Montebello City Council
June 25, 2025

Corporate Office Location
Our corporate office is located at 555 I.H. 35 South, Suite 500 New Braunfels Texas 78130. The key contacts are as follows:

Please see the attachment titled RTC Location Doc for all of our Dealership Location Information.

Standard Payment Terms
Our standard payment terms are NET 30.

Competition
Rush Truck Centers biggest competitors are the dealership that sell our competing brands such as:
 Freightliner Dealerships
 Mack Dealerships
 Kenworth Dealerships
 Volvo Dealerships
Aftermarket National Account Sales Managers Market Segments/Regions Last Name First Name OE Brand Cell Phone Email
Dawes Brian All 864-497-3538 [email protected] Bus/Public Sector/Municipality Regional Sales Manager
Pryor Tim Navistar 478-952-5253 [email protected] Georgia (South) Cummings Andy Navistar 708-906-0027 [email protected] Illinois, Indiana (Chicago Area) Watson Scott Navistar 801-259-5965 [email protected] Idaho/Utah Williams Herbie Navistar 804-296-5174 williamsh1@rushenterprises com Virgina Pangrazzi Rob Navistar 704-490-2559 [email protected] North Carolina Duncan Matt Navistar 217-821-6554 [email protected] Illinois, Missouri Matos Justin Navistar 331-625-4477 [email protected] Georgia (North) Lakins Justin Navistar 440-479-9100 [email protected] Ohio North, Akron, Cleveland & Columbus Engel Jimmy Navistar 513-372-8843 [email protected] Ohio South, Dayton, Cinncinnati & Lima Wade Brian Navistar 317-910-9522 [email protected] Indiana Starcher CR Peterbilt 830-837-8282 [email protected] Central Texas, San Antonio, Victoria, Austin, Austin North & Waco Cortez Magdalena Peterbilt 956-212-5397 [email protected] South Texas, Pharr, Brownsville, Cotulla, Laredo & Corpus Neumann Garrett Peterbilt 936-870-8149 [email protected] West Texas, New Mexico White Scott Peterbilt 214-425-5582 [email protected] Dallas, North Texas Bailey Kyle Peterbilt 720-550-1271 [email protected] Colorado & KC, MO Monge Fernando Peterbilt 949-296-5659 [email protected] California Jones Zach Peterbilt 919-933-0401 [email protected] California Asst RSM Provencher Jody Peterbilt 727-421-5244 [email protected] Florida & Mobile AL Poston Shane Peterbilt 936-443-7443 [email protected] Southeast Texas, Houston (All), Sealy, College Station, & Beaumont Wallace Ryan Peterbilt 903-649-2081 [email protected] Oklahoma Christopher Bobby Peterbilt 903-530-5600 [email protected] East Texas Adams Michael Peterbilt 303-817-7936 [email protected] Arizona, Nevada Wilson Adam Peterbilt 731-695-4676 [email protected] Tennesse, Kentucky

Rush Enterprise Difference
• Largest commercial vehicle dealer group in North America • 117 locations in 22 states
• 50% ownership of Rush Truck Centres of Canada,
14 International locations in Ontario
• Class 3-8 truck sales, full range of aftermarket solutions • Broad market segment coverage
• Largest dealer group for Peterbilt, Navistar,
Hino, Isuzu, growing with Ford
• Leasing and rental
• Finance and insurance services
• More than 5M square feet of
premium facilities
• Capabilities for all makes and models
• Aftermarket parts
• More than $250M parts inventory
• Genuine OEM and all-makes parts including proprietary Rig Tough and Premium Power powertrain parts
• Service and body shop
• 2,379 service bays, 2,071 technicians;
25 collision centers
• 463 mobile and embedded technicians
• CNG/LNG service capabilities

Rushcare Service Connect
State-of-the-art online service communication system
• Provides on-demand, 360-degree view of service
process for vehicles in service departments
• 24/7 access to repair status
• Access to complete service history
of all work done at Rush Truck Centers
• Documented 2-way communication
• Out-of-network service tracking
• Fully functional on
mobile devices
• Available to customers
at no additional cost
Customer Service
• Rush Truck Centers
• 117 locations in 22 states
• Service and body shop
• 2,379 service bays, 2,071 technicians;
25 collision centers
• Rushcare Rapid Parts Call Center
• Nationwide network of local
parts professionals standing by
• 5,000 calls per day
• 96% answer rate
• 15-second average wait time
• Fast, personal and expert service
with extensive inventory
• OEM and aftermarket parts ready
for immediate pickup or delivery
• Brands you know and trust
in-stock at any location
• Dealership Hours Vary by Location

Green Initiatives

Vendor Certifications
Available upon request

Rush Limited Warranty
NEW PRODUCTS – MANUFACTURER WARRANTIES ONLY. Any warranties on any new product(s) sold by Rush are limited only to any printed warranty provided by the applicable manufacturer of the product.

EXCEPT FOR ANY SUCH WARRANTIES MADE BY MANUFACTURERS, THE PRODUCT(S) ARE SOLD WITHOUT

ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH IS EXPRESSLY DISCLAIMED.

USED PRODUCTS – NO WARRANTIES. All used product(s) sold by Rush are sold on an “AS IS, WHERE IS” basis, without any warranties by Rush. EXCEPT FOR ANY MANUFACTURERS’ WARRANTIES THAT MAY

STILL BE IN EFFECT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED.

LIMITED WARRANTY ON SERVICES. Rush warrants that all services performed by Rush for a customer, including repair, maintenance and installation services (“Services”), will be performed in a good and workmanlike manner (“Services Warranty”). The Services Warranty is valid for a period of ninety (90) days from the date the Service is completed. Customer’s sole and exclusive remedy, and Rush’s entire liability, under the Services Warranty is the repair of any nonconforming portion of the Services. RUSH PROVIDES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ITS SERVICES. The Services Warranty is strictly limited to Services performed by Rush for customer. Rush does not warrant any services provided by any third-party. Any warranties are solely those that are provided by the third-party service provider.

Tab 5 Products and Services
 Buses – respondent must list the makes and models of buses they can provide parts and kits both OEM and aftermarkets brands.
o OEM Parts
 IC Bus
 Bluebird Bus
 Collins
o Aftermarket
 Thomas
 Trucks – respondent must list the makes and models of trucks over two-ton capacity they can provide parts and kits for both OEM and aftermarket
o OEM Parts
 Navistar
 Peterbilt
 Mitsubishi FUSO
 Isuzu
 Hino
 Ford
 Cummins
 CAT
o Aftermarket
 Freightliner
 Volvo
 Mack
 Kenworth
 Heavy Construction Equipment – respondent must list the makes and models of construction equipment they can provide parts for both OEM and aftermarket
o OEM Parts
 CAT Engine
 Cummins
o Aftermarket
 NA
See Product Line Card below

Tab 8 – Value Added Products and Services
¨ Include any additional products and/or services available that vendor currently performs in their normal course of business that is not included in the scope of the solicitation that you think will enhance and add value to this contract for Region 14 ESC and all NCPA participating entities. ¨ Additional related products and services respondents provide should also be included in the price proposal.

Rush not only provides quality products, we also provide world class service. Service Discount off Door Rate will be quoted.

Tab 9 – Required Documents
¨ Clean Air and Water Act / Debarment Notice
¨ Contractors Requirements
¨ Antitrust Certification Statements
¨ Required Clauses for Federal Funds Certifications
¨ Required Clauses for Federal Assistance by FTA
¨ State Notice Addendum

Required Clauses for Federal Funds Certifications
Participating Agencies may elect to use federal funds to purchase under the Master Agreement. The following certifications and provisions may be required and apply when a Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.

APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non- Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision

for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5).

Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.
(G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended— Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the nonFederal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
(I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee

of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition.

Rush Truck Centers of Texas, LP
Supplement
to
Required Clauses for Federal Funds Certifications
A. Certification of Compliance with Buy America Provisions Rush is a dealer, not a manufacturer, and will be required to check with applicable manufacturers of the products it sells to determine whether they meet Buy America provisions. As this could vary based on manufacturer and product, Rush cannot confirm in advance that products sold to the District meet the Buy America provisions. If required by the District, Rush will check with individual manufacturers at the time of purchase.

B. Disadvantaged Business Participation
To the extent Rush requires subcontractor assistance under this contract, Rush will consider all qualified candidates, including DBE certified businesses, for such work.

Required Clauses for Federal Assistance provided by FTA

ACCESS TO RECORDS AND REPORTS
Contractor agrees to:
a) Maintain all books, records, accounts and reports required under this Contract for a period of not less than three (3) years after the date of termination or expiration of this Contract or any extensions thereof except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until Public Agency, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto.
b) Permit any of the foregoing parties to inspect all work, materials, payrolls, and other data and records with regard to the Project, and to audit the books, records, and accounts with regard to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of audit and examination.

FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts. Reference 49 CFR 18.39 (i)(11).

CIVIL RIGHTS / TITLE VI REQUIREMENTS
1) Non-discrimination. In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, Section 202 of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12132, and Federal Transit Law at 49 U.S.C. § 5332, Contractor or subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, marital status age, or disability. In addition, Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.
2) Equal Employment Opportunity. The following Equal Employment Opportunity requirements apply to this Contract:
a. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal Transit Law at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable Equal Employment Opportunity requirements of U.S. Dept. of Labor regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, 41 CFR, Parts 60 et seq., and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of this Project.

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, creed, national origin, sex, marital status, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, Contractor agrees to comply with any implementing requirements FTA may issue. b. Age. In accordance with the Age Discrimination in Employment Act (ADEA) of 1967, as amended, 29 U.S.C. Sections 621 through 634, and Equal Employment Opportunity Commission (EEOC) implementing regulations, “Age Discrimination in Employment Act”, 29 CFR Part 1625, prohibit employment discrimination by Contractor against individuals on the basis of age, including present and prospective

employees. In addition, Contractor agrees to comply with any implementing requirements FTA may issue.
c. Disabilities. In accordance with Section 102 of the Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. Sections 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Contractor agrees that it will comply with the requirements of the Equal Employment Opportunity Commission (EEOC), “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 CFR, Part 1630, pertaining to employment of persons with disabilities and with their responsibilities under Titles I through V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions. d. Segregated Facilities. Contractor certifies that their company does not and will not maintain or provide for their employees any segregated facilities at any of their establishments, and that they do not and will not permit their employees to perform their services at any location under the Contractor’s control where segregated facilities are maintained. As used in this certification the term “segregated facilities” means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion or national origin because of habit, local custom, or otherwise. Contractor agrees that a breach of this certification will be a violation of this Civil Rights clause. 3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding or negotiation, made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under this Contract and the regulations relative to non-discrimination on the grounds of race, color, creed, sex, disability, age or national origin. 4) Sanctions of Non-Compliance. In the event of Contractor's non-compliance with the non-discrimination provisions of this Contract, Public Agency shall impose such Contract sanctions as it or the FTA may determine to be appropriate, including, but not limited to: 1) Withholding of payments to Contractor under the Contract until Contractor complies, and/or; 2) Cancellation, termination or suspension of the Contract, in whole or in part.

Contractor agrees to include the requirements of this clause in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.

DISADVANTAGED BUSINESS PARTICIPATION
This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”, therefore, it is the policy of the Department of Transportation (DOT) to ensure that Disadvantaged Business Enterprises (DBEs), as defined in 49 CFR Part 26, have an equal opportunity to receive and participate in the performance of DOT-assisted contracts. 1) Non-Discrimination Assurances. Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Contractor shall carry out all applicablerequirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or other such remedy as public agency deems appropriate. Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph. (See 49 CFR 26.13(b)).

2) Prompt Payment. Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty (30) days after Contractor’s receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor’s work related to this Contract is satisfactorily completed and any liens have been secured. Any delay or postponement of payment from the above time frames may occur only for good cause following written approval of public agency. This clause applies to both DBE and non-DBE subcontractors. Contractor must promptly notify public 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. 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 public agency. 3) DBE Program. In connection with the performance of this Contract, Contractor will cooperate with public agency in meeting its commitments and goals to ensure that DBEs shall have the maximum practicable opportunity to compete for subcontract work, regardless of whether a contract goal is set for this Contract.

