota Corolla LE Hybrid [or newest Toyota Corolla LE hybrid model], or hybrid equivalent matching the following salient characteristics and specifications.
• Delivered to: Montebello Bus Lines, 400 South Taylor Ave., Montebello, CA 90640

• Two (2) sets of keys per each vehicle.
• Owner’s Manual per each vehicle.
• 120 VAC Charging Cord per each vehicle (for hybrid model, typically used for charging accessories or maintaining auxiliary battery charge)

Vehicle Mechanical Specifications
• Engine: 1.8L 4-Cylinder Hybrid Engine with Atkinson Cycle • Electric Drive Motor: Hybrid Powertrain with Electric Motor Assist • Transmission: Continuously Variable Transmission (CVT) • Drive System: Front-Wheel Drive (FWD)
• Brakes: Four-Wheel Anti-Lock Disc Brakes with Regenerative Braking System • Suspension: Independent Suspension (Front and Rear)
• Traction Control System
• Lithium-Ion Hybrid Battery: 13.8 kWh, Battery Range 500 miles combined (with gas and electric power)
• Electric Power Steering
• Steering Column Tilt and Telescopic
• Fuel Economy: Estimated 53 MPG City / 52 MPG Highway / 52 MPG Combined

Vehicle Exterior Specifications
• Exterior Color: Super White (or Equal)
• Door Frame Molding: Color-matched to the body
• Bumpers: Upper Rear Body-Color, Lower Rear Self-Colored • Chrome Trim: Exterior chrome accents
• Door Handles: Body-Colored
• Rear Spoiler: Body-Colored
• Moldings: Rocker Panel Self-Colored
• Backup Lamps: LED
• LED Signature Lighting: Front and Rear
• LED Tail Lamps
• Tires: 15-inch alloy wheels with low-rolling resistance tires (Optional upgrade to 17- inch available)
• Windshield Wipers: Intermittent Front and Rear with variable speed control

Vehicle Interior/Comfort Specifications
• Interior Color: Ash (Light Gray) or Black, Fabric seat trim (or Equal) • Seat Adjustments: 6-way Manual Driver and Passenger Seat Adjustments • Rear Seats: 60/40 Split-Folding Rear Seats for added cargo space • Digital Speedometer and Instrumentation: 7-inch color TFT multi-information display
• Climate Control: Automatic Climate Control with Air Filter • Rear Heat Vents: Standard

• Driver’s Side Footrest
• Dual Illuminated Visor Vanity Mirrors
• Floor Console, Armrest, and Storage
• Power Windows: Express Down (Driver-side only)
• Windshield Solar Absorbing Glass
• Floor Mats: 1st and 2nd Row
• Illuminated Entry
• Map Lights
• Overhead Console
• Power Door-Locks: Remote Central Locking
• PowerPoints: 12V Power Outlet in Console, one (1)
• Rear Coat Hooks
• Audio: AM/FM, Apple CarPlay, Android Auto, SiriusXM, Bluetooth hands-free • Defogger: Rear Window Electric
• Premium Audio System: 6 speakers with a 7-inch touchscreen display

Vehicle Safety and Security Specifications
• Airbags: Driver Knee Airbag, Dual-Stage Front Airbags, Side Airbags, Side Curtain Airbags (Front and Rear)
• Toyota Safety Sense 2.5 (TSS 2.5): Includes Pre-Collision System with Pedestrian Detection, Lane Departure Alert with Steering Assist, Lane Tracing Assist, Road Sign Assist, Automatic High Beams
• Center High-Mounted Stop Lamp (CHMSL)
• Front-Passenger Sensing System
• Blind Spot Monitor with Rear Cross-Traffic Alert
• Backup Camera: Integrated with guidelines and parking assistance • Stability Control: Electronic Stability Control (ESC) and Traction Control • Anti-Theft System: Engine Immobilizer
• Tire Pressure Monitoring System (TPMS)

6. SUBMISSION
Quotes must be received no later than Thursday, March 20, 2025, at 3:00 PM Pacific Standard Time and submitted in accordance with the instructions contained in this RFQ. It is solely the responsibility of Vendor to see that its Quote is properly submitted to PlanetBids in proper form and prior to the stated closing time. No exceptions will be granted regardless of reason or circumstances. Quote Submittals will be accepted only through PlanetBids.

The RFQ Submission shall include the following:
▪ Cover sheet stating the following:
· Company/Vendor Name
· Name of Representative
· Contact telephone and email
· Signature
· Title
· Date

▪ Request For Quote Documentations + Company Quote
▪ Images of Each Vehicle
▪ Buy America Document signed

If MBL determines a response to any such inquiry is warranted, the response will be issued to all prospective Vendors via: https://pbsystem.planetbids.com/portal/33072/portal-home

7. ANTICIPATED TIMETABLE & SCHEDULE OF EVENTS
Scheduled Tasks Scheduled Date
Issuance of RFQ Thursday February 13, 2025
Deadline to Submit Questions Thursday February 27, 2025, at 3:00 PM PST Responses to Questions Provided Thursday March 13, 2025 Deadline to Submit Quotes Thursday March 20, 2025 @ 3:00 PM PST Presentations & Intent to Award April 2025/May 2025

8. ADDENDA
Any changes made by MBL to the requirements in this RFQ will be made by written addenda.

Any written addenda issued to this RFQ shall be incorporated into the terms and conditions of any resulting Purchase Order. The City will not be bound by any modifications to or deviations from the requirements outlined in this RFQ as the result of oral instructions. MBL reserves the right to revise or withdraw this RFQ at any time and for any reason.

9. TIME OF COMPLETION
The Purchase Order time shall commence from the date on the Notice to Proceed (NTP) as authorized in writing by the City. The services shall be completed within the period specified in the RFQ. In case the services under the terms of these provisions and related purchase shall be necessarily delayed because of a strike, injunctions, government controls, or by reasons of any cause or circumstances beyond the control of the successful Vendor, the time of completion shall be extended by a number of days to be determined in each instance by mutual agreement between Vendor and MBL.

10. EVALUATION CRITERIA
The purchase order resulting from this RFQ will be awarded to the responsive bid by a responsible Vendor whose quote, offering the needed quality of supply and conforming to the requirements of this RFQ, at the lowest quote. No purchase order shall exist until the City Council, or the City Manager has awarded the purchase order and it has been mutually executed.

An Evaluation Committee comprised of MBL staff in accordance with the Quote Evaluation Criteria set forth in the Evaluation Criteria section of this RFQ will evaluate all the Quotes.

11. CITY OF MONTEBELLO RIGHTS
In its discretion, the City reserves the right to:

1. Reject any and/or all Quotes for no reason or any reason including but not limited to the following:

a. The Quote is incomplete, non -responsive, obscure, irregular, or lacking necessary detail and specificity.
b. The Vendor, in the sole judgment of the City, lacks the qualifications, experience, and/or responsibility necessary to provide the services. c. The Vendor failed or neglected to complete and submit any information within the time specified by the City, and as may be otherwise required herein.

2. Reject any Quote that, in the opinion of the City, is so unbalanced in comparison to other Quotes received and/or to the City’s internal estimates that it does not accurately reflect the cost to perform;

3. Accept all or any part of a Quote.

4. Cancel the entire RFQ.

5. Issues subsequent RFQs; or

6. Waive any errors or informalities in any Quote, to the extent permitted by law

12. JOINT OFFERS
Where two (2) or more Vendors desire to submit in response to this RFQ, they shall do so on a prime-sub-Vendor basis rather than as a joint venture. The City intends to award a single firm and not with multiple firms doing business as a joint venture. Any Quote submitted on behalf of any form of a joint venture or partnership between two (2) existing Vendors may be considered collusive and may be rejected as non-responsive.

13. SINGLE QUOTE RESPONSE
If only one Quote is received in response to this RFQ, a detailed cost/price Quote may be requested of the Vendor. A cost or cost and price analysis and evaluation and/or audit of the cost may be performed to determine if the price is fair and reasonable. If the City determines a cost analysis is required, Vendor must be prepared to provide, upon request, cost summaries of estimated costs (i.e. labor, equipment, supplies, overhead costs, etc.) and documentation supporting all cost elements

EXHIBIT B

GENERAL TERMS AND CONDITIONS

1. TERM OF AGREEMENT
A. Delivery of the vehicles will be no later than June 30th, 2025.

B. Quotes provided by the Vendor should reflect the maximum cost and remain valid through, at a minimum, June 30, 2025 . The City may purchase the vehicles in phases, with all purchases being completed by June 30, 2025.

C. The City intends to use Federal Transit Administration (FTA) funds for vehicle purchases. As a result, the selected vendor must comply with all federal requirements outlined in Exhibit C. Additionally, Vendor must comply with all applicable provisions of the Buy American Act in Exhibit D. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

2. PACKING SLIPS
Packing slips must accompany each shipment unit (included with each package in shipment), showing MBL P.O. number, description, and part number for each item.

3. DELIVERY
Unless otherwise indicated on the face of the P.O., delivery shall be FOB destination unless otherwise specified by MBL. COD shipments will not be accepted. Unless otherwise provided in the P.O., Vendor shall have title to and bear the risk of any loss or damage to the goods ordered until they are delivered in conformity with the P.O. at the specified F.O.B. point. Upon such delivery, title shall pass from Vendor to MBL and Vendor’s responsibility for losses or damage shall cease, except for loss or damage occurring prior to or upon delivery, or loss or damage resulting from Vendor’s negligence or intentional acts. Passing of title upon such delivery shall not constitute acceptance of the goods and services by MBL.

4. WARRANTY
Vendor warrants that the good(s) provided under the P.O. comply with all specifications, are free of lines and encumbrances, and that workmanship, design, engineering and materials are free from defects. Equipment shall carry the manufacturers' most favorable commercial warranties. The warranty period shall begin from the date of final written acceptance of the item(s) by City. Vendor further warrants that all machinery, equipment, or process included in this RFQ will meet the performance requirements and specifications specified in Exhibit “A” and shall be fit for the purpose intended. Vendor agrees to remedy by replacing or repairing any goods(s) that are damaged or defective during normal usage within the warranty period, at no additional cost to MBL. Such repair or replacement shall occur within a reasonable time frame and to the sati sfaction of MBL. Vendor agrees that by acceptance of this warranty and acceptance of the goods provided

by Vendor, MBL does not waive any warranty, either expressed or implied in Sections 2312-2317, inclusive, of the Commercial Code of the State of California or of the United States.

5. POINT OF CONTACT
This RFQ is issued by the City, and the Senior Management Analyst will be the sole point of contact (“Point of Contact”) during the RFQ submission and procurement process.

Communication initiated by respondents to this RFQ with members of the City Council, officers, personnel, or employees of the city, other than as coordinated by the Point of Contact, may be grounds for disqualification. Any inquiry or request during this submission or procurement process shall be submitted in writing to the following Point of Contact:

City of Montebello Transportation Department
Attention: Mark Jimenez
Senior Management Analyst
400 South Taylor Ave.

Montebello, CA 90640
(323) 558-1625 ext. 1105
Email: [email protected]

6. FEDERAL, STATE AND LOCAL LAWS
All goods or services furnished pursuant to the P.O. shall comply with all applicable federal, state and local laws and regulations.

7. GOVERNING LAW
The P.O. shall be deemed to be made in the State of California and shall in all respects be construed and governed by the laws of that state.

8. PATENT PROTECTION
To the extent the goods are not manufactured pursuant to design originated by MBL, Vendor agrees it will indemnify and hold MBL and its officers, agents, and employees harmless from any loss, damage or liability which may be incurred on account of any alleged infringement of any United States patent with respect to such articles or materials, and that it will, at its own expense, d efend any action, suit or claim in which such infringement is alleged. MBL agrees to notify Vendor promptly of any suit or claim against MBL for any alleged infringement of patent.

9. INDEMNIFICATION
The Vendor shall indemnify, keep and save harmless MBL, its agents, officials and employees from any and all claims, actions, losses, damages, and/or liability arising out of the goods or performance of the purchase order from any cause whatsoever, including the acts, errors or omissions of any person and for any costs or expenses incurred by MBL on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of indemnitees. The Vendor’s indemnification obligation applies to MBL’s "active" as well as "passive" negligence

but does not apply to MBL’s "sole negligence" or "willful misconduct" within the meaning of Civil Code Section 2782.

10. INSURANCE
If Vendor is providing services to MBL, Vendor shall maintain workers’ compensation insurance in accordance with state requirements. Also all vendors shall also maintain commercial general liability insurance, including automobile liability insurance, in the amount of at least $2,000,000 per c laim. MBL reserves the right to require submittal of a certificate of insurance naming the MBL, its directors, officers, employees and agents as additional insureds. In addition, Vendor shall maintain professional liability insurance if applicable.