Contractor agrees to use good faith efforts to carry out a policy in the award of its subcontracts, agent agreements, and procurement contracts which will, to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract.

ENERGY CONSERVATION REQUIREMENTS
Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plans issued under the Energy Policy and Conservation Act, as amended, 42 U.S.C.

Sections 6321 et seq. and 41 CFR Part 301-10.

FEDERAL CHANGES
Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Contract between public agency and the FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of this Contract.

INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The provisions include, in part, certain Standard Terms and Conditions required by the U.S. Department of Transportation (DOT), whether or not expressly set forth in the preceding Contract provisions. All contractual provisions required by the DOT, as set forth in the most current FTA Circular 4220.1F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. Contractor agrees not to perform any act, fail to perform any act, or refuse to comply with any public agency requests that would cause public agency to be in violation of the FTA terms and conditions.

NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES
Agency and Contractor acknowledge and agree that, absent the Federal Government’s express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract.

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.

PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS
Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me 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, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate.

Contractor also acknowledges that if it makes, or causes to me 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. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

Contractor agrees to include the above 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.

State Notice Addendum
The National Cooperative Purchasing Alliance (NCPA), on behalf of NCPA and its current and potential participants to include all county, city, special district, local government, school district, private K-12 school, higher education institution, state, tribal government, other government agency, healthcare organization, nonprofit organization and all other Public Agencies located nationally in all fifty states, issues this Request for Proposal (RFP) to result in a national contract.

For your reference, the links below include some, but not all, of the entities included in this proposal:
http://www.usa.gov/Agencies/State and Territories.shtml https://www.usa.gov/local-governments

ITEM # 22

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 AMENDMENT NO. 5 TO AGREEMENT NO. 3894 WITH TRANSTRACK SYSTEMS, AND AMENDMENT NO. 2 TO AGREEMENT
NO. 3978 WITH OPTIBUS, FOR TRANSIT ANALYSIS, SCHEDULING,

AND REPORTING SOFTWARE SUPPORT SERVICES
DATE: June 25, 2025
RECOMMENDATIONS:

It is recommended that the City Council:

1. Approve Amendment No. 5 to Agreement No. 3894 with Transtrack Systems, Inc. (Transtrack), for a one-year (1-year) term, for a total not-to-exceed amount of $51,415, to extend end-user software licenses and support services for Federal Transit Administration (FTA) reporting; and

2. Approve Amendment No. 2 to Agreement No. 3978 with Optibus, Inc. (Optibus), for a two-year (2-year) term, for a total not-to-exceed amount of $236,640, to extend end-user software licenses and support services for transit scheduling; and

3. Authorize the City Manager to execute the aforesaid amendments on behalf of the City of Montebello; and

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

FISCAL IMPACT:

The annual cost for each essential transit software service is outlined in Tables 1 and 2.

Funding for each amendment is included in the Transportation Department’s Fiscal Year 2025-26 proposed operating budget. Therefore, a budget amendment is not required as part of the recommended actions.

CITY COUNCIL AGENDA REPORT - MEETING OF JUNE 25, 2025

BACKGROUND/DISCUSSION:

The City operates Montebello Bus Lines (MBL) to provide public transit services to Montebello and the surrounding communities. By continuously reviewing and adjusting its fixed routes and schedules MBL can better serve its culturally diverse population. To maintain a seamless day-to-day operation, MBL relies on computer software for transit support services as follows:

Transtrack
On July 1, 2021, the City engaged Transtrack to provide support services for FTA reporting (Attachment A). Amendment Nos. 1 – 4 expanded the agreement’s original scope, extended the subscription, and provided additional funding to coincide with the additions to the scope of work. Transtrack operates as a comprehensive database program and serves as a centralized hub for critical data necessary for analyzing and reporting MBLs operational performance and facilitating seamless access to performance statistics through its web-enabled platform. Amendment No. 5 will extend the service for a 1-year term (through June 30, 2026) and incorporate the APC-AVL (Automated Passenger Counting and Automatic Vehicle Location) module, which will enable the automated collection of ridership and eliminate the need for manual entry.

CITY COUNCIL AGENDA REPORT - MEETING OF JUNE 25, 2025

Optibus
On August 1, 2022, the City Council awarded Agreement No. 3978 to Optibus for transit scheduling services (Attachment B). Optibus offers a comprehensive suite of features, including built-in and planner-defined preferences covering various aspects such as layover times, vehicle requirements, and scheduling. Its robust reporting capabilities provide insights into driver schedules, usage metrics, and revenue trip summaries, aiding in decision-making and performance evaluation within MBLs transit system. Amendment No. 1 expanded the agreement’s subscription and increased the not-to-exceed amount.

Amendment No. 2 will incorporate a new module aimed at enhancing staff efficiency and streamlining operational processes, as well as extend the term of the agreement through June 26, 2027.

ENVIRONMENTAL:

N/A
ANALYSIS:

Optibus and Transtrack each play pivotal roles in the seamless operations of MBL.

Optibus offers MBL a comprehensive solution for optimizing transit operations from end to end. Its built-in and customizable preferences enable staff to efficiently capture and define various scheduling parameters, such as layover and recovery times, vehicle requirements, and running times. Through rigorous testing, the software has proven its ability to recalibrate travel times, optimize run-cutting and blocking, and generate essential materials for service changes. By leveraging this software solution, MBL can significantly enhance operational efficiency, ultimately leading to improved service delivery and passenger experience.

Transtrack provides a robust database platform designed to streamline the analysis and reporting of operational performance within transportation systems. Its functionality spans various facets of transportation management, facilitating the collection, organization, and analysis of critical data for decision-making processes. Notably, Transtrack excels in centralizing disparate datasets, enabling transportation agencies to consolidate information from multiple sources into a single, accessible repository. This centralized approach simplifies data management and ensures data consistency and integrity, enabling more accurate analyses and reporting.

These software solutions will be procured through the procedures outlined in the Montebello Municipal Code (MMC) Section 3.20.050 (Conformance with bidding procedures), as authorized under California Government Code Section 54202. Since Optibus and Transtrack are each considered sole source providers due to the proprietary nature of the software and the unique attributes of the data collected by each vendor, these solutions will be procured in accordance with MMC 3.20.050 (B), when supplies and equipment can only be obtained from one source.

SUMMARY:

CITY COUNCIL AGENDA REPORT - MEETING OF JUNE 25, 2025

Staff recommend that the City Council approve Amendment No. 5 to Agreement No. 3894 with Transtrack for a 1-year term (Attachment C) through June 30, 2026, for a total notto-exceed amount of $51,415, to extend end-user software licenses and support services for FTA reporting; approve Amendment No. 2 to Agreement No. 3978 with Optibus for a 2-year term (Attachment D) through June 26 2027, for a total not-to-exceed amount of $236,640, to extend end-user software licenses and support services for transit scheduling; authorize the City Manager to execute the proposed amendments on the City’s behalf; and take such additional, related action that may be desirable.

ATTACHMENT(S)

1. Attachment A – Agreement No. 3894 with Transtrack Systems, Inc

2. Attachment B – Agreement No. 3978 with Optibus, Inc.

3. Attachment C – Amendment No. 5 to Agreement No. 3894

4. Attachment D – Amendment No. 2 to Agreement No. 3978

ATTACHMENT A

ATTACHMENT B

CITY OF MONTEBELLO
AMENDMENT NO. 5
TO AGREEMENT NO. 3894
WITH TRANSTRACK SYSTEMS, INC.

This Amendment No. 5 to Agreement No. 3894 (“Amendment No. 5”) is made and entered into as of the 25th day of June 2025 (“Effective Date”), by and between the City of Montebello, a California municipal corporation duly organized and existing under the law of the State of California (“City”), and TransTrack Systems, Inc., a corporation duly organized and existing under the law of the State of California (“Contractor”). City and Contractor are sometimes hereinafter referred to collectively as the “Parties”.

RECITALS
WHEREAS, City and Contractor are Parties to that certain Agreement No. 3894 to provide an end-user software license, training and implementation support with an “Effective Date” of July 1, 2021 (“Agreement”), pursuant to which City contracted with Contractor to provide services as defined in the Agreement; and WHEREAS, Section 25 (“Entire Agreement”) of the Agreement allows for amendments to the Agreement by a writing executed by the Parties; and WHEREAS, on or about December 1, 2021, the Parties executed a “Amendment No. 1” exercising an option to amend the Agreement to incorporate a revised Scope of Work (SOW) for additional services; and
WHEREAS, on or about July 1, 2022, the Parties executed a “Amendment No. 2” exercising an option to amend the Agreement, and extend the term for an additional year; and
WHEREAS, on or about July 1, 2023, the Parties executed a “Amendment No. 3” exercising an option to amend the Agreement, and extend the term for an additional year and incorporate a revision to the SOW; and
WHEREAS, on or about June 26, 2024, the Parties executed “Amendment No. 4”, exercising an option to amend the Agreement, and extend the term for an additional year; and

ATTACHMENT C

AMENDMENT NO. 5 TO AGREEMENT NO. 3894

WHEREAS, the Parties, being mutually satisfied with each other’s performance under the Agreement, now desire to amend the Agreement to: (1) extend services for an additional one (1) year, and (2) incorporate a revised SOW to include additional services; and
WHEREAS, by exercising the option to extend the Agreement by an additional one (1) year, an amendment to the Term and Compensation (further defined below) is also required.

NOW, THEREFORE, based upon the foregoing recitals, which the Parties agree are true and correct, and for good and adequate consideration the receipt and adequacy of which is acknowledged by the Parties, the Parties agree as follows:

AMENDMENT
SECTION 1: RECITALS. The above-referenced Recitals constitute a material part hereof and shall hereby be incorporated by reference.

SECTION 2: EXTENSION OF TERM. Through this Amendment No. 5, the Parties hereto agree to extend the term of Agreement from July 1, 2025, to June 30, 2026; unless such time is further extended in writing by a subsequent amendment and executed by both Parties.

SECTION 3: AMENDMENT TO THE SCOPE OF WORK. Through this Amendment No. 5, the Parties hereto agree to amend the scope of work to the Agreement. The Revised Scope of Work is attached hereto as Exhibit “A” and incorporated herein by this reference
SECTION 3: AMENDMENT TO COMPENSATION. Through this Amendment No. 5, the Parties hereto agree to amend the compensation for the purposes of incorporating costs associated with the extension of the Agreement for an additional one (1) year follows:
“The agreed-upon compensation for the contract services contemplated in the Agreement and memorialized in Amendment No. 5 shall not exceed the annual amount of Fifty-one thousand four hundred fifteen dollars. ($51,415) for performance of the professional services outlined in the Agreement and any applicable amendment thereto. City shall pay Contractor upon thirty (30) days of receipt of itemized billing statement and/or invoice and full acceptance of product and services by City.

AMENDMENT NO. 5 TO AGREEMENT NO. 3894

Contractor shall not incur fees or costs which exceed the amount above without prior written consent of City.”
SECTION 4: INCORPORATION OF REMAINING TERMS. Other than as expressly modified in this Amendment No. 5 with respect to the term of the Agreement, all remaining terms, conditions, and provisions of the Agreement (and any applicable amendment thereto), and the entirety thereof, shall remain in full force and effect, and is incorporated fully herein by this reference.

In WITNESS WHEREOF, the Parties have executed this Amendment No. 5 to Agreement No. 3894 to provide an end-user software license, training, and implementation support as of the day and year first above written. (“CITY”) (“CONTRACTOR”)
CITY OF MONTEBELLO TRANSTRACK SYSTEMS, INC.

By: By:

Raul Alvarez, City Manager Paola Realpozo, General Manager

ATTEST:

By:

Christopher Jimenez, City Clerk
APPROVED AS TO FORM:

By:

Arnold M. Alvarez-Glasman,
City Attorney

AMENDMENT NO. 5 TO AGREEMENT NO. 3894

ATTACHMENTS:

Exhibit “A” – TransTrack Systems, Inc. Renewal Contract

5625 Rockwell Drive, NE
Cedar Rapids, IA 52402
+1.319.361.0007
www.transtracksystems.net

March 18, 2025
John Soria
Director of Transit
City of Montebello Bus Lines
400 South Taylor Avenue
Montebello, CA 90640
Subject: Renewal of End User License Maintenance & Support Agreement Dear Mr. Soria,
In accordance with Article IV Section 6 of the End User License Maintenance & Support Agreement (License), City of Montebello Bus Lines has the opportunity to renew their License when this letter is signed by a duly authorized representative and returned no later than June 30, 2025.

Exhibit F of the License provides the range of fees which may be charged by TransTrack Systems, Inc. for the renewal of the Maintenance and Support portion of the License. Your annual Maintenance and Support fee for Fiscal Year 2026, is $32,096. This fee is for the level of support specified in your License and as amended herein. Any services requested other than those set forth in the description of Maintenance and Support will be subject to an additional fee.

Upon receipt of the signed letter, TransTrack Solutions Group will issue an invoice for the annual Maintenance and Support fee. Once payment has been received, your agency will effectively have renewed their License, subject to all other terms and conditions of the License remaining the same, as amended herein, for the Fiscal Year 2026 term.

Amendments to the License, agreed upon by the execution of this letter are:

1. Article IV, Section 6
a. “This contract may be terminated for convenience on the last day of the month following a minimum period of 90 (ninety) days notice.”

2. Exhibit F
a. “Annual Maintenance and Support Fee for 07/01/2025 to 6/30/2026: $32,096” All other terms and conditions of the License shall remain in full force and effect.

5625 Rockwell Drive, NE
Cedar Rapids, IA 52402
+1.319.361.0007
www.transtracksystems.net

Customer service made the following updates during 2024:

1. Invested in and launched a new ticketing platform, FreshService, to enhance user experience when submitting any help requests

2. Modified customer service business day hours to be 8:00 a.m. – 6:00 p.m. EST TransTrack Systems, Inc. made the following updates to its proprietary software TransTrack Manager® during calendar year 2024:

1. Monthly Service Reconciliation Report – added grand totals to the bottom of the report for scheduled, modified and actual hours and miles

2. Update to Subfleet Look-up view – added fields for estimated cost and capital responsibility for NTD reporting. These fields populate the NTD A-35 Service Vehicle Inventory report

3. Update to Safety & Security views – separated the assault reporting section to allow for assault reporting NTD compliance

4. Update to NTD A-30 Revenue Vehicle Inventory report – updated the layout of the report to reflect the layout in TrAMS and to improve readability

5. Plan Actions / Close the Month for all Modules – modified the month filter to include yearto-date through “month,” eliminating the need to reclose individual months

6. The help request window now includes a subject line

7. APC data views – added filters for Trip ID and Stop ID to improve functionality

AGREED AND ACCEPTED
TransTrack Systems®, Inc. City of Montebello Bus Lines
By: By:

Name: Paola Realpozo Name:

Title: General Manager Title:

Date: Date:

By: By:

Name: Yoshiro Nakasato Name:

Title: Finance Manager Title:

Date: Date:
03/25/2025
03/25/2025

5265 Rockwell Drive NE
Cedar Rapids, IA 52402
+1.319.318.2400
www.transtracksystems.net
TransTrack Systems, Inc. Montebello Bus Lines
d.b.a. TransTrack Solutions Group Page 1 | 4 Proprietary & Confidential February 26, 2025
Alfredo Machuca
Transit Planner
Montebello Bus Lines
Subject: Quote # 33989883405 – Avail API Import
Dear Mr. Machuca:

TransTrack Solutions Group (“TTSG”) is pleased to share the following quotation for your review.

Please reach out to me with any questions you may have.

If this quotation is acceptable to Montebello Bus Lines, please have a duly authorized representative sign “Attachment C” and return the full quotation copy to me and/or Paola Realpozo, General Manager of TTSG ([email protected]). Alternatively, you may provide a Purchase Order in lieu of this letter assuming all other terms and conditions from the End User License Agreement remain intact.

Sincerely,
Susann Poggioli
Account Executive
480.206.1001
[email protected]
TransTrack Solutions Group
Attachments:

Attachment A – Description of Services
Attachment B – Price Quote & Payment Terms
Attachment C – Authorization to Begin Work

5265 Rockwell Drive NE
Cedar Rapids, IA 52402
+1.319.318.2400
www.transtracksystems.net
TransTrack Systems, Inc. Montebello Bus Lines
d.b.a. TransTrack Solutions Group Page 2 | 4 Proprietary & Confidential Attachment A – Description of Services
Scope of Work
Montebello Bus Lines desires to import their Avail data. We will be adding the APC/AVL module to your TransTrack Manager®. The Avail imports included in this project are:
• Daily APC Detail
o Imports APC ridership data to eliminate the manual entry of ridership data  This is Montebello’s official ridership number
 TransTrack will program the APC ridership to be the reported number • Daily On-Time Performance
o Imports the on-time performance data from Avail into TransTrack • Bus Stop Inventory
o Relates to the AVL/APC datasets
• Bus Stop Sequence
o Relates to the AVL/APC datasets
• Personnel
o Imports personnel recorded in Avail to reduce manual entry when personnel changes occur • Scheduled Route Data
o Imports schedule route plan data to eliminate the manual entry of this data TransTrack staff, with assistance from Avail, will program the API connection to read the data noted above.

Additionally, we will need to be provided with the API key and other API guidance from Avail.

After the programming is complete, TransTrack staff will perform any required set-up work, including crosswalking. Then TransTrack staff will meet with Montebello Bus Lines staff to review and train staff on the imports and associated data.

Project Acceptance Criteria
1) Completion of the import programming for each import 2) Completion of training

5265 Rockwell Drive NE
Cedar Rapids, IA 52402
+1.319.318.2400
www.transtracksystems.net
TransTrack Systems, Inc. Montebello Bus Lines
d.b.a. TransTrack Solutions Group Page 3 | 4 Proprietary & Confidential Attachment B – Price Quote & Payment Terms*
Total
Services (One-time Yr 1) $13,244
Year 1 Annual Subscription $6,075
Total $19,319
*Note: Any annual subscription cost will be prorated upon completion of the project through the end of your annual term. Your next annual renewal will include the total amount shown, subject to the annual escalation rate.

Additionally, any third-party vendor charges to interface with TransTrack are the responsibility of the Agency.

5265 Rockwell Drive NE
Cedar Rapids, IA 52402
+1.319.318.2400
www.transtracksystems.net
TransTrack Systems, Inc. Montebello Bus Lines
d.b.a. TransTrack Solutions Group Page 4 | 4 Proprietary & Confidential Attachment C – Authorization to Begin Work
Quote # 33989883405: to Montebello Bus Lines, June 15, 2025 for a total of $19,319.

Subject to the aforementioned scope and terms.

This price quote is valid until April 30, 2025. Work is quoted as fixed cost and will be progressively billed each month for work TransTrack completed. The annual costs will be due for the current fiscal year upon completion of this project. If you approve, please sign, and return to me and Paola Realpozo at [email protected].

Alternatively, you may provide a Purchase Order in lieu of this letter authorization.

APPROVED BY:

TransTrack Systems, Inc. Montebello Bus Lines
By: By:

Name: Paola Realpozo Name:

Title: General Manager Title:

Date: Date:

CITY OF MONTEBELLO
AMENDMENT NO. 2
TO AGREEMENT NO. 3978
WITH OPTIBUS, INC.

This Amendment No. 2 to Agreement No. 3978 (“Amendment No. 2”) is made and entered into as of the 25th day of June 2025 (“Effective Date”), by and between the City of Montebello, a California municipal corporation duly organized and existing under the law of the State of California (“City”), and Optibus, Inc., a Delaware Corporation registered to do business in California (“Contractor”). City and Contractor are sometimes hereinafter referred to collectively as the “Parties”.

RECITALS
WHEREAS, City and Contractor are Parties to that certain Contract Agreement No. 3978 to provide a professional end-user scheduling software licenses and support services with an “Effective Date” of July 27, 2022 (“Agreement”), pursuant to which City contracted with Contractor to provide services as defined in the Agreement; and WHEREAS, on or about June 26, 2024, the Parties executed “Amendment No. 1”, exercising an option to extend the service term of the Agreement by one additional year and to increase the annual compensation; and
WHEREAS, Section 25 (“Entire Agreement”) of the Agreement allows for amendments to the Agreement by a writing executed by the Parties; and WHEREAS, the Parties, being mutually satisfied with each other’s performance under the Agreement, now desire to amend the Agreement to: (1) extend services for an additional two (2) years, and (2) incorporate a revised Scope of Work (SOW) to include additional services; and
WHEREAS, by exercising the option to extend the Agreement by an additional two (2) year, an amendment to the Term and Compensation (further defined below) is also required.

NOW, THEREFORE, based upon the foregoing recitals, which the Parties agree are true and correct, and for good and adequate consideration the receipt and adequacy of which is acknowledged by the Parties, the Parties agree as follows:

ATTACHMENT D

AMENDMENT NO. 2 TO AGREEMENT NO. 3978

AMENDMENT
SECTION 1: RECITALS. The above-referenced Recitals constitute a material part hereof and shall hereby be incorporated by reference.

SECTION 2: EXTENSION OF TERM. Through this Amendment No. 2, the Parties hereto agree to extend the term of Agreement from June 26, 2025, to June 25, 2027.

SECTION 3: AMENDMENT TO THE SCOPE OF WORK. Through this Amendment No. 2, the Parties hereto agree to amend the scope of work to the Agreement. The Revised Scope of Work is attached hereto as Exhibit “A” and incorporated herein by this reference.

SECTION 3: AMENDMENT TO COMPENSATION. Through this Amendment No. 2, the Parties hereto agree to amend the compensation for the purposes of incorporating costs associated with the extension of the Agreement for an additional two (2) year follows:
“The agreed-upon compensation for the contract services contemplated in the Agreement and memorialized in Amendment No. 2 shall not exceed the to not exceed amount of Two hundred thirty-six thousand Six hundred and forty dollars ($236,640) – Year 4 ($130,820) and Year 5 ($105,820) for performance of the professional services outlined in the Agreement and any applicable amendment thereto. City shall pay Contractor upon thirty (30) days of receipt of itemized billing statement and/or invoice and full acceptance of product and services by the City.

Contractor shall not incur fees or costs which exceed the amount above without prior written consent of City.”
SECTION 4: INCORPORATION OF REMAINING TERMS. Other than as expressly modified in this Amendment No. 2 with respect to the term of the Agreement, all remaining terms, conditions, and provisions of the Agreement, and the entirety thereof, shall remain in full force and effect, and is incorporated fully herein by this reference. [SIGNATURE PAGE TO FOLLOW]

AMENDMENT NO. 2 TO AGREEMENT NO. 3978

In WITNESS WHEREOF, the Parties have executed this Amendment No. 2 to Agreement No. 3978 to provide a professional end-user scheduling software licenses and support services as of the day and year first above written. (the “CITY”) (the “CONTRACTOR”)
CITY OF MONTEBELLO OPTIBUS, INC.

By: By:

Raul Alvarez, City Manager Rotem Landa, CFO

ATTEST:

By:

Christopher Jimenez, City Clerk
APPROVED AS TO FORM:

By:

Arnold M. Alvarez-Glasman,
City Attorney
ATTACHMENTS:

Exhibit “A” – Optibus, Inc. Renewal Contract

Service Order
This Software as a Service Agreement service order (“Service Order”) is made and entered into as of [____] 2025, by and between Optibus Inc., having its principal offices at 12 E 49th St. 18th Floor New York, NY 10017 (“Optibus”), and City of Montebello having its principal offices at 400 S. Taylor Ave. Montebello, CA 90640 (the “Customer”) (each may also be referred to as a “Party” and collectively the “Parties”).