Vendor shall ensure that third party shippers contracted by Supplier have adequate insurance coverage for the shipped goods.

11. FORCE MAJEURE
Vendor will not be held liable for failure of delay in fulfillment if hindered or prevented by act of God, fire, strike, loss or shortage of transportation facilities, lock-out, commandeering of materials, products, plants or facilities by government that are not reasonably foreseeable.

12. ACKNOWLEDGMENT
By delivery of the goods or services purchased herein, the Vendor agrees to all the terms and conditions herein.

13. TERMINATION
MBL may terminate the P.O. in whole or in part for MBL’s convenience or because of the failure of the Vendor to fulfill the purchase order obligation. MBL shall terminate by specifying the nature, extent, and effective date of the termination.

Upon receipt of the notice, the Vendor shall: (a) immediately discontinue all services affected and (b) deliver to MBL all data, drawings, specifications, reports, estimates, summaries and other information and materials accumulated in performing this purchase, whether completed or in process. If the termination is for the convenience of MBL, MBL shall make an equitable adjustment in the P.O., but shall not allow anticipated profit on unperformed services.

EXHIBIT C

FTA CLAUSES, TERMS AND CONDITIONS

1 Incorporation of FTA Terms
The following provisions include, in part, certain Standard Terms and RFQ 25-01 Support Vehicles Conditions required by the Federal Transit Administration (FTA), whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by FTA, as set forth in FTA Circular 4220.1 and in accordance with the FTA federal clauses as outlined in the Master Agreement hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this P.O. The Vendor shall not perform any act, fail to perform any act, or refuse to comply with any MBL requests which would cause MBL to be in violation of the FTA terms and conditions.

PLEASE REFER TO ATTACHMENT A OF THIS PACKAGE ON PLANETBIDS

EXHIBIT D

BUY AMERICA CERTIFICATION
This procurement is subject to the Federal Transit Administration Buy America Requirements in 49 CFR 661.

A Buy America Certificate, as per attached format, must be completed and submitted with the bid.

A bid, which does not include the certificate, will be considered non -responsive. If steel, iron, or manufactured products (as defined in §§ 661.3 and 661.5 of this part) are being procured, the appropriate certificate as set forth below shall be completed and submitted by each Bidder or Offeror in accordance with the requirement contained in §661.13(b) of this part.

Certificate of Compliance with Buy America Requirements The Bidder or Offeror hereby certifies that it will comply with the requirements of 49 U.S.C.5323(j)(1), and the applicable regulations in 49 CFR part 661.

Date: ______________________________________
Signature: ______________________________________
Company: ______________________________________
Name: ______________________________________
Title: ________________________________
Certificate of Non-Compliance with Buy America Requirements The Bidder or Offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j), but it may qualify for an exception to the requirement pursuant to 49 U.S.C. 5323(j)(2), as amended, and the applicable regulations in 49 CFR 661.7.

Date: _________________________________________
Signature: ______________________________________
Company: ______________________________________
Name: _________________________________________
Title: ___________________________________________

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Table of Contents
ACCESS TO RECORDS AND REPORTS ............................................................................................... 3 AMERICANS WITH DISABILITIES ACT (ADA)..................................................................................... 3 BUY AMERICA REQUIREMENTS ....................................................................................................... 4 CARGO PREFERENCE REQUIREMENTS ............................................................................................ 4 CHANGES TO FEDERAL REQUIREMENTS ......................................................................................... 5 CHARTER SERVICE ........................................................................................................................... 5 CIVIL RIGHTS LAWS AND REGULATIONS ......................................................................................... 6 CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT ............................................... 8 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT ............................................................ ..9 DAVIS BACON ACT AND COPELAND ANTI-KICKBACK ACT ............................................................. 10 DEBARMENT AND SUSPENSION .................................................................................................... 11 DISADVANTAGED BUSINESS ENTERPRISE (DBE) ........................................................................... 11 ENERGY CONSERVATION ............................................................................................................... 12 EQUAL EMPLOYMENT OPPORTUNITY ........................................................................................... 12 FLY AMERICA ................................................................................................................................. 14 INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS .................................... 14 NO GOVERNMENT OBLIGATION TO THIRD PARTIES ..................................................................... 15 NOTICE TO FTA AND U.S. DOT INSPECTOR GENERAL OF INFORMATION RELATED TO FRAUD, WASTE, ABUSE, OR OTHER LEGAL MATTERS ................................................................................ 15 PATENT RIGHTS AND RIGHTS IN DATA .......................................................................................... 16 PRE-AWARD AND POST-DELIVERY AUDITS OF ROLLING STOCK PURCHASES ............................... 17 PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS ................... 18

PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. .................................................................................................................................. 18 PROMPT PAYMENT ....................................................................................................................... 20 RESTRICTIONS ON LOBBYING ........................................................................................................ 20 SAFE OPERATION OF MOTOR VEHICLES ....................................................................................... 23 FEDERAL CLAUSES ........................................................................................................................... 3

ATTACHMENT A

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SIMPLIFIED ACQUISITION THRESHOLD ..........................................................................................23 SOLID WASTES (RECOVERED MATERIALS) .....................................................................................23 SPECIAL DOL EEO CLAUSE FOR CONSTRUCTION PROJECTS ...........................................................25 SUBSTANCE ABUSE REQUIREMENTS ..............................................................................................27 TERMINATION ................................................................................................................................27 VETERANS HIRING PREFERENCE.....................................................................................................31 VIOLATION AND BREACH OF CONTRACT ....................................................................................... 32 FEDERAL TAX LIABILITY AND RECENT FELONY CONVICTIONS ........................................................35 FEDERAL TAX LIABILITY AND RECENT FELONY CONVICTIONS……………………………………………………33 SEVERABILITY ..................................................................................................................................33 TRAFFICKING IN PERSONS ..............................................................................................................34 OTHER RECOMMENDED CONTRACT REQUIREMENTS ................................................................... 33

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FEDERAL CLAUSES

a. Record Retention. The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, leases, subcontracts, arrangements, other third-party Contracts of any type, and supporting materials related to those records.
b. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.334. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.
c. Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information, including such records and information the contractor or its subcontractors may regard as confidential or proprietary, related to performance of this contract in accordance with 2 CFR § 200.337. d. Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract in accordance with 2 CFR § 200.337.

AMERICANS WITH DISABILITIES ACT (ADA)

The contractor agrees to comply with all applicable requirements of section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of handicaps, with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §§ 12101 et seq., which requires that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments to that Act, and with the Architectural Barriers act of 1968, as amended, 42 U.S.C. §§ 4151 et seq., which requires that buildings and public accommodations be accessible to persons with disabilities, including any subsequent amendments to that Act. In addition, the contractor agrees to comply with any and all applicable requirements issued by the FTA, DOT, DOJ, U.S. GSA, U.S. EEOC, U.S. FCC, any subsequent amendments thereto and any other nondiscrimination statute(s) that may apply to the Project.

ACCESS TO RECORDS AND REPORTS

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BUY AMERICA REQUIREMENTS

The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. part 661 and 2 CFR § 200.322 Domestic preferences for procurements, which provide that Federal funds may not be obligated unless all steel, iron, and manufactured products used in FTA funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. § 661.7.

Build America, Buy America Act. Construction materials used in the Project are subject to the domestic preference requirement of the Build America, Buy America Act, Pub. L. 117-58, div. G, tit. IX, §§ 70911 – 70927 (2021), as implemented by the U.S. Office of Management and Budget’s “Buy America Preferences for Infrastructure Projects,” 2 CFR Part 184. The Recipient acknowledges that this agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b). In accordance with 2 CFR § 184.2(a), the Recipient shall apply the standards of 49 CFR Part 661 to iron, steel, and manufactured products.

Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C), 49 U.S.C. § 5323(u) and 49 C.F.R. § 661.11. Domestic preferences for procurements The bidder or offeror must submit to the Agency the appropriate Buy America certification. Bids or offers that are not accompanied by a completed Buy America certification will be rejected as nonresponsive. For more information, please see the FTA’s Buy America webpage at: https://www.transit.dot.gov/buyamerica

CARGO PREFERENCE REQUIREMENTS

The contractor agrees:
a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of any equipment, materials or commodities procured, contracted for or otherwise obtained with funds granted, guaranteed, loaned, or advanced by the U.S. Government under this agreement, and which may be transported by ocean vessel, shall be transported on privately owned United

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States-flag commercial vessels, if available. 46 U.S.C. § 55305, and U.S. Maritime Administration regulations, “Cargo Preference – U.S.-Flag Vessels,” 46 CFR Part 381.

b. to furnish within 20 days following the date of loading for shipments originating within the United States or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, ‘on-board’ commercial ocean bill-of-lading in English for each shipment of cargo described in 46 CFR § 381.7(a)(1) shall be furnished to both the recipient (through the prime contractor in the case of subcontractor bills-of-lading) and to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590; and

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

CHANGES TO FEDERAL REQUIREMENTS

Federal requirements that apply to the Recipient or the Award, the accompanying Underlying Agreement, and any Amendments thereto may change due to changes in federal law, regulation, other requirements, or guidance, or changes in the Recipient’s Underlying Agreement including any information incorporated by reference and made part of that Underlying Agreement; and
Applicable changes to those federal requirements will apply to each Third-Party Agreement and parties thereto at any tier.

CHARTER SERVICE (N/A)

The contractor agrees to comply with 49 U.S.C. 5323(d), 5323(r), and 49 C.F.R. part 604, which provides that Recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except as permitted under:

1. Federal transit laws, specifically 49 U.S.C. § 5323(d);

2. FTA regulations, “Charter Service,” 49 C.F.R. part 604;

3. Any other federal Charter Service regulations; or

4. Federal guidance, except as FTA determines otherwise in writing.

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

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1. Barring it or any subcontractor operating public transportation under its Award that has provided prohibited charter service from receiving federal assistance from FTA;

2. Withholding an amount of federal assistance as provided by Appendix D to part 604 of FTA’s Charter Service regulations; or

3. Any other appropriate remedy that may apply.

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

CIVIL RIGHTS LAWS AND REGULATIONS

The following Federal Civil Rights laws and regulations apply to all contracts.

The Contractor and any subcontractor agree to comply with all the requirements prohibiting discrimination on the basis of race, color, or national origin of the Title VI of the Civil Rights Action of 1964, as amended 52 U.S.C 2000d, and U.S. DOT regulation “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation – Effectuation of the Title VI of the Civil rights Act, “49 C.F. R. Part 21 and any implementing requirement FTA may issue. 1 Federal Equal Employment Opportunity (EEO) Requirements. These include, but are not limited to:
a) Nondiscrimination in Federal Public Transportation Programs. 49 U.S.C. § 5332, covering projects, programs, and activities financed under 49 U.S.C. Chapter 53, prohibits discrimination on the basis of race, color, religion, national origin, sex (including sexual orientation and gender identity), disability, or age, and prohibits discrimination in employment or business opportunity.

b) Prohibition against Employment Discrimination. Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, and Executive Order No. 11246, “Equal Employment Opportunity,” September 24, 1965, as amended, prohibit discrimination in employment on the basis of race, color, religion, sex, or national origin. 2 Nondiscrimination on the Basis of Sex. Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. § 1681 et seq. and implementing Federal regulations, “Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,” 49 C.F.R. part 25 prohibit discrimination on the basis of sex.

3 Nondiscrimination on the Basis of Age. The “Age Discrimination Act of 1975,” as amended, 42 U.S.C. § 6101 et seq., and Department of Health and Human Services implementing regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, prohibit discrimination by participants in federally assisted programs against individuals on the basis of age. The Age Discrimination in Employment Act (ADEA), 29 U.S.C. § 621 et seq., and Equal Employment Opportunity

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Commission (EEOC) implementing regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, also prohibit employment discrimination against individuals age 40 and over on the basis of age.

4 Federal Protections for Individuals with Disabilities. The Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. § 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Third party contractors must comply with their responsibilities under Titles I, II, III, IV, and V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions, many of which are subject to regulations issued by other Federal agencies.

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

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

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

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

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

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

5. Promoting Free Speech and Religious Liberty. The Contractor shall ensure that Federal funding is expended in full accordance with the U.S. Constitution, Federal Law, and statutory and public policy requirements: including, but not limited to, those protecting free speech, religious liberty, public welfare, the environment, and prohibiting discrimination.

CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT

The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251-1387). Violations must be reported to FTA and the Regional Office of the Environmental Protection Agency. The following applies for contracts of amounts in excess of $150,000:

Clean Air Act
(1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

(2) The contractor agrees to report each violation to the Agency and understands and agrees that the Agency will, in turn, report each violation as required to assure notification to the Agency, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

(3) The contractor agrees to include these requirements in each subcontract

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exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA.