Optibus Platform Pricing
Annual License Fees (recurring)

Description
One-Time
Implementation
Fee
Annual Price
(USD)
Term Total
Optibus core modules.
● Route and Timetable Planning
● Strategic Planning
● Vehicle Scheduling and Optimization
● Crew Scheduling and Optimization
● Relief Vehicle Optimization
● Rostering and Roster Cycle Optimization
● Performance Suite
● Compliance Validation
● KPI Dashboard
● Ongoing Hypercare Support
● CAD/AVL Integration
● Reporting
- $68,543 2 Years
(6/26/25-6/25/27) $137,086
Subtotal - $137,086
Description
One-time
Implementation
Fee
Annual Price
(USD)
Term Total
New modules
● Operations
● Driver App
● Bidding
$25,000 $37,277 2 Years
(6/26/25-6/25/27) $99,554
Subtotal $25,000 $99,554
Total $25,000 $236,640

Payment and billing schedule
Invoice Address. All invoices shall reference this Service Order and shall be sent to Customer at the following addresses: [****]; [****@**] (via email).
6/26/25 6/26/26
$130,820 $105,820

OPTIBUS TERMS OF USE
These Optibus Terms of Use (these “Terms”) are made by and between you (“Customer” or “you”) and the Optibus entity specified on the applicable service order (“Service Order”) executed by you (“Optibus”). Optibus provides a proprietary software as a service which uses unique algorithms designed to analyze and generate optimized arrangements for vehicles and drivers for transportation agencies that operate fixed-route transportation service vehicles (the “Platform”), including proprietary application programing interfaces and other services and documentation provided by Optibus, as further detailed in the relevant Service Order (collectively, the “Services”). You may use the Services (or any part thereof) in accordance with your specific applicable Service Order duly executed with Optibus and strictly subject to the terms and conditions provided hereunder.

1. Acceptance of these Terms

1.1. Please read carefully these Terms before executing the Service Order and/or other ordering document that references or incorporates these Terms. By accepting these Terms through the execution of a Service Order, you agree to comply with and be bound by the following terms and conditions. If you are agreeing to these Terms not as an individual but on behalf of your company, government, or other entity for which you are acting (for example, as an employee or governmental official) you represent that you have the authority to bind such entity to these Terms, to use the Services on behalf of such entity and, in such event, “you” and “your” as used in these Terms shall refer to such entity. If you do not have such authority, or if you do not agree to these Terms, you may not access the Platform or use the Services. Each of Optibus and you may also be referred to herein as a “Party” and collectively as the “Parties.” The “Effective Date” of these Terms is the date which is the earlier of (a) your initial access to or use of the Platform or Services or (b) the effective date of the first executed Service Order referencing these Terms.

2. Scope of Services

2.1. The scope of Services shall consist of performing the Services as stipulated and agreed in an applicable Service Order. The Service Order (and any additional Service Order mutually executed by the Parties) is hereby incorporated by reference into these Terms. Unless otherwise expressly set forth in a Service Order, the Parties agree that these Terms shall apply to and govern each Service Order. In the event of any conflict between these Terms and the terms of a Service Order, the specific conflicting terms of the Service Order shall prevail.

3. Use of Services

3.1. Upon Optibus’ acceptance of your Service Order and for the duration of the Term (as defined below), Optibus grants you subject to these Terms the nonexclusive, revocable, non-assignable, nontransferable, royalty-free and limited right to use the Platform and any standard published documentation provided by Optibus (“Documentation”) to receive the Services solely for your internal business operations. You may access the Platform via individuals who are authorized by you, in accordance with

these Terms, to access and use the Platform on your behalf (“Authorized Users”). You are solely responsible for maintaining the confidentiality of your account information and for anything that happens through the use of your account information, including via your Authorized Users. 3A. Use of Services in Bidding (Tenders)
Notwithstanding anything to the contrary contained herein, including with respect to the Use Restrictions contained in Section 4(f) below, you may make use of the Services for purposes of bidding on a Tender (as defined below) subject to strict compliance with these Terms and the following specific conditions:
i) You clearly indicate to Optibus your intent to use the Services for purposes of a Tender offer at the time you place your Service Order;
ii) You do not, without the prior written consent of Optibus, bind Optibus to any obligation or undertaking that is in any way inconsistent with the express conditions of these Terms; iii) You promptly notify Optibus in writing of the results of the Tender; iv) If your Tender offer is accepted, you hereby agree to exclusively use the Services of Optibus for purposes of your performance pursuant to the Tender for a period of three (3) years from the date your Tender offer was accepted (“Tender Term”) on the same commercial terms as were agreed by you and Optibus prior to the submission of the Tender offer, or as shall be otherwise agreed between the Parties in writing;
v) If you terminate use of the Services prior to the end of the Tender Term, you shall pay to Optibus the remainder of any Fees (as defined below) due and owing for the remainder of the Tender Term.
“Tender” shall mean any invitation to suppliers to submit competitive bids or offers to supply products or services, whether to public or private institutions, whether in open or sealed bids, and whether in the form of a Request for Tender (RFT), Request for Proposal (RFP), or other similar solicitation.

4. Use Restrictions

4.1. There is certain conduct which is strictly prohibited when using the Platform and Services. Please read the following restrictions carefully.

Unless prior written authorization is obtained from Optibus and/or otherwise specified in the applicable Service Order, you shall not, and shall not authorize others, to: (a) modify, alter, create derivative works from, reverse engineer, decompile, or disassemble any part of the Platform or Services, nor attempt in any other manner to obtain the source code or otherwise reduce to human-perceivable form any part of the Platform or Services; (b) frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform or Services (including any Documentation which accompanies the Services) in any form or media or by any means; (c) create a database by systematically downloading and storing all or any of the content made available through the Services; (d) remove or obscure any proprietary notices, labels, or marks on or in any part of the Platform or Services, including without limitation any trademark or copyright notices; (e) disclose the results of testing or benchmarking of the Services to any third party, or access or use the Services or any part thereof in order to build or support, or assist a third party in building or supporting, products or services which are competitive to Optibus’ Platform or Services; (f) sublicense, rent, lease, host, outsource, display, or commercially exploit any part of the Services, or use the Services to provide services to third parties; (g) attempt to obtain, or assist third parties in obtaining, unauthorized access to the Platform, Services and/or associated Documentation; (h) use the Platform or

Services in any manner not expressly authorized by these Terms; or (i) take any actions which (i) would disable the Platform or Services or impair in any way their operation based on the elapsing of a period of time, the exceeding of an authorized number of copies, or the advancement to a particular date or other numeral (referred to as “time bombs”, “time locks”, or “drop dead” devices); (ii) would prevent Optibus from accessing the Platform or Services for the purposes of their operations; or (iii) infringe or violate any of the Terms or allow and/or enable a third party to do any of the aforementioned.

5. Fees

5.1. In consideration for the Services, you shall pay Optibusthe amounts set forth on each Service Order (the “Fees”). Optibus will issue an invoice to you referencing the applicable 12-month period at the beginning of each 12-month period, commencing upon the signing a respective Service Order.

5.2. Payment Terms. Optibus will invoice Fees to the billing address provided by you in the Service Order, including via electronic invoicing. Unless otherwise provided in a Service Order, within thirty (30) days from the issue date of the invoice, you shall pay to Optibus all amounts for Fees referenced in such invoice. Any payment not received by Optibus within such period shall accrue interest at a rate of one percent (1%) per month, or the highest rate allowed by applicable law. All Fees are non-cancellable and non-refundable. All Fees are stated and payable in US Dollars, and are exclusive of VAT, which shall be added to Optibus’ invoice(s) at the appropriate rate.

5.3. You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with these Terms or your receipt or use of the Services, except for taxes based on Optibus’ income. Notwithstanding the foregoing, in the event you claim an exemption from the payment of such applicable taxes or duties, you will provide to Optibus any such exemption information at the time of payment.

5.4. You agree to make all payments under each Service Order and these Terms without set-off or counterclaim and free and clear of any withholding or deduction (save as required by law) for any present or future taxes and/or duties. All payment of amounts referenced in such invoice shall be made in readily available funds, directed to Optibus' bank account which details are:

Account name: Optibus Inc.

Bank Name: HSBC Bank USA NA
Branch Address: 452 5th Avenue, New York, NY 10018
Account number: 914026607
Swift code: MRMDUS33
Routing Number: 022000020

5.5. On-site and additional services fees. The Fees are exclusive of any on-site and additional services that are outside the scope of the commercial proposal to Customer, including (without limitation) any customization of report and integrations. To the extent you request Optibus to perform any such services, such services will be provided for a fee under a separately signed Service Order, including proper reimbursable expenses in the areas of travel and accommodation. Optibus will issue an invoice to you referencing the applicable fee in addition to reimbursable expense documentation (expense reports, receipts, etc.) within 30 days of being incurred.

5.6. Inflation Rates. The foregoing Fee rates are related to the [Consumer Price Index] as reported by the U.S. Bureau of Labor Statistics and will be adjusted at Optibus’ sole discretion for each year during the Term in proportion to annual changes in such Index. Optibus shall notify Customer ninety (90) days prior to any such change.

5.7. Exchange Rates. You shall pay the Fees to Optibus in U.S. dollars. For payments made in a foreign currency other than the aforementioned currency, or EUR or GBP, Optibus will convert the payment amount stated on the applicable invoice in accordance with the rate of exchange to U.S. dollars prevailing on the date of such conversion, provided that the rate is not lower than the prevailing exchange rate to U.S. dollars as of the date of the invoice.

6. Intellectual Property

6.1. You retain all ownership and intellectual property rights in and to all data you provide to or make available to Optibus, or which is generated by you during your use of the Services (collectively, “Customer Data”). You hereby grant Optibus and its authorized business partners the right to use your Customer Data (a) in order to provide the Services to you; and (b) in aggregate, anonymized form for Optibus’ (and its authorized business partners’) internal business purposes in order to conduct assessments, performance comparisons, and analyses aimed at enhancing service quality, including (but not limited to) Optibus existing and future models, to the benefit of Optibus customers.

6.2. You acknowledge and agree that Optibus or its licensors own the Platform, the Services, Optibus’ Confidential Information (as defined below) and/or any part of the foregoing, including any related Documentation, updates, upgrades, copies, emulations, modifications, adaptions, enhancements, or derivative works thereof and all intellectual property rights in the aforementioned. Except as expressly stated herein, these Terms do not grant you or your Authorized Users any rights or licenses in respect of the Platform or Services or any other intellectual property of Optibus or its licensors. All rights not expressly granted herein are reserved by Optibus.

6.3. In the event that you decide to provide to Optibus any suggestions, ideas, comments, questions or other feedback relating to the Platform and/or Services (“Feedback”), you hereby grant Optibus and its authorized business partners the irrevocable right to freely use such Feedback and, accordingly, all rights to any improvements and enhancements to the Platform and/or Services, howsoever arising, including as a result of any ideas, input or information provided by you as aforesaid, shall vest solely with Optibus.

Optibus may, in connection with any of its products or services, freely use, copy, disclose, license, distribute, and exploit any Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in these Terms limits Optibus’ right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.

6.4. In order to improve Optibus Services to Customer, to extent Optibus requests Customer to provide access to one of its senior management team members, the Customer agrees to periodically provide the Company with access to such senior management for in-depth interviews, at the reasonable request of Optibus but at least once per calendar year. These interviews, if conducted, aim to gain a comprehensive understanding of the organization's evolving needs and to collect essential information for Optibus internal business use, that will support ongoing product development, ultimately enhancing the value the product delivers to the Customer. The Customer commits to facilitating such access to relevant senior management representatives from time to time, as reasonably requested by the Company.

7. Your Obligations

7.1. You represent that during the Term and at all relevant times, you shall: (a) hold and maintain any necessary rights, licenses, consents, and permissions required to allow Optibus and its third party service providers to perform their obligations under these Terms, including without limitation, the disclosure to and use of your Customer Data by Optibus, its authorized business partners, and its service providers as required under applicable law and as contemplated hereunder, including, without limitation, complying with all applicable laws in all of your activities related to your use of the Services, and for all communications sent by you through the Platform; (b) comply with all applicable laws and regulations with respect to your activities under these Terms; (c) ensure that your network and systems, including any security systems, comply with the relevant specifications provided by Optibus from time to time; (d) be solely and fully responsible for any decision made or action taken or not taken in reliance on the use of the Services and/or any data output; (e) be solely responsible for regularly tracking, reviewing, and verifying that the Platform and Services are duly performing in accordance with your requirements, specifications, expectations, and goals.