Federal Water Pollution Control Act

(1) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
(2) The contractor agrees to report each violation to the Agency and understands and agrees that the Agency will, in turn, report each violation as required to assure notification to the Agency, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.
(3) The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA.”

CONTRACT WORK HOURS AND SAFETY STANDARDS ACT

a. Applicability: This requirement applies to all FTA grant and cooperative agreement programs.
b. Where applicable (see 40 U.S.C. § 3701), 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 at 29 C.F.R. Part 5. See 2 C.F.R. Part 200, Appendix II. c. Under 40 U.S.C. § 3702, 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.
d. 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. e. The regulation at 29 C.F.R. § 5.5(b) provides the required contract clause concerning compliance with the Contract Work Hours and Safety Standards Act:

Compliance with the Contract Work Hours and Safety Standards Act.

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(1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one- half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. (3) Withholding for unpaid wages and liquidated damages. The agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section.”

DAVIS BACON ACT AND COPELAND ANTI-KICKBACK ACT

For all prime construction, alteration or repair contracts in excess of $2,000 awarded by FTA, the Contractor shall comply with the Davis-Bacon Act and the Copeland “Anti-Kickback” Act.

Under 49 U.S.C. § 5333(a), prevailing wage protections apply to laborers and mechanics employed on FTA assisted construction, alteration, or repair projects. The Contractor will comply with the Davis-Bacon Act, 40 U.S.C. §§ 3141-3144, and 3146-3148 as supplemented by DOL regulations at 29 C.F.R. part 5, “Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction.” In accordance with the statute, the Contractor shall pay wages to laborers and mechanics at a rate not less than the prevailing

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wages specified in a wage determination made by the Secretary of Labor. In addition, the Contractor agrees to pay wages not less than once a week. The Contractor shall also comply with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by DOL regulations at 29 C.F.R. part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States.” The Contractor is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.

DEBARMENT AND SUSPENSION

Debarment and Suspension (Executive Orders 12549 and 12689). A covered transaction (see 2 C.F.R. §§ 180.220 and 1200.220) must not be entered into with any party listed on the governmentwide 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 (31 U.S.C. § 6101 note, 51 Fed. Reg. 6370,) and 12689 (31 U.S.C. § 6101 note, 54 Fed. Reg. 34131), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. The Recipient agrees to include, and require each Third Party Participant to include, a similar provision in each lower tier covered transaction, ensuring that each lower tier Third Party Participant:

(1) Complies with federal debarment and suspension requirements; and

(2) Reviews the SAM at https://www.sam.gov, if necessary to comply with U.S. DOT regulations, 2 CFR Part 1200.

DISADVANTAGED BUSINESS ENTERPRISE (DBE)
It is the policy of the Agency and the United States Department of Transportation (“DOT”) that Disadvantaged Business Enterprises (“DBE’s”), as defined herein and in the Federal regulations published at 49 C.F.R. part 26, shall have an equal opportunity to participate in DOT-assisted contracts.

The contractor 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 C.F.R. part 26 in the award and administration of DOT-assisted contracts.

Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the Agency deems appropriate, which may include, but is not limited to:

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(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying the contractor from future bidding as non-responsible. 49 C.F.R. § 26.13(b).

Prime contractors are required to pay subcontractors for satisfactory performance of their contracts no later than 30 days from receipt of each payment the Agency makes to the prime contractor. 49 C.F.R. § 26.29(a).

Finally, for contracts with defined DBE contract goals, the contractor shall utilize the specific DBEs listed unless the contractor obtains the Agency’s written consent; and that, unless the Agency’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. 49 C.F.R. § 26.53(f) (1).

ENERGY CONSERVATION

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).

EQUAL EMPLOYMENT OPPORTUNITY

During the performance of this contract, the contractor agrees as follows:

(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has

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inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

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FLY AMERICA

a) Definitions. As used in this clause—
1) “International air transportation” means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States.
2) “United States” means the 50 States, the District of Columbia, and outlying areas. 3) “U.S.-flag air carrier” means an air carrier holding a certificate under 49 U.S.C.

Chapter 411.

b) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, Agencys, and others use U.S.-flag air carriers for U.S.

Government-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services.
c) If available, the Contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel (and their personal effects) or property.
d) In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for international air transportation, the Contractor shall include a statement on vouchers involving such transportation essentially as follows:

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

INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS

The provisions within include, in part, certain Standard Terms and Conditions required under the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR § 200), whether or not expressly set forth in the preceding contract provisions.

All contractual provisions required by DOT, detailed in 2 CFR § 200 or as amended by 2 CFR §

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1201, or the most recent version of FTA Circular 4220.1 are hereby incorporated by reference.

Anything to the contrary herein notwithstanding, all mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any request which would cause a violation of the FTA terms and conditions.

NO GOVERNMENT OBLIGATION TO THIRD PARTIES

The Recipient and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the Recipient, Contractor or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

NOTICE TO FTA AND U.S. DOT INSPECTOR GENERAL OF INFORMATION

RELATED TO FRAUD, WASTE, ABUSE, OR OTHER LEGAL MATTERS

If a current or prospective legal matter that may affect the Federal Government emerges, the Recipient must promptly notify the FTA Chief Counsel and FTA Regional Counsel for the Region in which the Recipient is located. The Recipient must include a similar notification requirement in its Third-Party Agreements and must require each Third-Party Participant to include an equivalent provision in its subagreements at every tier, for any agreement that is a “covered transaction” according to 2 C.F.R. §§ 180.220 and 1200.220. (1) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason.
(2) Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s interests in the Award, the accompanying Underlying Agreement, and any Amendments thereto, or the Federal Government’s administration or enforcement of federal laws, regulations, and requirements.
(3) The Recipient must promptly notify the U.S. DOT Inspector General in addition to the FTA Chief Counsel or Regional Counsel for the Region in which the Recipient is located, if the Recipient has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a

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false claim under the False Claims Act, 31 U.S.C. § 3729 et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bribery, gratuity, or similar misconduct. This responsibility occurs whether the Project is subject to this Agreement or another agreement between the Recipient and FTA, or an agreement involving a principal, officer, employee, agent, or Third Party Participant of the Recipient. It also applies to subcontractors at any tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of the Recipient.

PATENT RIGHTS AND RIGHTS IN DATA

Intellectual Property Rights
This Project is funded through a Federal award with FTA for experimental, developmental, or research work purposes. As such, certain Patent Rights and Data Rights apply to all subject data first produced in the performance of this Contract. The Contractor shall grant the Agency intellectual property access and licenses deemed necessary for the work performed under this Contract and in accordance with the requirements of 37 C.F.R. part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by FTA or U.S. DOT.

The terms of an intellectual property agreement and software license rights will be finalized prior to execution of this Contract and shall, at a minimum, include the following restrictions:

Except for its own internal use, the Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Contractor authorize others to do so, without the written consent of FTA, until such time as FTA may have either released or approved the release of such data to the public. This restriction on publication, however, does not apply to any contract with an academic institution.

For purposes of this Contract, the term “subject data” means recorded information whether or not copyrighted, and that is delivered or specified to be delivered as required by the Contract.

Examples of “subject data” include, but are not limited to computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information, but do not include financial reports, cost analyses, or other similar information used for performance or administration of the Contract.

1. The Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use for “Federal Government Purposes,” any subject data or copyright described below. For “Federal

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

a. Any subject data developed under the Contract, whether or not a copyright has been obtained; and
b. Any rights of copyright purchased by the Contractor using Federal assistance in whole or in part by the FTA.

2. Unless FTA determines otherwise, the Contractor performing experimental, developmental, or research work required as part of this Contract agrees to permit FTA to make available to the public, either FTA’s license in the copyright to any subject data developed in the course of the Contract, or a copy of the subject data first produced under the Contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of this Contract, is not completed for any reason whatsoever, all data developed under the Contract shall become subject data as defined herein and shall be delivered as the Federal Government may direct.

3. Unless prohibited by state law, upon request by the Federal Government, the Contractor agrees to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. The Contractor shall not be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government.

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

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

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

PRE-AWARD AND POST-DELIVERY AUDITS OF ROLLING STOCK PURCHASES

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

PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND

RELATED ACTS

The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed.

In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.

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

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

PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO
SURVEILLANCE SERVICES OR EQUIPMENT.

a) Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to:

1) Procure or obtain covered telecommunications equipment or services; 2) Extend or renew a contract to procure or obtain covered telecommunications equipment or services; or
3) Enter into a contract (or extend or renew a contract) to procure or obtain covered telecommunications equipment or services.

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(b) As described in section 889 of Public Law 115-232, “covered telecommunications equipment or services” means any of the following:

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); (2) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment;

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country;
(c) For the purposes of this section, “covered telecommunications equipment or services” also include systems that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.

d) In implementing the prohibition under section 889 of Public Law 115-232, heads of executive agencies administering loan, grant, or subsidy programs must prioritize available funding and technical support to assist affected businesses, institutions and organizations as is reasonably necessary for those affected entities to transition from covered telecommunications equipment or services, to procure replacement equipment or services, and to ensure that communications service to users and customers is sustained. (e) When the recipient or subrecipient accepts a loan or grant, it is certifying that it will comply with the prohibition on covered telecommunications equipment and services in this section.

The recipient or subrecipient is not required to certify that funds will not be expended on covered telecommunications equipment or services beyond the certification provided upon accepting the loan or grant and those provided upon submitting payment requests and financial reports.

(f) For additional information, see section 889 of Public Law 115-232 and§ 200.471.

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PROMPT PAYMENT
The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor’s receipt of payment for that work. In addition, the contractor is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed.

The contractor must promptly notify the Agency, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the Agency.

RESTRICTIONS ON LOBBYING

Conditions on use of funds.
(a) No appropriated funds may be expended by the recipient of a Federal contract, grant, loan, or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the following covered Federal actions: the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (b) Each person who requests or receives from an agency a Federal contract, grant, loan, or cooperative agreement shall file with that agency a certification, that the person has not made, and will not make, any payment prohibited by paragraph (a) of this section. (c) Each person who requests or receives from an agency a Federal contract, grant, loan, or a cooperative agreement shall file with that agency a disclosure form if such person has made or has agreed to make any payment using nonappropriated funds (to include profits from any covered Federal action), which would be prohibited under paragraph (a) of this section if paid for with appropriated funds.
(d) Each person who requests or receives from an agency a commitment providing for the United States to insure or guarantee a loan shall file with that agency a statement, whether that person has made or has agreed to make any payment to influence or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with that loan insurance or guarantee.
(e) Each person who requests or receives from an agency a commitment providing for the United States to insure or guarantee a loan shall file with that agency a disclosure form if that person has made or has agreed to make any payment to influence or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with that loan insurance or guarantee.

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Certification and disclosure.
(a) Each person shall file a certification, and a disclosure form, if required, with each submission that initiates agency consideration of such person for:
(1) Award of a Federal contract, grant, or cooperative agreement exceeding $100,000; or (2) An award of a Federal loan or a commitment providing for the United States to insure or guarantee a loan exceeding $150,000.
(b) Each person shall file a certification, and a disclosure form, if required, upon receipt by such person of:
(1) A Federal contract, grant, or cooperative agreement exceeding $100,000; or (2) A Federal loan or a commitment providing for the United States to insure or guarantee a loan exceeding $150,000,

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Unless such person previously filed a certification, and a disclosure form, if required, under paragraph (a) of this section.
(c) Each person shall file a disclosure form at the end of each calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy of the information contained in any disclosure form previously filed by such person under paragraphs (a) or (b) of this section. An event that materially affects the accuracy of the information reported includes:
(1) A cumulative increase of $25,000 or more in the amount paid or expected to be paid for influencing or attempting to influence a covered Federal action; or (2) A change in the person(s) or individual(s) influencing or attempting to influence a covered Federal action; or,
(3) A change in the officer(s), employee(s), or Member(s) contacted to influence or attempt to influence a covered Federal action.
(d) Any person who requests or receives from a person referred to in paragraphs (a) or (b) of this section:
(1) A subcontract exceeding $100,000 at any tier under a Federal contract; (2) A subgrant, contract, or subcontract exceeding $100,000 at any tier under a Federal grant;
(3) A contract or subcontract exceeding $100,000 at any tier under a Federal loan exceeding $150,000; or,
(4) A contract or subcontract exceeding $100,000 at any tier under a Federal cooperative agreement,
Shall file a certification, and a disclosure form, if required, to the next tier above. (e) All disclosure forms, but not certifications, shall be forwarded from tier to tier until received by the person referred to in paragraphs (a) or (b) of this section. That person shall forward all disclosure forms to the agency.
(f) Any certification or disclosure form filed under paragraph (e) of this section shall be treated as a material representation of fact upon which all receiving tiers shall rely. All liability arising from an erroneous representation shall be borne solely by the tier filing that representation and shall not be shared by any tier to which the erroneous representation is forwarded.

Submitting an erroneous certification or disclosure constitutes a failure to file the required certification or disclosure, respectively. If a person fails to file a required certification or disclosure, the United States may pursue all available remedies, including those authorized by section 1352, title 31, U.S. Code.
(g) For awards and commitments in process prior to December 23, 1989, but not made before that date, certifications shall be required at award or commitment, covering activities occurring between December 23, 1989, and the date of award or commitment. However, for awards and commitments in process prior to the December 23, 1989 effective date of these provisions, but not made before December 23, 1989, disclosure forms shall not be required at time of award or commitment but shall be filed within 30 days.
(h) No reporting is required for an activity paid for with appropriated funds if that activity is allowable under either subpart B or C.

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SAFE OPERATION OF MOTOR VEHICLES

Seat Belt Use
The Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company rented vehicles, or personally operated vehicles. The terms “company-owned” and “company-leased” refer to vehicles owned or leased either by the Contractor or Agency.

Distracted Driving
The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this Contract.

SIMPLIFIED ACQUISITION THRESHOLD

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, or otherwise set by law, 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. (Note that the simplified acquisition threshold determines the procurement procedures that must be employed pursuant to 2 C.F.R. §§ 200.317–200.327. The simplified acquisition threshold does not exempt a procurement from other eligibility or processes requirements that may apply. For example, Buy America’s eligibility and process requirements apply to any procurement in excess of $150,000. 49 U.S.C. § 5323(j)(13).

SOLID WASTES (RECOVERED MATERIALS)

(a) A Recipient or subrecipient that is a State agency or agency of a political subdivision of a State and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 as amended, 42 U.S.C. 6962. The requirements of Section 6002 include procuring only items designated in the guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

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(b) The recipient or subrecipient should, to the greatest extent practicable and consistent with law, purchase, acquire, or use products and services that can be reused, refurbished, or recycled; contain recycled content, are biobased, or are energy and water efficient; and are sustainable. This may include purchasing compostable items and other products and services that reduce the use of single-use plastic products. See Executive Order 14057, section 101, Policy.

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SPECIAL DOL EEO CLAUSE FOR CONSTRUCTION PROJECTS

The applicant hereby agrees that it will incorporate or cause to be incorporated into any contract for construction work, or modification thereof, as defined in the regulations of the Secretary of Labor at 41 CFR Chapter 60, which is paid for in whole or in part with funds obtained from the Federal Government or borrowed on the credit of the Federal Government pursuant to a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, the following equal opportunity clause:

During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.

(4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments

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under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information

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as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

SUBSTANCE ABUSE REQUIREMENTS

The Contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 C.F.R. part 655, produce any documentation necessary to establish its compliance with part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency, or Agency, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 C.F.R. part 655 and review the testing process. The Contractor agrees further to certify annually its compliance with part 655 and to submit the Management Information System (MIS) reports to the Agency.

TERMINATION

Termination for Convenience (General Provision)
The Agency may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Agency’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 Agency to be paid the Contractor.

If the Contractor has any property in its possession belonging to Agency, the Contractor will account for the same, and dispose of it in the manner Agency directs.

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

28 Sept-24

contract, or if the Contractor fails to comply with any other provisions of the contract, the Agency may terminate this contract for default. Termination shall be effected by serving a Notice of Termination on the Contractor setting forth the manner in which the Contractor is in default. The Contractor will be paid only 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 Agency 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 Agency, 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.

Opportunity to Cure (General Provision)
The Agency, in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] 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 Contractor fails to remedy to Agency's satisfaction the breach or default of any of the terms,

29 Sept-24

covenants, or conditions of this Contract within [10 days] after receipt by Contractor of written notice from Agency setting forth the nature of said breach or default, Agency shall have the right to terminate the contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude Agency from also pursuing all available remedies against Contractor and its sureties for said breach or default.

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

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

Termination for Default (Supplies and Service)
If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension, or if the Contractor fails to comply with any other provisions of this contract, the Agency may terminate this contract for default. The Agency shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Agency.

Termination for Default (Transportation Services)
If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension, or if the Contractor fails to comply with any other provisions of this contract, the Agency may terminate this contract for default. The Agency shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract.

If this contract is terminated while the Contractor has possession of Agency goods, the Contractor shall, upon direction of the Agency, protect and preserve the goods until surrendered to the Agency or its agent. The Contractor and Agency shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor

30 Sept-24

was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Agency.

Termination for Default (Construction)
If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will ensure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provision of this contract, Agency may terminate this contract for default. The Agency shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the Agency may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Agency resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Agency in completing the work.

The Contractor's right to proceed shall not be terminated nor shall the Contractor be charged with damages under this clause if:

1. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include:
acts of God, acts of Agency, acts of another contractor in the performance of a contract with Agency, epidemics, quarantine restrictions, strikes, freight embargoes; and

2. The Contractor, within [10] days from the beginning of any delay, notifies Agency in writing of the causes of delay. If, in the judgment of Agency, the delay is excusable, the time for completing the work shall be extended. The judgment of Agency shall be final and conclusive for the parties, but subject to appeal under the Disputes clause(s) of this contract.

3. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of Agency.

Termination for Convenience or Default (Architect and Engineering) The Agency may terminate this contract in whole or in part, for the Agency’s convenience or because of the failure of the Contractor to fulfill the contract obligations. The Agency shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Agency ‘s Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. Agency has a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, all such data, drawings, specifications, reports, estimates, summaries, and other information and materials.

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If the termination is for the convenience of the Agency, the Agency’s Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services.

If the termination is for failure of the Contractor to fulfill the contract obligations, the Agency may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Agency.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Agency.

Termination for Convenience or Default (Cost-Type Contracts) The Agency may terminate this contract, or any portion of it, by serving a Notice of Termination on the Contractor. The notice shall state whether the termination is for convenience of Agency or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the Contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the Agency, or property supplied to the Contractor by the Agency. If the termination is for default, the Agency may fix the fee, if the contract provides for a fee, to be paid the Contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the Agency and the parties shall negotiate the termination settlement to be paid the Contractor.

If the termination is for the convenience of Agency, the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination.

If, after serving a Notice of Termination for Default, the Agency determines that the Contractor has an excusable reason for not performing, the Agency, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a Termination for Convenience.

VETERANS HIRING PREFERENCE

Veterans Employment - Construction contracts of Federal financial assistance shall ensure that contractors working on a capital project funded using such assistance give a hiring preference, to the extent practicable, to veterans (as defined in section 2108 of title 5) who have the requisite skills and abilities to perform the construction work required under the contract. This subsection shall not be understood, construed or enforced in any manner that would require an employer to give a preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or a former employee.

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VIOLATION AND BREACH OF CONTRACT

Disputes:

Disputes arising in the performance of this Contract that are not resolved by agreement of the parties shall be decided in writing by the authorized representative of the agency. This decision shall be final and conclusive unless within [10] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the agencies authorized representative. 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 agencies authorized representative shall be binding upon the Contractor and the Contractor shall abide be the decision.

Performance during Dispute:

Unless otherwise directed by the agencies authorized representative, 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 or omission of the party or of any of his employees, agents or others for whose acts he 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 agencies authorized representative and contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the Agency is located.

Rights and Remedies:

Duties and obligations imposed by the contract documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the Agency or contractor shall constitute a waiver of any right or duty afforded any of them under 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 agreed in writing.

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OTHER RECOMMENDED CONTRACT REQUIREMENTS

FEDERAL TAX LIABILITY AND RECENT FELONY CONVICTIONS

(1) The contractor certifies that it:
(a) Does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and
(b) Was not convicted of the felony criminal violation under any Federal law within the preceding 24 months.

If the contractor cannot so certify, the Recipient will refer the matter to FTA and not enter into any Third Party Agreement with the Third Party Participant without FTA’s written approval.

(2) Flow-Down. The Recipient agrees to require the contractor to flow this requirement down to participants at all lower tiers, without regard to the value of any subagreement.

SEVERABILITY
The Contractor agrees that if any provision of this agreement or any amendment thereto is determined to be invalid, then the remaining provisions thereof that conform to federal laws, regulations, requirements, and guidance will continue in effect.

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TRAFFICKING IN PERSONS

The contractor agrees that it and its employees that participate in the Recipient’s Award, may not:
(a) Engage in severe forms of trafficking in persons during the period of time that the Recipient’s Award is in effect;
(b) Procure a commercial sex act during the period of time that the Recipient’s Award is in effect; or
(c) Use forced labor in the performance of the Recipient’s Award or subagreements thereunder.

ATTACHMENT C

ITEM # 34

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Raul Alvarez, City Manager

BY: David Sosnowski, Director of Recreation and Community Services

SUBJECT: WAIVE THE SECOND READING AND ADOPTION OF ORDINANCE NO. 2482 ADDING CHAPTER 12.27 - "PUBLIC DOG PARK FACILITIES" - AND AMENDING CHAPTER 12.24 - "CONDUCT IN PUBLIC PARKS" - OF TITLE 12 OF THE MONTEBELLO MUNICIPAL CODE

DATE: May 14, 2025

RECOMMENDATIONS:

It is recommended that the City Council:

1. Waive the Second Reading and adopt Ordinance No. 2482 (Attachment A) to add Chapter 12.27 ("Public Dog Park Facilities") to Title 12 ("Streets, Sidewalks and Public Places") and amend Chapter 12.24 ("Conduct in Public Parks") of the Montebello Municipal Code; and,

2. Take such additional, related action that may be desirable.

FISCAL IMPACT:

There is no fiscal impact related to the adoption of this ordinance.

BACKGROUND/DISCUSSION:

If adopted as presented, the attached ordinance (Attachment A) would add sections to the Montebello Municipal Code that would define and regulate conduct for the dog park that will be opening at Acuña Park. The City’s Recreation and Community Services Department, Montebello Police Department and Code Enforcement Division have worked together to identify issues that staff may potentially experience with the opening of the new dog park and have proposed regulations for the dog park that will aid in providing a positive experience for users of this much anticipated amenity.

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 14, 2025

Additionally, the Recreation and Community Services Department reviewed the existing Montebello Municipal Code Chapter 12.24 - “Conduct in Public Parks,” which provides rules and regulations for several subject matters, and updated sections to be consistent with current park use and to clarify language.

ENVIRONMENTAL:

N/A

ANALYSIS:

The proposed changes amend Chapter 12.24 - “Conduct in Public Parks” - of the Montebello Municipal Code. The existing section outlining definitions will be updated to include new park amenities such as the City’s pickleball courts, exercise station, and dog park (Section 12.24.020). The section on picnics will be updated to prohibit roping-off, caution taping, staking or fencing any park areas to restrict access (Section

12.24.170). The public park reservations section will be updated to prohibit use of park facilities for private instruction, training, classes, camps or clinics (Section

12.24.280). Lastly a section will be added to prohibit amplified sound at parks (Section

12.24.300) and to prohibit unauthorized access to City-owned utilities, such as water spigots, faucets, electrical outlets, irrigation controls, etc. (Section 12.24.310).

A new chapter is being proposed to be added to the Montebello Municipal Code (12.27 - “Public Dog Park Facilities”) which establishes rules and regulations to be enforced at off-leash dog parks within the City. The chapter will include designated hours of operation, regulations, signage requirements, violation penalties, and the power of park employees to enforce violations. Specific regulations the City is proposing to be added to the Montebello Municipal Code include, but are not limited to: dogs must be accompanied by persons 18 year of age or older, dogs must be vaccinated and licensed, no more than three dogs per adult, dogs must be spayed or neutered, and aggressive dogs are not allowed in the dog park. The full list of regulations can be found in the attached ordinance (Attachment A).

In addition to regulations that will be added to the Montebello Municipal Code, the City will be implementing additional rules for conduct at the new dog park. This set of rules will not be subject to citation. However, Sections 12.27.060 and 12.27.070 allow City staff to enforce any posted rules which will be posted in a visible area near the dog park facility. Rules will include requiring an adult to accompany each dog, requiring dogs to be vaccinated, licensed, and wear current tags, and prohibiting dogs exhibiting aggressive or dangerous behaviors. Attached is a full list of proposed dog park rules (Attachment "B"). The list of proposed rules to govern the dog park are the result of Recreation and Community Services staff conducting thorough research of other municipal dog parks and researching best practices for dog park operations to fit the needs of the City.

On April 9, 2025, the City Council introduced and approved the first reading of Ordinance No. 2482.

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 14, 2025

SUMMARY:

Staff is recommending that the City Council waive the second reading and adopt Ordinance No. 2482 (Attachment A) to add Chapter 12.27 ("Public Dog Park Facilities") to Title 12 ("Streets, Sidewalks and Public Places") and amend Chapter 12.24 ("Conduct in Public Parks") of the Municipal Code.