8. Privacy and Data Protection

8.1. Optibus may collect certain data and information from you and your Authorized Users in connection with your and your Authorized Users’ use of the Platform and Services and otherwise in connection with these Terms. Optibus is the owner and controller of such data, which will be collected and used by Optibus in accordance with Optibus’ Privacy Policy, which you acknowledge and agree to.

8.2. Customer Data. You represent and warrant that with respect to any such Customer Data containing personal information, as provided by you or your Authorized Users to Optibus in connection with the use of the Services, you shall be solely responsible to provide all necessary disclosures and to have obtained and to maintain the informed consent, approval, or license needed from any and all third parties, including but not limited from your customers, employees, drivers, subcontractors, agents, or other personnel, to the extent applicable, such that Optibus can obtain, access, collect, use, disclose to Optibus’ third party service providers and authorized business partners, process, analyze, have processed, have analyzed, store and have stored the Customer Data for the following purposes: (i) to provide and operate the Services (including via third party service providers and authorized business partners); (ii) to develop, improve and customize any and all services and offering available through any Optibus services, including such services’ accuracy and interface; (iii) allow Optibus, its third party service providers, and its authorized business partners, to the extent permitted by law, to use, transact in, and disclose aggregate, non-personally identifiable Customer Data; and (iv) to comply with any applicable law or regulation.

8.3. In the course of providing the Services pursuant to these Terms, Optibus may process certain Customer Data provided by you, including personal data related to your Authorized Users, customers, or agents. Solely to the extent that such Customer Data contains personally identifiable information, Optibus will process such Customer Data in accordance with applicable laws, including but not limited to the CCPA, GDPR, or other applicable data protection or privacy laws and regulations to which you or Optibus are subject (“Data Protection Laws”). The Parties agree that with regard to the processing of such Customer Data, as between the Parties, you are the data controller and Optibus is merely a data processor. You acknowledge and agree that Optibus may maintain, use, and distribute aggregated and anonymous data derived from such Customer Data for its own internal purposes. You shall comply with and shall be responsible for each Authorized User’s or subcontractor’s compliance with all applicable Data Protection Laws with respect to the data and information that is provided to or by, or made available to or by, you and/or is under your control.

8.4. You shall have sole responsibility for the accuracy, quality, integrity, legality, and reliability in your Customer Data, as provided by you, and the means by which you acquired such data, as well as intellectual property ownership in such data. Notwithstanding the foregoing, you acknowledge that Customer Data may be stored and processed in a different country than where the Services are provided. Optibus shall only process Customer Data on your behalf in accordance with your reasonable instructions and shall treat Customer Data for which it is a processor as your Confidential Information. You hereby instruct Optibus to process Customer Data for the following purposes: (a) in accordance with these Terms; and (b) as necessary for the provision of the Services.

9. Indemnification

9.1. Optibus shall defend, indemnify, and hold you harmless from and against any damages, liabilities, costs, and expenses (including reasonable attorney’s fees) finally awarded by a court of competent jurisdiction to a third party claiming that the Services, when used in accordance with these Terms and any Documentation, infringe such third party’s intellectual property rights (“Infringement Claim”), provided you do the following: (a) notify Optibus promptly in writing, not later than 30 days after you have knowledge of the claim (or sooner if required by applicable law); (b) give Optibus sole control of the defense and any settlement negotiations; and (c) give Optibus the information, authority, and assistance Optibus needs to defend against or settle the Infringement Claim. Optibus shall have the sole right to control the defense of such Infringement Claim and all related settlement negotiations.

9.2. If Optibus believes, or it is determined, that the Services may be subject to an Infringement Claim, Optibus may at its discretion choose to either modify the Services to be non-infringing (while substantially preserving their utility or functionality) or obtain a license to allow for your continued use thereof, or, if in Optibus’ sole discretion these alternatives are not commercially practicable, Optibus may terminate these Terms and refund any unused, prepaid Fees paid by you for the Services. Notwithstanding anything to the contrary contained hereunder, Optibus will not indemnify or defend you for any Infringement Claim that is based on: (a) any modification to the Services by anyone apart from Optibus, without the prior written consent of Optibus; (b) use of the Service not in accordance with these Terms, any Documentation or other instructions provided by Optibus; (c) use of the Services with hardware or software that does not meet the minimum requirements set forth in the Documentation, and/or that has not been preapproved by Optibus; or (d) any information, design, specification, instruction, software, data, or material not furnished by Optibus.

9.3. You shall indemnify, defend, and hold Optibus (including its officers, employees, agents, affiliates, and authorized business partners) harmless from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) resulting from any third-party claims: (a) alleging that Customer Data, or its use by Optibus in accordance with these Terms, violates any third party rights, including without limitation infringement or violation of intellectual property rights, privacy rights or applicable Data Protection Laws; or (b) arising from your violation or alleged violation of any of your representations and/or obligations under these Terms.

10. Confidentiality

10.1. By virtue of these Terms and/or provision of the Services, the Parties may have access to information that is proprietary or confidential to one another (“Confidential Information”). A Party’s

Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other Party; (b) was in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party, either directly or indirectly, from the disclosing Party; (c) is lawfully disclosed to the other Party by a third party without restriction on the disclosure; (d) is independently developed by the other Party without use of or reference to the Confidential Information; or (e) is required to be disclosed by a court of competent jurisdiction or other governmental authority or otherwise as required by law.

10.2. The Parties agree to hold each other’s Confidential Information in strict confidence using no less than reasonable care for a period of five years from the date of disclosure and to only use such Confidential Information as necessary for performance under these Terms. The Parties further agree to disclose Confidential Information only to those employees or agents who have a need to know such information and are required to protect it against unauthorized disclosure in a manner no less protective than under these Terms. Optibus will protect the confidentiality of your Customer Data in accordance with its published Privacy Policy.

10.3. The Parties each acknowledge and agree that a violation of the confidentiality undertakings in these Terms may cause significant harm to the disclosing Party. In addition to any other rights and remedies disclosing Party may have, receiving Party agrees that an injunction (whether temporary, preliminary, or final) may be sought in a court of competent jurisdiction against it upon the request of disclosing Party, without the requirement of posting a bond.

11. Disclaimer and Warranties

11.1. Optibus warrants and represents that, when used in accordance with these Terms and the Documentation: (a) the Platform does not infringe upon the intellectual property rights of any third party and (b) the Services will substantially conform to the Documentation. If the Services does not substantially conform to the Documentation, Optibus will use all reasonable commercial endeavors to promptly correct any such non-conformance or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the warranty set out above. The aforementioned warranty shall not apply to any problem caused by: (i) any modification or provision of the Services by anyone apart from Optibus, without the prior written consent of Optibus; (ii) use of the Services not in accordance with the Documentation or other instructions provided by Optibus; (iii) use of the Services with hardware or software that does not meet the minimum requirements set forth in the Documentation or that has not been preapproved by Optibus; (iv) any computer virus or similar malicious code in the Services which is introduced into the Services by you, your Authorized Users, or any other third party; or (v) any errors caused by you or users on your behalf and/or errors due to requests or specifications provided by you that are inconsistent with the Documentation, including problems caused by incorrect configuring or a failure to perform the required administrative obligations contained in the Documentation or instructions provided to you by Optibus.

11.2. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, YOU UNDERSTAND AND

AGREE THAT THE PLATFORM, DOCUMENTATION, AND THE SERVICES ARE PROVIDED BY OPTIBUS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY OTHER WARRANTIES

OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR RELIABILITY, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. WITHOUT

DEROGATING FROM THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT

OPTIBUS DOES NOT GUARANTEE THAT THE PLATFORM OR THE PERFORMANCE OF THE

SERVICES WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR,

OR FREE OF ANY PROGRAM LIMITATIONS OR FAILURES, OR THAT THE PLATFORM

OR ANY FEATURE AVAILABLE THEREIN (WHETHER OR NOT CONFIGURABLE BY

YOU) OR ANY INFORMATION OBTAINED BY YOU THROUGH THE USE OF THE PLATFORM

OR SERVICES WILL MEET OR PERFORM IN ACCORDANCE WITH YOUR REQUIREMENTS,

SPECIFICATIONS, EXPECTATIONS, CONFIGURATIONS, OR GOALS, OR THAT OPTIBUS WILL CORRECT ANY OR ALL PRODUCT ERRORS, DEFICIENCIES, OR NON-PERFORMANCES. YOU

ACKNOWLEDGE THAT OPTIBUS DOES NOT CONTROL THE TRANSFER OF DATA OVER

TELECOMMUNICATIONS INFRASTRUCTURE, INCLUDING THE INTERNET, AND THAT THE

SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, OR OTHER PROBLEMS INHERENT IN THE USE OF SUCH INFRASTRUCTURE AND TECHNOLOGIES. OPTIBUS IS NOT

RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

11.3. You acknowledge that the Platform will enable or assist you in accessing the website content of, correspond with, or use of the services of certain third-party websites/providers, and you do so solely at its own risk. Optibus makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, or any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website or service is between you and the relevant third party, and not Optibus. Optibus recommends that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party service.

12. Limitation of Liability

12.1. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR INDIRECT,

SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT

LIMITATION, FOR ANY LOST PROFIT OR LOSS RESULTING FROM BUSINESS INTERRUPTION

OR LOSS OF DATA, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. EXCEPT IN CASES OF GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, IN NO EVENT WILL OPTIBUS’ AGGREGATE LIABILITY FOR ANY

AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS

OR ANY SERVICES (WHETHER IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR

OTHERWISE) EXCEED THE AGGREGATE FEES PAID BY YOU TO OPTIBUS UNDER THE RELEVANT SERVICE ORDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION ARISES. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE SECTION 6 ABOVE.

13. Government Customers

13.1. Any United States federal, state, or local government customers are subject to the Agency Amendment attached below, in addition to these Terms.

14. Term and Termination

14.1. The Services provided under these Terms shall commence on the Effective Date and shall be provided for the subscription period defined in the Service Order (the “Initial Term”). This Agreement shall automatically renew for successive terms equivalent to the Initial Term (“Renewed Term”), unless

either Party provides written notice, by its authorized representative, of its intent to terminate the Agreement at least ninety (90) days prior to the end of the then-current term.

Upon each renewal, the subscription fees under the applicable Service Order, shall automatically increase by an amount equal to five percent (5%) multiplied by the number of years in the Agreement term (i.e., 5% for each year of the Initial Term or Renewed Term, as applicable).

Notwithstanding the foregoing, Optibus reserves the right to negotiate different pricing levels or models at the time of renewal, which shall be mutually agreed upon in writing by both Parties.

14.2. Either Party may terminate a Service Order for cause: (a) upon 30 days’ prior written notice to the other Party of a material breach of these Terms (including breach of any terms stated in the relevant Service Order), if such breach remains uncured at the expiration of such period; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

14.3. Upon expiration or termination of these Terms for any reason, any and all licenses and rights granted to you shall cease and you shall immediately cease all use of the Platform and Services and shall delete and purge all traces of the Services from your systems and custody. Each Party shall return or destroy all copies of the Confidential Information of the other Party in its possession, custody or control, and, in the case of destruction, upon receipt of written request from the disclosing Party, certify such destruction in a written notice to the disclosing Party.

Sections 4-6, 10-13, 14.3 and 16 shall survive the termination or expiration of these Terms.

15. Support and Training

15.1. During the Term, you will be entitled to receive Optibus’ standard customer support services (“Support Services”) 9:00 a.m. to 5:00 p.m. ET, Monday-Friday during standard business days, in connection with the Services, as well as emergency technical support on a 24/7 basis, all in accordance with the Service Level Agreement (“SLA”) attached to these Terms as Annex A. You may be entitled to receive enhanced Support Services in the event such are included under an applicable Service Order.

15.2. During the Term, Optibus shall make available to you, upon written request, such on-site (at your premises) training services as generally made available by Optibus to its customers, for a separate training service fee stated in the Service Order. You undertake that you will provide Optibus with all necessary cooperation and access to information in relation to these Terms as may be required by Optibus in order to render the Support Services, including with respect to Customer Data, security access information, and configuration services. In the event of any delays in your provision of such assistance as agreed by the Parties, Optibus may adjust any agreed timetable or delivery schedule as reasonably necessary.

16. Miscellaneous

16.1. Any notice provided pursuant to this Terms shall be in writing and shall be sent to the addresses of the Parties set forth in the Service Order, by registered mail, or facsimile with telephone confirmation, or e-mail with notice of receipt requested. Nothing in these Terms shall in any way be construed to constitute you or Optibus as an agent, partner, joint-venturer, employee, or representative of the other, and both you and Optibus shall remain independent contractors. Nothing in this Agreement shall be construed as creating any exclusive arrangement between the Parties and Optibus will be free, during and after the Term, to engage or contract with any third parties for the provision of services similar to, or the same as, the Services.

You may not assign these Terms or any Service Order or an interest in them to another individual or entity without the prior written consent of Optibus. Subject to the foregoing, these Terms shall bind and inure solely and exclusively to the benefit of the Parties hereto and their successors and assigns, and not to the benefit of any third party whatsoever. You agree that Optibus may use your name and/or logo on Optibus' website and in Optibus' promotional materials as a user of the Services. Each of you and Optibus will be excused for delays in performing or from its failure to perform hereunder (other than an obligation to make a payment of money when due) to the extent that the delays or failures result from causes beyond the reasonable control of such Party; provided that, in order to be excused from delay or failure to perform, such Party must inform the other Party of the reason for such delay or failure and act diligently to remedy the cause of the delay or failure. No waiver by either you or Optibus of any breach of these Terms will constitute a waiver of any other breach of the same or other provisions of these Terms. No waiver by either You or Optibus will be effective unless made in writing and signed by an authorized representative of that Party. These Terms (including reference to information contained in a URL or referenced policy), together with any outstanding Service Order executed pursuant thereto, constitutes the entire agreement and understanding of you and Optibus relating to the subject matter hereof. These Terms supersedes all prior written and oral agreements and all other communications between you and Optibus. If any provision in these Terms is found by a competent court to be invalid or unenforceable under any circumstance, its application in any other circumstance and the remaining provisions of these Terms will not be affected thereby. Unless designated as replacing a specific outstanding Service Order, a new Service Order will be considered to be in addition to a then-outstanding Service Order.

16.2. Optibus may modify the terms and conditions of these Terms (including related policies) from time to time, with notice given to you by email, through the Platform or Services, or through posting updated terms to our website. Together with such notice, Optibus will specify the effective date of any modifications. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date noted above and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.

16.3. These Terms and any relevant Service Order and any claim arising from these Terms or any relevant Service Order will be governed by and interpreted in accordance with the laws of the State of New York, without regard to the conflicts of laws provisions thereof, and the Parties agree that the state and federal courts located in New York County, New York, shall have exclusive jurisdiction to determine all disputes arising out of or relating to these Terms.

For information, questions, or notification of errors, please contact Optibus:

If you have any questions (or comments) concerning the Terms, you are most welcomed to send Optibus an e-mail at: [email protected], and we will make an effort to reply within a reasonable timeframe. _________________________
By: __________________________
_____________________________
Optibus Inc.

By: __________________________

AGENCY AMENDMENT
This Agency Amendment (“Amendment”) modifies the Optibus Terms of Use (the “Terms”) and applies to Optibus’ United States federal, state, and local government customers (hereinafter “Agency”) only.

Agency and Optibus agree to modify the Terms only to the extent required to accommodate any statutory restrictions or obligations that apply, without exception, to the Terms. Accordingly, the Terms are hereby modified as set forth below as it pertains to use of the Platform and Services by Agency. Optibus may update or modify this Amendment from time to time as set forth in the Terms.

All capitalized terms not defined in this Amendment have the meanings given to them in the Terms. Except as expressly set forth herein, all of the terms and conditions of the Terms shall remain in full force and effect.

1. Commercial Items. The Optibus Platform and Services (together, “Products”), Documentation, and related services are commercial in nature and available in the open marketplace. The Products, Documentation, and related services are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, and all software provided by Optibus is "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are defined at 48 C.F.R. §252.227-7014(a)(5) and 48 C.F.R. §252.227-7014(a)(1), and used in 48 C.F.R. §12.212 and 48 C.F.R. 227.7202, as applicable. All sales to Agency shall be consistent with 48 C.F.R. §12.212, 48 C.F.R. §252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-14, and other relevant sections of the Code of Federal Regulations, as applicable. The Products, Documentation, and related services are licensed to Agency with only those rights as granted to all other customers, according to the terms and conditions contained in the Terms.

2. Government Purpose. Agency’s use of the Products, Documentation, and related services under the Terms as amended herein shall only be for a governmental purpose. Any private, personal, or nongovernmental purposes shall result in the waiver of this Amendment and the terms and conditions of the Terms shall apply without modification.

3. Indemnification, Liability, Statute of Limitations. Any provisions in the Terms imposing indemnification by Agency are hereby waived and shall not apply except to the extent expressly authorized by applicable law. Liability for any breach of the Terms as modified by this Amendment or any claim arising from the Terms as modified by this Amendment, shall be determined under the Contract Disputes Act, the Federal Tort Claims Act, or other governing federal or state authority. Federal Statute of Limitations provisions or, if applicable, state statute of limitations, shall apply to any breach or claim. In

the event of a dispute between the Parties, Agency agrees that Optibus shall have standing and direct privity of contract to bring a claim directly against Agency in a court of competent jurisdiction or an agency board of contract appeals.

4. Governing Law. Any terms regarding choice of law and venue in the Terms are hereby waived. The Terms and this Amendment shall be governed by, and interpreted and enforced in accordance with, the laws of the state in which Agency is established without reference to conflict of laws principles. The laws of the State of New York will apply in the absence of such applicable law.

5. Intellectual Property Ownership. Except as expressly stated in the Terms, no rights to any derivative works, inventions, products or product modifications, or documentation are conferred to Agency or any other party. All such rights belong exclusively to Optibus.

6. Publicity Rights. Optibus may identify Agency as a customer in its promotional materials to the extent permitted by GSAR 552.203-71-RESTRICTION IN ADVERTISING. Optibus will not suggest that Agency endorses the Products but only that Agency is an Optibus customer. Agency may request that Optibus stop doing so by submitting an email to the applicable contact address set forth in the Terms.

Optibus will make reasonable commercial efforts to promptly process Agency’s request.

7. Order of Precedence. If there is any conflict between this Amendment and the Terms, or between this Amendment and other terms, rules, or policies on the Optibus website or otherwise related to our Products or related services, this Amendment shall prevail.

8. No Additional Terms. Agency hereby acknowledges and agrees that other than the Mandatory Provisions expressly set forth in Section 9 below, no other linked, click-acceptance or other terms and conditions presented or otherwise provided with Agency’s Service Order or other ordering document (“Additional Terms”) will be binding on Optibus, even if acceptance of the Service Order requires an affirmative “acceptance” of such Additional Terms. Any Additional Terms are hereby deemed rejected by Optibus in their entirety and shall be of no force or effect.

9. Mandatory Provisions. Optibus acknowledges that certain public agencies and authorities are bound to contract with their vendors and suppliers under specific terms and conditions mandated by United States federal, state, and local municipal laws and regulations (“Mandatory Provisions”). To the extent that any Mandatory Provisions are applicable to Agency and to the engagement of the Parties under the Terms, this Amendment, and applicable law, such Mandatory Provisions will be set forth below:

Agency Mandatory Provisions:

Annex A
Service Level Agreement
This Service Level Agreement (“SLA”) pertains to the service level that you are entitled to receive from Optibus in accordance with Section 15 of the Terms, of which this SLA is a part, with respect to the access and use of the Optibus Platform and related Services as described therein.

1. Definitions

a) “Business Day” means Monday through Friday (other than public holidays in the United States) when banks in the United States are open for business.
b) “Business Support Hours” means 9:00AM to 8:00PM ET, during a Business Day. c) “Fault” means an error or failure in the Services to operate in all material respects with the thenapplicable Services’ Documentation. d) “Helpdesk” means the point of contact that Optibus makes available to you for resolution of Faults as set out in this SLA.

2. Support Services
a) Customer may contact the Helpdesk and submit Faults using one of the following communication channels:
• The Support function included within the Platform’s user interface. • E-mail: [email protected]
The Support Services shall be provided only in the English language. b) When a new Fault is a properly submitted to the Helpdesk, the Helpdesk shall use reasonable commercial efforts to try to identify the origins of the Fault and to respond to you within the time periods specified in the table below, according to the Fault’s severity level. A Fault’s severity level may be reevaluated upon submission of a workaround.

Severity
Level
Description Examples Coverage Response
Time
Workaround/
Resolution
Time
1 - Urgent The Optibus
Platform is down,
preventing the
Customer from
accessing and using
the Services.
● A failure of
connecting the
system
● Substantial data
loss
24/7 Within 1
Business
Support
Hour
1 Business
Day

c) For the purposes of the table above:
i) Response time: duration between the time from the Fault being reported by Customer or detected by Optibus, until the time that the on-call engineer has begun to work on the Fault. ii) Resolution time: duration from ticket creation to deployment of a fix or workaround (or availability of the Service to Customer). A Fault is considered as “resolved” once the Services substantially performing in conformity with the then-current Services Documentation.

3. Availability. The Services will be available 99% of the time measured monthly, excluding periods of regularly scheduled maintenance (“Scheduled Downtime”). If Optibus requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Any downtime resulting from outages of third-party connections or utilities or other reasons beyond Optibus' control will also be excluded from any such calculation.

4. SLA Exclusions. Optibus’ obligations hereunder are based on and subject to the Customer: (i) complying with Optibus’ instructions, if any, for performing any corrective action; and (ii) maintaining the connectivity (with acceptable bandwidth) of the Customer’s workstations to the main internet source, as well as creating and maintaining firewall definitions and opening required ports that permit access to the Services. The following shall not be considered within the definition or calculation of downtime: (i) Scheduled Downtime; (ii) Services unavailability that is attributable to: (a) causes beyond Optibus’ reasonable control or the performance of any third party hosting provider or communications or internet 2 - High A critical
functionality in the
Platform is not
working, preventing
the Customer from
working
● Can’t access a
specific schedule
● Some loss of
data
During
Business
Support
Hours
Within 1
Business
Day
7 Business
Days
3 - Medium A product
functionality is not
working, but work
can still be done
● Critical errors
which have a
workaround
● Repeated errors
in manual
editing
● Integrations/exp
ort/Import issues
During
Business
Support
Hours
Within 1
Business
Day
N/A
4 - Low Issues that aren’t
related to the main
workflow (e.g.

KPIs not correct,
colour issues etc.)
● Non-critical
features which
do not work
properly
● Cosmetic issues
● New feature
request
During
Business
Support
Hours
Within 1
Business
Day
N/A

service provider; (b) any actions or omissions of the Customer or any third party acting on its behalf; (c) Customer’s or any third party’s equipment or software; and/or (d) the suspension and termination of Customer’s right to use the Services in accordance with the Terms; and (iii) separate instances of Services unavailability of less than five (5) minutes duration each.

5. General Support Terms. Optibus obligations under this SLA do not include on-site services or training. On-site implementation services and/or training services shall be provided to Customer by Optibus subject to an additional fee.

ITEM # 23

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 AMENDMENT NO. 2 TO AGREEMENT NO. 4180 WITH KIMLEY-HORN AND ASSOCIATES, INC. TO EXTEND THE

COMPLETION DATE FOR BUS STOP IMPROVEMENT PROJECT

CONSULTING SERVICES AND APPROVE ISSUING A BUS STOP

INFRASTRUCTURE INSTALLATION AND RELATED CONSTRUCTION

REQUEST FOR PROPOSALS (RFP)
DATE: June 25, 2025
RECOMMENDATIONS:

It is recommended that the City Council:

1. Approve Amendment No. 2 to Agreement No. 4180 with Kimley-Horn and Associates, Inc. (Kimley-Horn & Assoc.), extending the agreement term by six (6) months from June 30, 2025, to December 31, 2025, for Bus Stop Improvement Project (BSIP) Consulting Services; and

2. Authorize the City Manager and/or his designee to execute Amendment No. 2 on behalf of the City of Montebello (City); and

3. Approve issuing a Bus Stop Infrastructure Installation and Related Construction Request for Proposals (RFP) in July 2025; and

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

FISCAL IMPACT:

There is no fiscal impact associated with approving Amendment No. 2 to Agreement No. 4180. The amendment allows Kimley-Horn & Associates to complete all outstanding deliverables outlined in the original scope of work. The preparation and release of the RFP will be completed by staff and does not require additional funding. Once a vendor is selected for the award, the City Council may be requested to consider approving an agreement and amend the Transportation Department’s Fiscal Year 2025-26 adopted

CITY COUNCIL AGENDA REPORT - MEETING OF JUNE 25, 2025

operating budget as needed to appropriate funds.