ATTACHMENT(S)

1. Attachment A - Ordinance No. 2482

2. Attachment B - Proposed Dog Park Rules

ATTACHMENT A
ORDINANCE NO. 2482

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MONTEBELLO, CALIFORNIA, AMENDING CHAPTER 12.24 OF THE MONTEBELLO MUNICIPAL

CODE TO UPDATE PARK RULES AND REGULATIONS AND ADDING CHAPTER

12.27 TO TITLE 12 OF THE MONTEBELLO MUNICIPAL CODE TO ESTABLISH

REGULATIONS FOR THE SAFE USE OF DOG PARK FACILITIES OWNED AND

OPERATED BY THE CITY OF MONTEBELLO
WHEREAS, the City of Montebello is a general law city under California Government Code Section 34102; and
WHEREAS, Article XI, Section 7 of the California Constitution provides that the City of Montebello (“City”) may make and enforce within its limits all local, police, sanitary, and other ordinances and regulations not in conflict with general laws; and WHEREAS, the Recreation and Community Services Department is responsible for the overall administration, operation, and maintenance of the City’s public parks; and WHEREAS, the City Council desires to amend the Montebello Municipal Code to preserve and protect the public peace, health, safety and welfare.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MONTEBELLO, CALIFORNIA DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. The City Council for the City of Montebello finds and declares the foregoing are true and correct and incorporates said recitals fully into this Ordinance as substantive findings.

SECTION 2. Chapter 12.24 - “Conduct in Public Parks” - is hereby amended to read as follows (deletions in Strikethrough and additions in Double Underline):

Chapter 12.24 CONDUCT IN PUBLIC PARKS
Sections:

12.24.020 Definitions.

For the purpose of carrying out the intent of this chapter, words, phrases, and terms used herein shall have their ordinary meaning, unless otherwise indicated as follows:
“Department” means the city of Montebello (city) department of recreation and community services.
“Director” means the director of parks and recreation, or his or her designee. “Public Park” means any public facility or structure, areas, buildings and facilities that are owned, leased or otherwise controlled by the department, including, but not limited to, parks, athletic fields, tennis courts, pickle ball courts, splash pads, exercise stations, skate parks, dog parks, golf courses, swimming pools, recreation centers, playgrounds, pavilions, medians, park parking lots and recreational trails.

ORDINANCE NO. 2482

12.24.090 Animals.

A. No person shall bring into any public park any cattle, horses, mule, goat, sheep, swine, dog, cat or any other kind of animal, except that dogs or cats may be permitted in the park if kept on leash not to exceed six feet under the full control of its owner or person in possession. Service animals are exempt, as defined by the Americans with Disabilities Act. The owner must be in physical proximity and have full control of the service animal at all times. No person shall wound, kill, catch or attempt to wound, kill or catch any bird, fowl, fish or other animal located in a public park.

B. The requirement for a dog to be on-leash while in a public park shall not apply to a dog within a posted off-leash area of the park as designated by the city, provided, however, nothing herein shall relieve the owner or person having charge, care, custody or control of such dog from the responsibility to maintain proper control over such dog nor shall this subsection be construed as relieving such person from liability for any damages arising out of his or her use of a leash optional area.

12.24.150 Vehicles.

No person shall propel or cause to be propelled any vehicle of any type, cycle or automobile, on any footpath, walkway, trail or turf in any public park ., unless the area is designated for such type of use.

12.24.160 Park hours.

No person shall enter, loiter or remain in any public park or parking lot(s) at any time between the hours of ten p.m. and six a.m. of the following day, except when the park facilities are rented to the public and approved by the department director.

12.24.170 Picnics.

No person shall hold, conduct or participate in any picnic except in park areas designated for picnics. Roping-off, caution taping, staking or fencing off or similar actions to restrict access of park areas for any purpose is not permitted.

12.24.280 Public park reservations.

Public park reservations shall be available year -round to accommodate Montebello residents and user groups for informal or neighborhood gatherings. Reservations shall be submitted to the recreation and community services department and are subject to facility usage policies established by the department director.

Park reservations and/or permits are required for the following:
(1) Use of athletic fields by organized teams for activities such as practices, games and tournaments.
(2) Use of city facilities outside of normal business operating hours. (3) Picnic shelter reservations to guarantee exclusive use for the day of reservation.
(4) A temporary use permit is required for special events and outdoor activities pursuant to Chapter 12.16.010.

ORDINANCE NO. 2482

(5) Some uses of park space will require further review and special permits pursuant to Chapter 12.17.040.
(6) Use of facilities for private instruction, training, classes, camps and clinics.

Facility usage policies, rules and regulations , including a park facilities rules of conduct, shall be established by the director for the administration of this policy and made available to the public on the city website and at the recreation and community services office. Said rules and regulations may be amended periodically to address public safety concerns. All pertinent city ordinances shall be enforced.

All fees and charges may be changed by resolution of the city council.

12.24.290 Power of park employees.

Employees of the Montebello police department, code enforcement division, and the parks and recreation manager, director of parks and recreation, and all public employees in the parks and recreation department are given the power and authority to enforce any posted rule, regulation, policy, or violation of this chapter, including the authority to issue citations therefor.

Violations of this chapter regulating public conduct in parks may be addressed in the following manner:
(1) Verbal warning.
(2) Immediate eviction from the public park. Immediate eviction shall mean removal from the public park, and banishment from any other public park, for the remaining hours of operation for the day of eviction. (3) Suspension of public park privileges. Suspension of public park privileges shall mean denial of access to all public parks for one or more days . The effective date and length of suspension shall be determined by the director, depending on the scope and severity of the violation, and notice of such suspension shall be made in writing.
(4) Criminal sanctions or any other remedy available under local, state, or federal laws.

Any person who hwas been suspended from a public park for one or more days may appeal the suspension by submitting a written request for appeal prior to the start of the suspension to the director. The written request for appeal shall include the reason for requesting an appeal and contact information. All appeals shall be hard by the director, or designee, within thirty business days of the receipt of the request. The suspension will be tolled ruing the appeal process. The decision of the director shall be final.

12.24.300 Musical instruments and amplified sound.

No person shall operate or play any musical instrument, public address system, loudspeaker, or sound amplifying equipment of any kind within the boundaries of any park without a permit which expressly authorizes the use of such equipment for the facility, purpose, time, and group for which the permit is obtained.

ORDINANCE NO. 2482

12.24.310 City-owned utility access.

No person shall gain unauthorized access to water spigots, faucets, hose bibbs, valves, irrigation controls, electrical outlets, or other utility connections within the park grounds or parking lots.

SECTION 3. Chapter 12.27 “Public Dog Park Facilities” is hereby added to Title 12 “Streets, Sidewalks and Public Places” of the Montebello Municipal Code as follows:

Chapter 12.27 PUBLIC DOG PARK FACILITIES

12.27.010 Statement of purpose.

The purpose of this chapter is to establish a comprehensive set of rules and regulations for the use of public dog park facilities in the City of Montebello. This chapter shall apply to the city’s owned and operated public dog park facilities.

12.27.020 Definitions.

For the purpose of carrying out the intent of this chapter, words, phrases, and terms used herein shall have their ordinary meaning, unless otherwise indicated as follows:
"Department" means the City of Montebello (city) Department of Recreation & Community Services.
"Director" means the director of Recreation & Community Services, or his/her designee. "Public dog park" means any city property that has been designated by the city as an area where the public can recreate with their dogs, off leash, and within an enclosed space.

12.27.030 Hours of operation.

Public dog park facilities shall be open daily from sunrise until sunset, or as otherwise posted by the director. It shall be unlawful for any person to use or remain in such facilities without written consent of the director . Public dog park facilities shall be closed in the event of rain, wet conditions or other type of inclement weather which renders the facility to be unsafe in the sole opinion and discretion of the director.

12.27.040 Public dog park regulations.

A. Dogs must be accompanied by at least one person 18 years old or older.

Children under the age of 6 are not permitted in the off -leash area. Children 6 to 17 must be accompanied and supervised by an adult.

B. Dogs must be older than four months, vaccinated, licensed, and wearing current tags. All dogs must be licensed by their respective municipality and display said license/tag while in a public dog park. Non-city residents must have the current rabies vaccine tag as well as a dog license tag issued by the governing body where they reside.

ORDINANCE NO. 2482

C. No more than three dogs are allowed per adult.

D. Aggressive dogs are not allowed in public dog parks . Dogs exhibiting rough, aggressive, or dangerous behavior are to be immediately removed.

E. Dog trainers may not use public dog parks to conduct business. Permits are required for all commercial or organized activity.

F. Dogs must be spayed or neutered.

G. No animals other than dogs are permitted in the public dog park

H. Each dog owner/handler must be physically capable of controlling their dog (s).

All owners/handlers are required to remain inside th e public dog park area and be in view of their dog(s) at all times.

I. Any dog declared vicious or potentially dangerous, pursuant to Montebello Municipal Code Section 6.28.050, or any dog that has been declared “vicious ,” “dangerous,” “potentially dangerous,” or a “public nuisance ,” an attack dog, guard dog, or sentry dog as defined in California Health and Safety Code Section 121875 et seq., is not permitted to enter or remain in the public dog park.

12.27.050 City immunity from liability.

In accordance with California Government Code 831.7.5, a public entity that owns or operates a dog park shall not be held liable for injury or death of a person or pet resulting solely from the actions of a dog in the public dog park. Any person or canine using a public dog park must do so at their own risk.

12.27.060 Signage and postage requirements.

In order to provide reasonable notice to the public, the director shall place and post signs in one or more conspicuous and visible area(s) of the public dog park facilities, designating a facility, structure or area as a public dog park facility, specifying the rules and regulations, and the activities described as prohibited within the public dog park facility.

12.27.070 Other rules and regulations.

The director may set forth any other rules and regulations for the use of a public dog park facility which he /she deems appropriate, provided that signs describing such rules and regulations are placed and posted pursuant to this chapter.

ORDINANCE NO. 2482

12.27.080 Violation and penalties.

A. Any violation of this chapter may be punishable as either a misdemeanor or an infraction.

B. Any city employee may request anyone who violates a posted rule to leave the public dog park. It is unlawful for any person to fail to leave the dog park for violating any posted rule after being requested to do so by a city representative.

C. Repeat violations (i.e., having three or more violations) may result in suspension or prohibition of the owner or handler and dog from using the public dog park facility.

D. Repeat violations of this chapter may also constitute a public nuisance and may be abated by the city through civil process by means of restraining order, preliminary or permanent injunction or in any other manner provided by law for the abatement of such nuisances.

12.27.090 Power of park employees.

Employees of the Montebello police department, code enforcement division, director, and all public employees in the recreation and community services department are given the authority to enforce any violation of this chapter, including the authority to issue citations therefor.

Section 4. SEVERABILITY. The City Council declares that, should any provision, section, paragraph, sentence or word of this Ordinance be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation the remaining provisions, sections, paragraphs, sentences, and words of this Ordinance shall remain in full force and effect.

Section 5. EFFECTVE DATE. This Ordinance shall take effect thirty (30) days after its adoption.

Section 6. PUBLICATION. The City Clerk of the City of Montebello shall certify to the passage of the Ordinance and shall cause the same to be posted in the manner required by law.

ORDINANCE NO. 2482

PASSED, APPROVED, AND ADOPTED 14th DAY OF MAY 2025.
_______________________________
Salvador Melendez, Mayor
ATTEST:
_______________________________
Christopher Jimenez, City Clerk
APPROVED AS TO FORM:
_______________________________
Arnold M. Alvarez-Glasman, City Attorney
I HEREBY CERTIFY that the foregoing Ordinance was introduced at the regular meeting of the City Council on the 9 th day of April, 2025, and was adopted by the City Council of the City of Montebello at its meeting held on the 14th day of May, 2025 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________________
Christopher Jimenez, City Clerk

ATTACHMENT B

CITY OF MONTEBELLO

PROPOSED DOG PARK RULES

1. The dog park area is open daily from sunrise to sunset (MMC 12.27.030).

2. The dog park will close for weekly maintenance ___TBD______.

3. Dogs must be accompanied by at least one person 18 or older. Children under the age of 6 are not permitted in the off-leash area. Children 6 to 17 must be accompanied and supervised by an adult (MMC 12.27.040).

4. Dogs must be older than 4 months, vaccinated, licensed, and wearing current tags (MMC 12.27.040).

5. No more than 3 dogs are allowed per adult (MMC 12.27.040).

6. Dog owners must clean up after their pet.

7. No food allowed (for humans or canines).

8. Aggressive dogs are not allowed in the park. Dogs exhibiting rough, aggressive, or dangerous behavior are to be immediately removed (MMC 12.27.040).

9. Any dog declared vicious or potentially dangerous pursuant to Montebello Municipal Code Section 6.28.050, or any dog that has been declared “vicious,” dangerous,” “potentially dangerous,” or a “public nuisance,” an attack dog, guard dog, or sentry dog as defined in California Health and Safety Code Section 121875 et seq., is not permitted to enter or remain in the dog park (MMC

12.27.040).

10. No digging permitted. Any holes created by a dog must be filled by the owner.

11. No choke, pinch, or spiked collars are permitted.

12. Dogs must be leashed upon entering the dog park and upon exiting the dog park.

13. Each dog owner/handler must be physically capable of controlling their dog(s).

All owners/handlers are required to remain inside the dog park and be in view of their dog(s) at all times (MMC 12.27.040).

14. Dog owners assume full liability and are legally responsible for any injuries resulting from their actions as well as those of their pets. The owner of any dog is liable for the damages suffered by any person who is bitten by the dog (CA Civil Code Section 3342)

15. Anyone who abandons an animal anywhere, including a dog park, is subject to a $500 fine and/or up to six months in jail (CA Penal Code Section 597 s.).

ATTACHMENT B

16. Dog trainers may not use this dog park facility to conduct business. Permits are required for all commercial or organized activity (MMC 12.027.040).

17. No dog grooming is permitted in the dog park facility.

18. No ill or injured dogs are permitted.

19. Dogs must be spayed or neutered (MMC 12.027.040).

20. No animals other than dogs are permitted in the dog park facility (MMC

12.27.040).

21. No bicycles, skates, or skateboards are permitted in the dog park facility.

Use of this facility implies consent and agreement to the above policies in addition to all City of Montebello Rules and Regulations.

ITEM # 35
PAYMENT OF BILLS: ADOPT RESOLUTION NO. 25-27 APPROVING THE CITY WARRANT REGISTER OF DEMANDS DATED MAY 14, 2025

RESOLUTION NO 25-27

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MONTEBELLO

APPROVING AND ALLOWING CERTAIN CLAIMS AND DEMANDS

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MONTEBELLO HEREBY RESOLVES, FINDS, AND DECLARES AS FOLLOWS:

SECTION 1. That the reference is hereby made to that certain Reg ister of Audited Demand No.1592, consisting of 14 pages, and including:

Warrant No.

General: Check No. 606651 through 607012
ACH No. 8295 through 8485
Successor Agency: Check No. 1532 through 1532

On file in the office of the City Clerk, the same having been audited and approved by the Assistant Director of Finance as required by law.

SECTION 2. That the said City Council having examined each such demand does hereby approve and direct the payment of same, as set forth in said Register, except the following Warrant No.

______________________________

______________________________

______________________________

SECTION 3. That the City Clerk shall certify to the passage and adoption of this Resolution and that the same shall be in full force and effect.

APPROVED AND ADOPTED ON THIS 14th OF MAY 2025.

_______________________________
Salvador Melendez, Mayor

ATTEST: APPROVED AS TO FORM:

_______________________ ________________________________ Christopher Jimenez, City Clerk Arnold M. Alvarez-Glasman, City Attorney

RESOLUTION NO. 25-27

• Exhibit A – Warrant Register

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF MONTEBELLO )

I, Christopher Jimenez, City Clerk of the City of Montebello, County of Los Angeles, State of California, hereby certify that th e foregoing Resolution No. 25-27 was passed and adopted by the City Council of the City of Montebello, signed by the Mayor and attested by the City Clerk at a regular meet ing of said Council held on the 14th day of May 2025 and that said Resolution was adopted by the following vote, to-wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

The undersigned, City Clerk of the City of Montebello, does hereby attest and certify that the foregoing Resolution is a true, full, and correct copy of a resolution duly adopted at a meeting of said City which was duly convened and held on the date stated thereon, and that said document has not been amended, modified, repealed or rescinded since its date of adoption and is in full force and effect as of the date hereof.

DATE: __
Christopher Jimenez, City Clerk

EXHINBIT A
WARRANT # DATE AMOUNT ACCOUNT DESCRIPTION VENDOR # VENDOR NAME General Account
8295 04/03/2025 $445.34 SUPPLIES 3163 BANK OF AMERICA
8296 04/03/2025 $1,232.42 DUES & SUBSCRIPTIONS 3163 BANK OF AMERICA 8297 04/03/2025 $2,108.42 MACHINERY & EQUIPMENTS 3163 BANK OF AMERICA 8298 04/03/2025 $60.00 SUPPLIES 3163 BANK OF AMERICA
8299 04/03/2025 $494.78 SUPPLIES 3163 BANK OF AMERICA
8300 04/03/2025 $6,472.77 TRAVEL & MEETINGS 3163 BANK OF AMERICA 8301 04/03/2025 $4,248.20 MACHINERY & EQUIPMENTS 3163 BANK OF AMERICA 8302 04/03/2025 $342.35 SUPPLIES 3163 BANK OF AMERICA
8303 04/03/2025 $249.52 SUPPLIES 3163 BANK OF AMERICA
8304 04/03/2025 $4,949.08 SUPPLIES 3163 BANK OF AMERICA 8305 04/03/2025 $3,366.80 SUPPLIES 3163 BANK OF AMERICA 8306 04/03/2025 $3,220.39 SUPPLIES 3163 BANK OF AMERICA 8307 04/03/2025 $3,600.52 SUPPLIES 3163 BANK OF AMERICA 8308 04/03/2025 $1,676.70 SUPPLIES 3163 BANK OF AMERICA 8309 04/03/2025 $402.10 SUPPLIES 3163 BANK OF AMERICA
8310 04/03/2025 $4,698.81 SUPPLIES 3163 BANK OF AMERICA 8311 04/03/2025 $900.00 DUES & SUBSCRIPTIONS 3163 BANK OF AMERICA 8312 04/03/2025 $1,440.00 RETIREMENT 3730 AT RETIREMENT SERVICES LLC 8313 04/03/2025 $8,423.10 UNIFORM EXPENSE 20350 ALLSTAR FIRE EQUIPMENT INC 8314 04/03/2025 $1,240.00 SUPPLIES 2586 AMAZON CAPITAL SERVICES INC 8315 04/03/2025 $40.00 CARPOOL INCENTIVE 289 ANDREA ANDRADE 8316 04/03/2025 $40.00 CARPOOL INCENTIVE 61470 ERIKA L ANDRADE 8317 04/03/2025 $38,252.64 CONTRACT SERVICES 3016 ANTARES GOLF LLC 8318 04/03/2025 $1,272.58 ADVERTISING/PRINTING SERVICES 35980 SAEED RADMEHR 8319 04/03/2025 $40.00 CARPOOL INCENTIVE 4827 RIJUL BHASKAR 8320 04/03/2025 $34,203.39 CONTRACT SERVICES 4764 CALIFORNIA LANDSCAPE & DESIGN 8321 04/03/2025 $9,373.36 UTILITY SERVICES 19120 CENTRAL BASIN MUNICIPAL WATER DISTRICT 8322 04/03/2025 $3,238.71 SUPPLIES 10000 CLEAN SWEEP SUPPLY CO INC 8323 04/03/2025 $402.76 CONTRACT SERVICES 2889 COMLOCK SECURITY GROUP INC 8324 04/03/2025 $421.29 SUPPLIES 70920 DECALS BY DESIGN INC 8325 04/03/2025 $40.00 CARPOOL INCENTIVE 4159 ROBERT FIERRO 8326 04/03/2025 $33,575.52 CONTRACT SERVICES 75950 FIESTA TAXI COOPERATIVE INC 8327 04/03/2025 $40.00 CARPOOL INCENTIVE 3706 ALEX GILLMAN 8328 04/03/2025 $96.44 CARPOOL INCENTIVE 3123 NEIRA YESSIE GRANADOS 8329 04/03/2025 $40.00 CARPOOL INCENTIVE 3681 LIZETTE GUERRERO 8330 04/03/2025 $40.00 CARPOOL INCENTIVE 4280 NADINE HERNANDEZ 8331 04/03/2025 $82,163.91 CONTRACT SERVICES 4855 HORIZON MECHANICAL CONTRACTORS OF CALIFORNIA 8332 04/03/2025 $71,129.50 IMPROVEMENTS OTHER THAN BUILDING 4845 INFRASTRUCTURE ARCHITECTS, INC 8333 04/03/2025 $6,375.26 VEHICLE MAINTENANCE/EXPENSES 1822 JOHNSON EQUIPMENT COMPANY City of Montebello
Register of Demands No. 1592
From Payment Date 03/28/25 - To Payment Date 05/01/25
Page1

EXHINBIT A
WARRANT # DATE AMOUNT ACCOUNT DESCRIPTION VENDOR # VENDOR NAME General Account
City of Montebello
Register of Demands No. 1592
From Payment Date 03/28/25 - To Payment Date 05/01/25
8334 04/03/2025 $40.00 CARPOOL INCENTIVE 4439 DANESSA DANETTE LLANES 8335 04/03/2025 $1,540.00 EDUCATION REIMBURSEMENT 4580 JEREMY MELENDEZ 8336 04/03/2025 $5,495.07 CONTRACT SERVICES 19250 N/S CORPORATION 8337 04/03/2025 $40.00 CARPOOL INCENTIVE 2203 SAMANTHA NEVAREZ 8338 04/03/2025 $42,048.00 CONTRACT SERVICES 42180 PCAM LLC DBA PARKING COMPANY OF AMERICA 8339 04/03/2025 $3,386.00 MACHINERY & EQUIPMENTS 3144 PRODUCTIVE PARKS LLC 8340 04/03/2025 $20.00 CARPOOL INCENTIVE 4429 ELISEO RAMOS 8341 04/03/2025 $40.00 CARPOOL INCENTIVE 3712 MATTHEW ROBERT RAMOS 8342 04/03/2025 $12,916.67 CONTRACT SERVICES 3191 RL CONTROLS LLC 8343 04/03/2025 $40.00 CARPOOL INCENTIVE 69960 NICOLE I SAUCEDO 8344 04/03/2025 $40.00 CARPOOL INCENTIVE 2985 KEVIN SAYCOCIE 8345 04/03/2025 $1,377.02 SUPPLIES 2686 THE SHERWIN-WILLIAMS CO 8346 04/03/2025 $1,543.49 TRAINING 3610 SARBJEET SINGH
8347 04/03/2025 $350.00 TRAVEL & MEETINGS 24280 MARTIN SOLANO 8348 04/03/2025 $40.00 CARPOOL INCENTIVE 3001 MICHAEL SOLORZA 8349 04/03/2025 $40.00 CARPOOL INCENTIVE 3053 MICHAEL TELLES 8350 04/03/2025 $540.00 ADVERTISING/PRINTING SERVICES 328 WRITER ANNE COMMUNICATIONS 8351 04/03/2025 $1,300.00 CONTRACT SERVICES 71170 YOUNG ELECTRIC SIGN COMPANY 8352 04/10/2025 $3,909.77 SUPPLIES 3163 BANK OF AMERICA 8353 04/10/2025 $149.30 SUPPLIES 3163 BANK OF AMERICA
8354 04/10/2025 $660.59 SUPPLIES 3163 BANK OF AMERICA
8355 04/10/2025 $957.93 TRAVEL & MEETINGS 3163 BANK OF AMERICA 8356 04/10/2025 $3,745.54 TRAINING 3163 BANK OF AMERICA 8357 04/10/2025 $57.00 SUPPLIES 3163 BANK OF AMERICA
8358 04/10/2025 $234.36 SUPPLIES 3163 BANK OF AMERICA
8359 04/10/2025 $30.00 SUPPLIES 3163 BANK OF AMERICA
8360 04/10/2025 $156.66 TRAVEL & MEETINGS 3163 BANK OF AMERICA 8361 04/10/2025 $175.72 SUPPLIES 3163 BANK OF AMERICA
8362 04/10/2025 $562.71 TRAVEL & MEETINGS 3163 BANK OF AMERICA 8363 04/10/2025 $446.88 SUPPLIES 3163 BANK OF AMERICA
8364 04/10/2025 $277.89 TRAVEL & MEETINGS 3163 BANK OF AMERICA 8365 04/10/2025 $194.27 TRAVEL & MEETINGS 3163 BANK OF AMERICA 8366 04/10/2025 $382.90 SUPPLIES 3163 BANK OF AMERICA
8367 04/10/2025 $653.59 SUPPLIES 3163 BANK OF AMERICA
8368 04/10/2025 $3,192.28 SUPPLIES 3163 BANK OF AMERICA 8369 04/10/2025 $3,403.25 SUPPLIES 3163 BANK OF AMERICA 8370 04/10/2025 $1,718.35 SUPPLIES 3163 BANK OF AMERICA 8371 04/10/2025 $1,219.63 TRAINING 3163 BANK OF AMERICA 8372 04/10/2025 $1,700.00 TRAINING 3163 BANK OF AMERICA 8373 04/10/2025 $2,187.93 SUPPLIES 3163 BANK OF AMERICA 8374 04/10/2025 $194.00 TRAINING 3163 BANK OF AMERICA
Page2