BACKGROUND/DISCUSSION:

On February 28, 2024, the City entered into Agreement No. 4180 (Attachment A) with Kimley-Horn & Assoc. to provide the City with Bus Stop Improvement Project (BSIP) Consulting Services. Kimley-Horn & Assoc. is providing an in-depth analysis of Montebello Bus Lines’ (MBL) bus stop infrastructure. This entails conducting a comprehensive survey and inventory of all bus stops within MBL’s transit system. It also features several custom bus stop typologies, and a section recommending amenity improvements based on the consultant’s analysis. Kimley-Horn & Assoc. structured the project around five (5) key tasks, each marking significant milestones within the project, as follows:
• Task 1: Bus Shelter Inventory
• Task 2: Design Recommendations
• Task 3: Amenity Recommendations
• Task 4: Bus Stop Assessment for BSIP
• Task 5: Plan and Design Development for Construction
On February 26, 2025, the City Council approved Amendment No. 1 to Agreement No. 4180 (Attachment B), that extended the agreement term by four (4) months from February 28, 2025, to June 30, 2025. The extension was requested to allow the consultant additional time to complete the ongoing work related to amenity recommendations and ensure that MBL has a cemented bus shelter build-out plan in place that keeps MBL dedicated to providing superior transportation services. While progress was made, the complexity of Task 5 required the coordination of internal stakeholder input, and the preparation of the RFP, which requires additional time to complete the scope of work.

Since additional time is required to finalize the remaining deliverables and ensure the quality and completeness of the overall study, staff recommend that the City Council consider approving Amendment No. 2 to Agreement No. 4180 to extend the term by six (6) months -- through December 31, 2025 -- and approve issuing a bus stop installation and related construction RFP. With the City Council not convening again until August 13, 2025, staff intends to release the RFP in mid-July to maintain progress toward key project milestones.

ENVIRONMENTAL:

N/A
ANALYSIS:

N/A

CITY COUNCIL AGENDA REPORT - MEETING OF JUNE 25, 2025

SUMMARY:

Staff recommend that the City Council approve Amendment No. 2 to Agreement No. 4180 (Attachment C) with Kimley-Horn & Assoc., to extend the completion date for BSIP Consulting Services from June 30, 2025, to December 31, 2025; authorize the City Manager and/or his designee to execute Amendment No. 2 on the City’s behalf; approve issuing a Bus Stop Infrastructure Installation and Related Construction RFP; and take such additional, related, action that may be desirable.

ATTACHMENT(S)

1. Attachment A – Agreement No. 4180 with Kimley-Horn & Assoc.

2. Attachment B – Amendment No. 1 to Agreement No. 4180

3. Attachment C – Proposed Amendment No. 2 to Agreement No.4180

ATTACHMENT A

ATTACHMENT B

CITY OF MONTEBELLO
AMENDMENT NO. 2
TO AGREEMENT NO. 4180
WITH KIMLEY-HORN AND ASSOCIATES, INC.

This Amendment No. 2 to Agreement No. 4180 (“Amendment No. 2”) is made and entered into as of the 25 day of June 2025 (“Effective Date”), by and between the City of Montebello, a California municipal corporation duly organized and existing under the law of the State of California (“City”), and Kimley-Horn and Associates, Inc., an out of state corporation registered to do business in California, (“Contractor”). City and Contractor are sometimes hereinafter referred to collectively as the “Parties”.

RECITALS
WHEREAS, City and Contractor are Parties to that certain Contract Agreement No. 4180 to provide a detailed analysis of the entire MBL bus stop infrastructure by conducting a comprehensive survey and inventory of all bus stops within and beyond the City’s jurisdiction, while also providing design and amenity recommendations for potential improvements, including associated costs with an “Effective Date” of February 28, 2024 (“Agreement”), pursuant to which City contracted with Contractor to provide services as defined in the Agreement; and
WHEREAS, on February 26, 2025, the City Council approved Amendment No. 1 to Agreement No. 4180 to extend the agreement term by four (4) months, from February 28, 2025, to June 30, 2025, to allow the Consultant additional time to complete work related to amenity recommendations; and
WHEREAS, Section 3 (“Term”); the Parties each being mutually satisfied with the other's performance thereof, hereby desire to extend the term of the Agreement to, and including, December 31st, 2025, as authorized by Section 3 of the Agreement; and WHEREAS, Section 25 (“Entire Agreement”) of the Agreement allows for amendments to the Agreement by a writing executed by the Parties; and NOW, THEREFORE, based upon the foregoing recitals, which the Parties agree are true and correct, and for good and adequate consideration the receipt and adequacy of which is acknowledged by the Parties, the Parties agree as follows:

AMENDMENT
SECTION 1. RECITALS. The above-referenced Recitals constitute a material part hereof and shall hereby be incorporated by reference.

ATTACHMENT C

AMENDMENT NO. 2 TO AGREEMENT NO. 4180

SECTION 2. EXTENSION OF TERM. Through this Amendment No. 2, the Parties hereto agree to extend the term of the Agreement from June 30th, 2025, to December 31
st, 2025, as authorized under Section 3 of the Agreement.

SECTION 3. INCORPORATION OF REMAINING TERMS. Other than as expressly modified in this Amendment No. 2 with respect to the term of the Agreement, all remaining terms, conditions, and provisions of the Agreement, and the entirety thereof, shall remain in full force and effect, and is incorporated fully herein by this reference.

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 to Agreement No. 4180 to provide a detailed analysis of the entire MBL bus stop infrastructure by conducting a comprehensive survey and inventory of all bus stops within and beyond the City’s jurisdiction, while also providing design and amenity recommendations for potential improvements, including associated costs as of the day and year first above written.
(“CITY”)
CITY OF MONTEBELLO, a California
municipal corporation
By:

Raul Alvarez, City Manager
(“CONTRACTOR”)
Kimley-Horn and Associates, Inc
By:

Gregory S. Kyle, AICP,
Senior Vice President
ATTEST:

By:

Christopher Jimenez, City Clerk
APPROVED AS TO FORM:

By:

Arnold M. Alvarez-Glasman,
City Attorney

ITEM # 24

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: ADOPT RESOLUTION NO. 25-46 APPROVING MONTEBELLO BUS LINES’ (MBL) FISCAL YEARs 2025-26 AND 2026-27 FREE-FARE DAY

PROGRAM
DATE: June 25, 2025
RECOMMENDATIONS:

It is recommended that the City Council:

1. Adopt Resolution No. 25-46 approving Montebello Bus Lines (MBL) Fiscal Years 2025-26 and 2026-27 Free-Fare Day Program; and

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

FISCAL IMPACT:

The fiscal impact of the proposed Free Fare Schedule is best calculated by averaging the average daily fare revenue for FY 2023-24, 2024-25, and 2025-26, as follows:

By applying the fare revenue averages for FY 2023-24 – 2025-26, for seventeen (17) Free-Fare days, the total cost for MBL’s proposed Free-Fare Day Program is approximately $51,353 for FY 2025-26 and approximately $57,771 for FY 2026-27.

CITY COUNCIL AGENDA REPORT - MEETING OF JUNE 25, 2025

BACKGROUND/DISCUSSION:

In FY 2020-21, MBL began collaborating with neighboring transit agencies to waive fares on designated days to honor holidays and raise awareness for important events (known as “Free-Fare Days”). The Free-Fare Days program waives fares on designated dates for all passengers, including passengers transferring from a participating neighboring agency to MBL. By participating in Free-Fare Days, MBL promotes environmental awareness by recognizing Clean Air Day and Earth Day while providing superior service and rewards to loyal passengers.

ENVIRONMENTAL:

N/A
ANALYSIS:

By continuing to offer Free-Fare Days, MBL will partner with other Los Angeles County transit agencies, including the Los Angeles County Metropolitan Transportation Authority (Metro), to improve customer experience while commemorating key holidays. In addition, MBL can promote initiatives such as Earth Day, California Clean Air Day, and Transit Equity Day, reward loyal riders, and attract new riders to use the agency’s services. For FY 2025-26 and FY 2026-27, MBL will also join other transit agencies in observing Transit Equity Day, a National Day of Action honoring civil rights leader Rosa Parks, who protested to end segregated seating on public buses.

The proposed Free-Fare Days include:
• November 4, 2025 (Municipal Election)
• November 27, 2025 (Thanksgiving)
• December 24, 2025 (Christmas Eve)
• December 25, 2025 (Christmas Day)
• December 31, 2025 (New Year’s Eve)
• January 1, 2026 (New Year’s Day)
• February 4, 2026 (Transit Equity)
• April 22, 2026 (Earth Day)
• October 7, 2026 (Clean Air Day)
• November 3, 2026 (General Election)
• November 26, 2026 (Thanksgiving)
• December 24, 2026 (Christmas Eve)
• December 25, 2026 (Christmas Day)
• December 31, 2026 (New Year’s Eve)
• January 1, 2027 (New Year’s Day)
• February 4, 2027 (Transit Equity)
• April 22, 2027 (Earth Day)

CITY COUNCIL AGENDA REPORT - MEETING OF JUNE 25, 2025

If approved, these days will be recognized as MBL’s FY 2025-26 and FY 2026-27 FreeFare Days.

SUMMARY:

Staff recommend that the City Council consider adopting Resolution No. 25-46 (Attachment A), approving MBL’s FY 2025-26 and FY 2026-27 Free-Fare Day Program; and take such additional, related action that may be desirable.

ATTACHMENT(S)

1. Attachment A – Resolution No 25-46

ATTACHMENT A
RESOLUTION NO. 25-46

RESOLUTION OF THE CITY OF MONTEBELLO, CALIFORNIA,
ADOPTING THE FISCAL YEARS 2025-2026 AND 2026-2027 FREE

FARE SCHEDULE FOR MONTEBELLO BUS LINES

RECITALS
WHEREAS, the City of Montebello (the “City”), as a transit bus owner by and through Montebello Bus Lines provides transportation services to residents of Montebello and neighboring cities; and
WHEREAS, Montebello Bus Lines’ neighboring transit partner, the Los Angeles County Metropolitan Authority (“Metro”), regularly waives fares during certain holidays; and
WHEREAS, many passengers transfer between Montebello Bus Lines and Metro services during such free-fare days; and
WHEREAS, waiving fares during these coordinated and designated “Free-Fare Days” improves morale, encourages new ridership, raises attention to critical issues; and WHEREAS, fares make up only a small fraction of the total revenue generated by public transit agencies; therefore, the implementation of Free-Fare Days will not detrimentally affect the Montebello Bus Lines’ overall yearly revenue; and WHEREAS, to streamline Montebello Bus Lines’ Free-Fare Days with Metro’s own, adoption of the Free Fare Schedule for the Fiscal Years 2025-2026 and 2026-2027, is hereby required.