EXHINBIT A
WARRANT # DATE AMOUNT ACCOUNT DESCRIPTION VENDOR # VENDOR NAME General Account
City of Montebello
Register of Demands No. 1592
From Payment Date 03/28/25 - To Payment Date 05/01/25
8375 04/10/2025 $706.23 SUPPLIES 3163 BANK OF AMERICA
8376 04/10/2025 $18.57 SUPPLIES 3163 BANK OF AMERICA
8377 04/10/2025 $130.39 SUPPLIES 3163 BANK OF AMERICA
8378 04/10/2025 $597.93 SUPPLIES 3163 BANK OF AMERICA
8379 04/10/2025 $849.92 SUPPLIES 3163 BANK OF AMERICA
8380 04/10/2025 $513.97 TRAVEL & MEETINGS 3163 BANK OF AMERICA 8381 04/10/2025 $800.00 ADVERTISING/PRINTING SERVICES 1293 923 MEDIA GROUP INC 8382 04/10/2025 $627.45 CONTRACT SERVICES 67210 AIR SOURCE INDUSTRIES INC 8383 04/10/2025 $2,147.29 MACHINERY & EQUIPMENTS 20350 ALLSTAR FIRE EQUIPMENT INC 8384 04/10/2025 $12,218.57 SUPPLIES 2586 AMAZON CAPITAL SERVICES INC 8385 04/10/2025 $480.00 CONTRACT SERVICES 2365 LETICIA TORRES 8386 04/10/2025 $829.08 ADVERTISING/PRINTING SERVICES 35980 SAEED RADMEHR 8387 04/10/2025 $710.12 SUPPLIES 10000 CLEAN SWEEP SUPPLY CO INC 8388 04/10/2025 $500.00 MACHINERY & EQUIPMENTS 72 COGRAN SYSTEMS LLC 8389 04/10/2025 $793.99 CONTRACT SERVICES 2889 COMLOCK SECURITY GROUP INC 8390 04/10/2025 $465.42 SUPPLIES 70920 DECALS BY DESIGN INC 8391 04/10/2025 $290.00 CONTRACT SERVICES 3285 DIANA E RAMIREZ DBA RAPID LEGAL CENTER 8392 04/10/2025 $14,141.00 CONTRACT SERVICES 71920 TOYETTA L BEUKES APNC 8393 04/10/2025 $58,896.16 CONTRACT SERVICES 2793 IBE DIGITAL 8394 04/10/2025 $20,480.00 CONTRACT SERVICES 4845 INFRASTRUCTURE ARCHITECTS, INC 8395 04/10/2025 $14,630.81 CONTRACT SERVICES 3490 INTER-CON SECUIRTY SYSTEMS INC 8396 04/10/2025 $248.63 CONTRACT SERVICES 1612 JCL TRAFFIC SERVICES 8397 04/10/2025 $21,868.47 MACHINERY & EQUIPMENTS 26080 L.N. CURTIS AND SONS 8398 04/10/2025 $4,625.00 TRAINING 16760 LIEBERT CASSIDY WHITMORE 8399 04/10/2025 $6,340.90 SUPPLIES 26670 LIFE-ASSIST INC 8400 04/10/2025 $39,963.43 CONTRACT SERVICES 3489 MARK THOMAS & COMPANY INC 8401 04/10/2025 $8,173.75 CONTRACT SERVICES 19040 MUNICIPAL CONTRACT ADMINISTRATORS INC 8402 04/10/2025 $173,062.78 CONTRACT SERVICES 35250 NATIONWIDE ENVIRONMENTAL SERVICES 8403 04/10/2025 $1,125.00 CONTRACT SERVICES 13680 PEERY & ASSOCIATES INC 8404 04/10/2025 $325.00 CONTRACT SERVICES 3147 PMC PLUMBING INC 8405 04/10/2025 $1,491.45 SUPPLIES 2686 THE SHERWIN-WILLIAMS CO 8406 04/10/2025 $31.98 GENERAL 33960 DAVID SOSNOWSKI
8407 04/10/2025 $20,833.33 MISCELLANEOUS EXPENSE 4761 TREND SPORTS II LLC 8408 04/10/2025 $535.60 RETIREMENT 27300 ROBERT C TUFANO 8409 04/10/2025 $28,953.00 CONTRACT SERVICES 4256 VERDANT LANDSCAPING, INC. 8410 04/10/2025 $8,166.72 CONTRACT SERVICES 47600 VORTEX INDUSTRIES LLC 8411 04/10/2025 $75.54 SUPPLIES 19070 WALTERS WHOLESALE ELECTRIC CO 8412 04/10/2025 $490.44 SUPPLIES 3088 WAXIE SANITARY SUPPLY 8413 04/10/2025 $26,400.00 CONTRACT SERVICES 3021 WEST & ASSOCIATES ENGINEERING INC 8414 04/17/2025 $3,180.23 CONTRACT SERVICES 3163 BANK OF AMERICA 8415 04/17/2025 $667.58 TRAVEL & MEETINGS 3163 BANK OF AMERICA Page3

EXHINBIT A
WARRANT # DATE AMOUNT ACCOUNT DESCRIPTION VENDOR # VENDOR NAME General Account
City of Montebello
Register of Demands No. 1592
From Payment Date 03/28/25 - To Payment Date 05/01/25
8416 04/17/2025 $180.78 SUPPLIES 3163 BANK OF AMERICA
8417 04/17/2025 $3,933.33 SUPPLIES 2586 AMAZON CAPITAL SERVICES INC 8418 04/17/2025 $3,114.57 SUPPLIES 62880 AMERICAN MARKER 8419 04/17/2025 $389,426.40 CONTRACT SERVICES 40970 ARAKELIAN ENTERPRISES 8420 04/17/2025 $6,629.56 SUPPLIES 10000 CLEAN SWEEP SUPPLY CO INC 8421 04/17/2025 $226.60 CONTRACT SERVICES 2889 COMLOCK SECURITY GROUP INC 8422 04/17/2025 $2,778.30 CONTRACT SERVICES 2624 CRAFCO INC 8423 04/17/2025 $1,030.16 CONTRACT SERVICES 3982 EVERNORTH CARE SOLUTIONS, INC. 8424 04/17/2025 $34.00 CONTRACT SERVICES 23660 DAIOHS USA 8425 04/17/2025 $5,783.00 CONTRACT SERVICES 3213 GEO-COMM INC 8426 04/17/2025 $13,512.24 CONTRACT SERVICES 3490 INTER-CON SECUIRTY SYSTEMS INC 8427 04/17/2025 $582.15 SUPPLIES 26670 LIFE-ASSIST INC
8428 04/17/2025 $200.00 TRAVEL & MEETINGS 4789 CESAR LOPEZ 8429 04/17/2025 $2,800.00 CONTRACT SERVICES 1585 DR ANGELICA LOZA-GOMEZ MD PC 8430 04/17/2025 $18,103.55 IMPROVEMENTS OTHER THAN BUILDING - PAVING THE WAY 3489 MARK THOMAS & COMPANY INC 8431 04/17/2025 $353.64 UNIFORM EXPENSE 4870 ANDREW MARTINEZ 8432 04/17/2025 $227.85 CONTRACT SERVICES 53120 NATIONAL CONSTRUCTION RENTALS 8433 04/17/2025 $142,322.71 CONTRACT SERVICES 35250 NATIONWIDE ENVIRONMENTAL SERVICES 8434 04/17/2025 $39.84 SUPPLIES 1120 BLUETRITON BRANDS INC 8435 04/17/2025 $439.24 SUPPLIES 2686 THE SHERWIN-WILLIAMS CO 8436 04/17/2025 $1,041.45 SUPPLIES 31270 STARBOARD TACK SUPPLY INC 8437 04/17/2025 $16,952.00 CONTRACT SERVICES 3602 THE PUN GROUP LLP 8438 04/17/2025 $634.62 SUPPLIES 19070 WALTERS WHOLESALE ELECTRIC CO 8439 04/17/2025 $285.00 CONTRACT SERVICES 2865 WEBSTERS BEE REMOVAL SERVICES 8440 04/24/2025 $43,770.53 VEHICLE PURCHASES 1700 72 HOUR LLC 8441 04/24/2025 $800.00 ADVERTISING/PRINTING SERVICES 1293 923 MEDIA GROUP INC 8442 04/24/2025 $7,050.00 CDBG - ADMINISTRATION 38010 ADVANCED AVANT-GARDE CORPORATION 8443 04/24/2025 $45,875.65 CONTRACT SERVICES 16120 ALVAREZ-GLASMAN & COLVIN 8444 04/24/2025 $7,977.73 SUPPLIES 2586 AMAZON CAPITAL SERVICES INC 8445 04/24/2025 $325.33 TRAVEL & MEETINGS 61470 ERIKA L ANDRADE 8446 04/24/2025 $91,850.74 CONTRACT SERVICES 3016 ANTARES GOLF LLC 8447 04/24/2025 $3,263.75 CONTRACT SERVICES 3130 BLAIS & ASSOCIATES LLC 8448 04/24/2025 $149,009.32 UTILITY SERVICES 19120 CENTRAL BASIN MUNICIPAL WATER DISTRICT 8449 04/24/2025 $2,149.78 CONTRACT SERVICES 2889 COMLOCK SECURITY GROUP INC 8450 04/24/2025 $440.34 SUPPLIES 70920 DECALS BY DESIGN INC 8451 04/24/2025 $41,349.05 OTHER GROUP INSURANCE PAYABLE 4110 DELTA DENTAL OF CALIFORNIA 8452 04/24/2025 $355.46 TRAVEL & MEETINGS 3706 ALEX GILLMAN 8453 04/24/2025 $5,739.76 MACHINERY & EQUIPMENTS 26080 L.N. CURTIS AND SONS 8454 04/24/2025 $1,977.50 SUPPLIES 26670 LIFE-ASSIST INC 8455 04/24/2025 $4,860.00 CONTRACT SERVICES 11070 LPM CONSULTING INC 8456 04/24/2025 $41,342.39 CONTRACT SERVICES 3489 MARK THOMAS & COMPANY INC Page4

EXHINBIT A
WARRANT # DATE AMOUNT ACCOUNT DESCRIPTION VENDOR # VENDOR NAME General Account
City of Montebello
Register of Demands No. 1592
From Payment Date 03/28/25 - To Payment Date 05/01/25
8457 04/24/2025 $1,689.92 ADVERTISING/PRINTING SERVICES 2594 THE SAUCE CREATIVE SERVICES CORP 8458 04/24/2025 $109.14 SUPPLIES 2287 STACEY SMITH
8459 04/24/2025 $3,450.00 MACHINERY & EQUIPMENTS 1933 STRICTLY TECHNOLOGY LLC 8460 04/24/2025 $456.44 VEHICLE MAINTENANCE/EXPENSES 1657 OSCAR ZAVALAS 8461 05/01/2025 $1,361.46 SUPPLIES 3163 BANK OF AMERICA 8462 05/01/2025 $594,462.61 PERS GROUP INSURANCE PAYABLE 17 CAL PERS 8463 05/01/2025 $453,575.28 PENSION/RETIREMENT PAYABLE 17 CAL PERS 8464 05/01/2025 $462,364.06 PENSION/RETIREMENT PAYABLE 17 CAL PERS 8465 05/01/2025 $449,989.02 PENSION/RETIREMENT PAYABLE 17 CAL PERS 8466 05/01/2025 $460,207.11 PENSION/RETIREMENT PAYABLE 17 CAL PERS 8467 05/01/2025 $2,742.20 SUPPLIES 2586 AMAZON CAPITAL SERVICES INC 8468 05/01/2025 $1,673.65 UTILITY SERVICES 19120 CENTRAL BASIN MUNICIPAL WATER DISTRICT 8469 05/01/2025 $267.19 SUPPLIES 10000 CLEAN SWEEP SUPPLY CO INC 8470 05/01/2025 $408.03 SUPPLIES 2345 COMMERCE HOSE & INDUSTRIAL PRODUCTS 8471 05/01/2025 $4,484.48 OTHER GROUP INSURANCE PAYABLE 4110 DELTA DENTAL OF CALIFORNIA 8472 05/01/2025 $1,027.00 CONTRACT SERVICES 3982 EVERNORTH CARE SOLUTIONS, INC. 8473 05/01/2025 $646.25 VEHICLE MAINTENANCE/EXPENSES 1259 GRAFFITI SHIELD INC 8474 05/01/2025 $825.29 SUPPLIES 2059 HASA INC
8475 05/01/2025 $546.84 VEHICLE MAINTENANCE/EXPENSES 270 HARBOR DIESEL AND EQUIPMENT INC 8476 05/01/2025 $4,324.41 CONTRACT SERVICES 4855 HORIZON MECHANICAL CONTRACTORS OF CALIFORNIA 8477 05/01/2025 $71.36 CONTRACT SERVICES 1612 JCL TRAFFIC SERVICES 8478 05/01/2025 $313.50 CONTRACT SERVICES 3276 MARK ROBERT LOPEZ 8479 05/01/2025 $55,759.32 CONTRACT SERVICES 35250 NATIONWIDE ENVIRONMENTAL SERVICES 8480 05/01/2025 $534.13 TRAVEL & MEETINGS 3114 SCARLET PERALTA 8481 05/01/2025 $5,444.76 CONTRACT SERVICES 3176 PHILS FIRE EXTINGUISHER CO 8482 05/01/2025 $665.38 SUPPLIES 2686 THE SHERWIN-WILLIAMS CO 8483 05/01/2025 $196.87 SUPPLIES 19070 WALTERS WHOLESALE ELECTRIC CO 8484 05/01/2025 $296.14 SUPPLIES 3088 WAXIE SANITARY SUPPLY 8485 05/01/2025 $1,279.59 VEHICLE MAINTENANCE/EXPENSES 1657 OSCAR ZAVALAS ACH TOTAL $4,472,688.94
606651 04/03/2025 $225.00 CONTRACT SERVICES 1674 1st JON INC 606652 04/03/2025 $36,545.50 CONTRACT SERVICES 3333 A & A FLEET PAINTING INC 606653 04/03/2025 $306.00 PREVENTIVE MAINTENANCE 64600 A TO Z FIRE PROTECTION COMPANY 606654 04/03/2025 $11,368.71 SUPPLIES 1670 ADAMSON POLICE PRODUCTS 606655 04/03/2025 $4,166.66 CONTRACT SERVICES 3557 ADVOCATE INC 606656 04/03/2025 $2,247.00 TRAINING 3119 AMERICAN BIKE PATROL SERVICES INC 606657 04/03/2025 $612.49 UTILITY SERVICES 39550 AT&T
606658 04/03/2025 $1,417.28 UTILITY SERVICES 1732 AT&T CORP 606659 04/03/2025 $3,658.21 CONTRACT SERVICES 16710 ATKINSON ANDELSON LOYA RUUD & ROMO Page5

EXHINBIT A
WARRANT # DATE AMOUNT ACCOUNT DESCRIPTION VENDOR # VENDOR NAME General Account
City of Montebello
Register of Demands No. 1592
From Payment Date 03/28/25 - To Payment Date 05/01/25
606660 04/03/2025 $200.00 CONTRACT SERVICES 2769 KATALINA BELTRAN 606661 04/03/2025 $250.00 TRAINING 3728 BLUE TO GOLD LLC 606662 04/03/2025 $2,302.02 CONTRACT SERVICES 3033 OFFICE SOLUTIONS BUSINESS PRODUCTS & SERVICES LLC 606663 04/03/2025 $19,090.00 CONTRACT SERVICES 4831 BOWMAN CONSULTING GROUP LTD 606664 04/03/2025 $528.00 CONTRACTORS 4954 CALGREEN ENERGY SOLUTIONS INC 606665 04/03/2025 $555.01 UTILITY SERVICES 47580 CALIFORNIA WATER SERVICE COMPANY 606666 04/03/2025 $30,877.50 CONTRACT SERVICES 1619 CAT TRACKING INC 606667 04/03/2025 $13,147.06 CONTRACT SERVICES 52710 CLEAN ENERGY FUELS 606668 04/03/2025 $1,271.50 CONTRACT SERVICES 4468 COLLICUTT ENERGY SERVICES INC 606669 04/03/2025 $412.50 CONTRACT SERVICES 18840 COOPERATIVE PERSONNEL SERVICES 606670 04/03/2025 $6,845.34 VEHICLE MAINTENANCE/EXPENSES 950 CUMMINS INC 606671 04/03/2025 $2,854.40 ADVERTISING/PRINTING SERVICES 1354 DAILY JOURNAL CORPORATION 606672 04/03/2025 $7,230.13 VEHICLE MAINTENANCE/EXPENSES 4419 DARTCO TRANSMISSION SALES & SERVICES INC 606673 04/03/2025 $1,017.00 TRAINING 3392 EL CAMINO COLLEGE 606674 04/03/2025 $1,669.86 SUPPLIES 7610 EWING IRRIGATION PRODUCTS 606675 04/03/2025 $119.48 VEHICLE MAINTENANCE/EXPENSES 29160 FORD OF MONTEBELLO 606676 04/03/2025 $8,735.60 CONTRACT SERVICES 2827 FOUR STAR INVESTIGATIONS LLC 606677 04/03/2025 $204.00 SUPPLIES 4767 ELIZABETH FRANCO 606678 04/03/2025 $279.76 UNIFORM EXPENSE 55650 GALLS LLC 606679 04/03/2025 $30.83 MAIL/ POSTAL EXPENSE 3167 GLS US 606680 04/03/2025 $471.99 VEHICLE MAINTENANCE/EXPENSES 75590 ALHAMBRA MOTOR 606681 04/03/2025 $747.97 SUPPLIES 2059 HASA INC
606682 04/03/2025 $983.75 MACHINERY & EQUIPMENTS 2012 ICE MACHINE SALES & SERVICE CO 606683 04/03/2025 $1,054.52 VEHICLE MAINTENANCE/EXPENSES 3192 FRICTION MATERIALS OF LONG BEACH 606684 04/03/2025 $8,974.58 VEHICLE MAINTENANCE/EXPENSES 27480 R & M HANSEN ENT INC 606685 04/03/2025 $649.42 CONTRACT SERVICES 1357 IRON MOUNTAIN INC 606686 04/03/2025 $3,482.80 UNIFORM EXPENSE 1169 JCM AND ASSOCIATES INC 606687 04/03/2025 $4,120.11 MACHINERY & EQUIPMENTS 4422 KNIGHT TECHNOLLOGY GROUP 606688 04/03/2025 $75.00 PERMITS AND FEES 58760 COUNTY OF LOS ANGELES 606689 04/03/2025 $12,897.50 DUE TO LA COUNTY 692 LOS ANGELES COUNTY SUPERIOR COURT 606690 04/03/2025 $361.56 UTILITY SERVICES 4760 MONTEBELLO LAND & WATER CO 606691 04/03/2025 $14,832.25 UTILITY SERVICES 4760 MONTEBELLO LAND & WATER CO 606692 04/03/2025 $731.16 MACHINERY & EQUIPMENTS 450 MUNICIPAL EMERGENCY SERVICES INC. 606693 04/03/2025 $8,505.61 TRAINING 4900 CHARLES MYLES DBA POWERFUL DAYS 606694 04/03/2025 $253.21 VEHICLE MAINTENANCE/EXPENSES 2480 SOCAL AUTO & TRUCK PARTS INC 606695 04/03/2025 $350.00 TRAVEL & MEETINGS 58750 JOSE A OCHOA 606696 04/03/2025 $65.00 TRAINING 3890 ORANGE COUNTY SHERIFFS DEPARTMENT 606697 04/03/2025 $3,538.51 SUPPLIES 4495 ORANGE INDUSTRIAL HARDWARE 606698 04/03/2025 $1,800.00 CONTRACT SERVICES 3896 ROBERT J ORTIZ 606699 04/03/2025 $40.00 CARPOOL INCENTIVE 4327 ROSEMARY PERICH 606700 04/03/2025 $7,200.00 CONTRACT SERVICES 4402 PREMIER WALL SYSTEMS INC Page6

EXHINBIT A
WARRANT # DATE AMOUNT ACCOUNT DESCRIPTION VENDOR # VENDOR NAME General Account
City of Montebello
Register of Demands No. 1592
From Payment Date 03/28/25 - To Payment Date 05/01/25
606701 04/03/2025 $120.00 MACHINERY & EQUIPMENTS 4860 PRESTIGE OFFICE SOLUTIONS 606702 04/03/2025 $439.84 UNIFORM EXPENSE 56260 PRUDENTIAL OVERALL SUPPLY 606703 04/03/2025 $30,623.05 SUPPLIES 43510 QUIET CANNON MONTEBELLO INC 606704 04/03/2025 $390.00 MACHINERY & EQUIPMENTS 3943 R&S OVERHEAD DOORS OF COMMERCE, INC. 606705 04/03/2025 $532.18 TRAVEL & MEETINGS 4908 ADAN RAMIREZ 606706 04/03/2025 $1,840.00 CONTRACT SERVICES 4421 YANNI RAZ 606707 04/03/2025 $136.00 CONTRACT SERVICES 952 RELIANT IMMEDIATE CARE MEDICAL GROUP INC 606708 04/03/2025 $1,075.00 CONTRACT SERVICES 134 RHM APPRAISAL SERVICES 606709 04/03/2025 $4,125.00 TRAINING 51460 RIO HONDO COMMUNITY COLLEGE 606710 04/03/2025 $774.44 UTILITY SERVICES 14730 SAN GABRIEL VALLEY WATER CO 606711 04/03/2025 $13,918.39 SUPPLIES 4884 SDK INVESTMENT GROUP DBA SDK BUILDING SUPPLIERS 606712 04/03/2025 $5,930.84 VEHICLE MAINTENANCE/EXPENSES 54300 SHAK ENTERPRISES INC 606713 04/03/2025 $250.00 TRAVEL & MEETINGS 3456 JOHN SORIA 606714 04/03/2025 $35,199.73 UTILITY SERVICES 45630 SOUTHERN CALIFORNIA EDISON 606715 04/03/2025 $198.00 CONTRACT SERVICES 9270 TANK SPECIALIST OF CALIFORNIA 606716 04/03/2025 $21,107.80 VEHICLE MAINTENANCE/EXPENSES 60710 THE AFTERMARKET PARTS COMPANY LLC 606717 04/03/2025 $40.00 CARPOOL INCENTIVE 4781 TAM TIEU 606718 04/03/2025 $184.36 SUPPLIES 3110 TOMAS ALVARADO
606719 04/03/2025 $208.00 CONTRACTORS 4886 V3 ELECTRIC INC 606720 04/03/2025 $640.79 VEHICLE MAINTENANCE/EXPENSES 2701 VARGAS DIESEL INC 606721 04/03/2025 $8,153.51 UTILITY SERVICES 23610 VERIZON WIRELESS 606722 04/03/2025 $280.00 MACHINERY & EQUIPMENTS 1969 WAY SINE LLC 606723 04/03/2025 $760.73 VEHICLE MAINTENANCE/EXPENSES 25860 WAYNE HARMEIER INC 606724 04/03/2025 $10,505.80 SUPPLIES 26850 ZUMAR INDUSTRIES INC 606725 04/03/2025 $250.00 GENERAL GOVERNMENT 1159 BMS HEALTHCARE INC 606726 04/03/2025 $60.00 GENERAL GOVERNMENT 4552 HECTOR RAMO 606727 04/03/2025 $950.00 VEHICLE MAINTENANCE/EXPENSES 4484 JOSE CAMACHO DBA JOE'S AUTO UPHOLSTERY 606728 04/10/2025 $1,125.00 CONTRACT SERVICES 1674 1st JON INC 606729 04/10/2025 $16,596.50 CONTRACT SERVICES 3983 A-N-W CONSTRUCTION INC 606730 04/10/2025 $3,161.40 SUPPLIES 1670 ADAMSON POLICE PRODUCTS 606731 04/10/2025 $415.35 FUEL 22520 HENRY AGUILAR JR
606732 04/10/2025 $519.00 CONTRACT SERVICES 1287 ALTA LANGUAGE SERVICES INC 606733 04/10/2025 $156.69 UTILITY SERVICES 39550 AT&T
606734 04/10/2025 $4.43 UTILITY SERVICES 39550 AT&T
606735 04/10/2025 $114.24 VEHICLE MAINTENANCE/EXPENSES 74990 AUTOZONE INC 606736 04/10/2025 $400.00 SUPPLIES 4912 CHRISTOPHER W BARNES 606737 04/10/2025 $400.00 CONTRACT SERVICES 2769 KATALINA BELTRAN 606738 04/10/2025 $470.00 SUPPLIES 4319 BUBBLEMANIA AND COMPANY LA LLC 606739 04/10/2025 $6,970.74 UTILITY SERVICES 47580 CALIFORNIA WATER SERVICE COMPANY 606740 04/10/2025 $1,195.00 CONTRACT SERVICES 4935 BERTIN CAMPOS DBA BERT COMMUNICATIONS SERVICE 606741 04/10/2025 $400.00 CONTRACT SERVICES 4481 CENTURY CITYVIEW LP Page7