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

SECTION 1: Approvals and Certifications

1. Montebello Bus Lines will waive passenger fares for the following days in Fiscal year 2025-2026:
• November 4, 2025 (Municipal Election)
• November 27, 2025 (Thanksgiving)
• December 24, 2025 (Christmas Eve)
• December 25, 2025 (Christmas Day)
• December 31, 2025 (New Year’s Eve)
• January 1, 2026 (New Year’s Day)

RESOLUTION NO. 25-46

• February 4, 2026 (Transit Equity)
• April 22, 2026 (Earth Day)

2. Montebello Bus Lines will waive passenger fares for the following days in Fiscal year 2026-2027:
• October 7, 2026 (Clean Air Day)
• November 3, 2026 (General Election)
• November 26, 2026 (Thanksgiving)
• December 24, 2026 (Christmas Eve)
• December 25, 2026 (Christmas Day)
• December 31, 2026 (New Year’s Eve)
• January 1, 2027 (New Year’s Day)
• February 4, 2027 (Transit Equity)
• April 22, 2027 (Earth Day)

3. The above dates will be formally known as the Montebello Bus Lines’ “Fiscal Year 2025-2026 Free Fare Schedule” and “Fiscal Year 2026-2027 Free-Fare Schedule” allowing City staff to further coordinate and implement necessary marketing activities in advance of the promotional dates.

4. Where reasonably necessary, the Montebello Bus Lines’ Director is authorized to make necessary modifications, adjustments, and/or changes to the Fiscal Years 2025-2026 and 2026-2027 Free-Fare Schedules, provided such modifications, adjustments, and/or changes are done for a good cause, and advance notice is given to riders of the proposed changes.

SECTION 2: 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 THIS 25TH DAY OF JUNE 2025.
_______________________________
Salvador Melendez, Mayor

RESOLUTION NO. 25-46

ATTEST: APPROVED AS TO FORM:

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

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 the foregoing Resolution No. 25-46 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 meeting of said Council held on the 25th day of June 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

ITEM # 25

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 ISSUING REQUEST FOR PROPOSALS NO. 25-12 FOR

TEMPORARY HYDROGEN REFUELING STATION SERVICES
DATE: June 25, 2025
RECOMMENDATIONS:

It is recommended that the City Council:

1. Approve issuing a Request for Proposals No. 25-12 for Temporary Hydrogen Refueling Station (THRS) services; and

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

FISCAL IMPACT:

There is no fiscal impact to issue RFP No. 25-12 (Attachment A) for a Temporary Hydrogen Refueling Station (THRS) (Attachment A). Once a vendor is selected for the award, the City Council may be requested to consider approving an agreement and amend the Transportation Department’s Fiscal Year 2025-26 ]operating budget as needed to appropriate necessary funds. Subsequent fiscal year budgets will be developed to incorporate the necessary appropriations for this service.

BACKGROUND/DISCUSSION:

The City of Montebello, Montebello Bus Lines (MBL), is soliciting proposals from qualified vendors to provide a Temporary Hydrogen Refueling Station (THRS). MBL is currently in Phase 1 of its Zero-Emission (ZE) Bus Facilities and Fleet Transition Plan, which is focused on transitioning MBL’s fleet of transit buses to ZE technology.

On February 28, 2024, the City Council awarded Agreement No. 4183 (Attachment B) to New Flyer of America, Inc. to purchase three (3) Fuel Cell Electric Buses (FCEBs). The

CITY COUNCIL AGENDA REPORT - MEETING OF JUNE 25, 2025

buses are expected to be fully built and received by the end of the calendar year. To fuel these buses, MBL intends to install a THRS for the FCEBs until a permanent fueling solution is built. This THRS will have the capacity to fuel up to six FCEB’s, ensuring that MBL can meet operational needs during the transition period.

The goal of RFP No. 25-12 (Attachment A) is to identify a qualified vendor to furnish, install, operate, and maintain a THRS capable of fueling up to six (6) FCEBs. Therefore, staff recommend that the City Council approve issuing RFP No. 25-12, to solicit proposals from qualified vendors to assist MBL with procuring and installing a THRS. A selection process will be used to evaluate proposals based on various qualitative components and award an agreement based on a combination of price and qualitative considerations.

Qualitative considerations include a management plan, quality of proposed personnel, qualifications and experience, and technical approach. MBL is particularly interested in a vendor that possesses the experience required to maintain a THRS and deliver objective and measurable results.

ENVIRONMENTAL:

N/A
ANALYSIS:

N/A
SUMMARY:

Staff recommend that the City Council approve issuing RFP No. 25 –12, attached hereto in substantial form (Attachment A), for a Temporary Hydrogen Refueling Station; and direct staff to take such additional related, action that may be desirable.

ATTACHMENT(S)

1. Attachment A - RFP No. 25-12

2. Attachment B - Agreement No. 4183 – New Flyer of America, Inc

City of Montebello
REQUEST FOR PROPOSALS (RFP) RFP 25-12

TEMPORARY HYDROGEN REFUELING SOLUTION
JUNE 26, 2025

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

ATTACHMENT A

RFP No. 25-12
2 Montebello Bus Lines

TABLE OF CONTENT
Section Page(s)
INTRODUCTION 4
COVER LETTER 5
TIMETABLE & SCHEDULE OF EVENTS 6
PROPOSAL SUBMISSION CHECKLIST 7
SECTION 1 - INSTRUCTIONS TO PROPOSERS 8
Proposal Format and Submittal
Examination of Proposal Documents
SECTION 2 - GENERAL TERMS AND CONDITIONS 9-18
Addenda
Clarifications
Discrepancies and Misunderstandings
Withdrawals of Proposal
References
Proposal Signatures
Pre Contractual Expenses
City of Montebello Rights
State Credentials and Taxes
Responsibility for Compliance with Legal Requirements
Confidentiality and Public Record
Joint Offers
Company Personnel
Single Proposal Response
Protest Procedures
Incorporation of Proposal into Agreement
Time of Completion
Payment
Contract Documents
Scope of Contract
Performance of Work
Award of Contract
Point of Contact
Evaluation of Proposals
Proposal Evaluation Criteria
SECTION 3 - OTHER REQUIREMENTS 18-20
Licensing and Permit Requirement
Liquidation Damages
Bond Requirements
SECTION 4 – FTA REQUIREMENTS 20

RFP No. 25-12
3 Montebello Bus Lines
SECTION 5 – SCOPE OF WORK 20-35
SECTION 5 - QUALIFICATIONS 35-36
SECTION 6 - FORM OF CONTRACT 36-47
SECTION 7 - FORMS AND CERTIFICATIONS 47
Letter of Transmittal 47-62

EXHIBITS
Exhibit A - Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution
Exhibit B – References
Exhibit C – Insurance
Exhibit D – Cost Proposal Sheet
Exhibit E – Statement of Disadvantaged Business Enterprise Participation Exhibit F – Bidder’s List of Subcontractor (DBE and Non- DBE) Exhibit G – Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions
Exhibit H – Performance Guarantee Certification
Exhibit I – Performance Bond
Exhibit J – Irrevocable Standby Letter Of Credit Certificate Exhibit K – Bank Draft

RFP No. 25-12
4 Montebello Bus Lines

INTRODUCTION
The City of Montebello (City) is soliciting proposals from highly qualified contractors to provide a temporary hydrogen refueling solution (THRS) for Montebello Bus Lines (MBL).

This includes provision of equipment, THRS installation services, THRS maintenance, and fuel supply services necessary for the operation of the buses until a permanent station is commissioned. The THRS is expected to be fully commissioned and available to MBL for fueling 3 buses in late 2025. The fleet may grow to up to six buses before a permanent hydrogen fueling station is installed at MBL. After the permanent station is commissioned, the THRS will be decommissioned by the contractor and removed from the property. MBL is expecting a compact, integrated solution that will meet the fueling performance requirements of an FCEB fleet of six buses while minimizing the amount of fixed permanent infrastructure installed at the site. It is essential for the city to have a reliable fuel source as it transitions to zero-emission technology to ensure the city provides dependable and sustainable public services to the residents of Montebello and neighboring communities
The city operates MBL to provide reliable and efficient public transportation services to the residents of Montebello and neighboring communities. As the third-largest municipal bus system in Los Angeles County, MBL proudly serves 1.8 million passengers a year 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.

As of 2025, MBL operates a fleet of sixty-six buses, inclusive of a contingency reserve fleet of seventeen buses. MBL strives to be at the forefront of efforts to reduce transit fleet emissions and plans for a full transition to zero-emission vehicles by 2040.

Delivery of the three FCEBs is scheduled for mid-September 2025. MBL is currently conducting planning efforts for constructing a large-scale hydrogen fueling infrastructure to support 66 FCEBs.

The city seeks to form a partnership with a vendor committed to delivering exceptional results while adhering to safety and environmental standards. The City reserves the right to delete any item from the contract. In addition, the City reserves the right to reject any or all proposals, to waive information or irregularities to the extent permitted by law in any proposal received, and to be the sole judge of the merits of the respective proposals received.

RFP No. 25-12
5 Montebello Bus Lines
DATE: June 26, 2025
ATTENTION: PROSPECTIVE PROPOSERS
SUBJECT: REQUEST FOR PROPOSAL (RFP) NO. 25-12
TITLE: CITY OF MONTEBELLO and MONTEBELLO BUS LINES

TEMPORARY HYDROGEN REFUELING SOLUTION SERVICE
The City of Montebello (City) and Montebello Bus Lines (MB), invite proposals from fully qualified and experienced contractors, licensed in the State of California, to provide equipment, THRS installation services, THRS maintenance, and fuel supply services necessary for the operation of the City’s up to six hydrogen fuel cell electric buses. The equipment needs to be able to support six buses, but the maintenance and fuel supply services should assume three buses in operation.

The term of the proposed agreement shall be a three year with the option of two (2) additional one-year terms commencing upon the date of execution between the City and the successful vendor.

A Pre-Proposal Meeting will be held on Thursday July 24, 2025. The meeting will convene at 2:00pm Pacific Standard Time in the Transportation Building located at 400 South Taylor Avenue, Montebello. A Facility Walk through will follow the meeting.

It is highly recommended that all potential proposers (“Proposers”) attend this important meeting. All correspondence, communications, and contact concerning any aspect of this solicitation or offers shall be only with the following person [or his designated representative if applicable] (hereinafter, the “City’s Point of Contact”).

Name: Mark Jimenez
Title: Transit Administration Manager
Address: 400 S. Taylor Ave.

Montebello, CA 90640
Telephone: (323) 558-1625 ext.1105
E-mail: [email protected]
Only substantive inquiries will receive a response. All substantive questions submitted in writing as outlined below will be responded to according to the guidelines contained herein. Responses will be in writing and will be provided to all prospective Proposers and placed on the City’s website. Responses to questions or comments regarding this RFP provided by any other department, employee, or City department other than the City’s Point of Contact set forth above shall not be considered valid and the City will not be bound by any such comments or responses. Inquiries received via telephone or orally inperson will not receive a response.

RFP No. 25-12
6 Montebello Bus Lines
Proposals must be received by 2:00pm Pacific Standard Time (PST), on August 14, 2025, and submitted in accordance with the instructions contained in this RFP. No exceptions will be granted regardless of reason or circumstances.

All proposals must contain an original signature by an authorized officer of the company.

The successful proposer will be required to comply with all applicable Equal Opportunity Laws and Regulations. The City hereby notifies all prospective Proposers that the City will require each proposer affirmatively demonstrate that Disadvantaged Business Enterprises are afforded full opportunity to participate in the performance of contracts and sub-contracts financed in part or in whole under this RFP and will not be discriminated against on the grounds of race, color, gender, age, or national origin in consideration for an award.

The City reserves the right to reject any or all proposals, to accept all or any part of any proposal, to waive any informality or minor irregularities in any proposal received to the extent permitted by law and where such action best serves the interest of the City, and to be the sole judge of the merits of the respective proposal received.

The City and MBL is committed to ensuring that no person is excluded from participation in or denied the benefits of its programs and/or services on the basis of race, color or national origin in accordance with FTA Circular 4704.1 and Title VI of the Civil Rights Act of 1964, as amended ("Title VI"). In addition to Title VI, NTS also prohibits discrimination based on sex, age or disability.

Any person who believes he or she has been subjected to discrimination under Title VI can file a complaint with MBL. For more information on MBL’s Civil Rights Program, and the procedures to file a complaint, contact:

Name: John Soria
Title: Director of Transportation
Address: 400 S. Taylor Ave.

Montebello, CA 90640
Telephone: (323) 558-1625, ext. 1315
Fax Number:(323) 887-4643
E-mail: RideMBL.com
You may also contact the Federal Coordination and Compliance Office, Civil Rights Division at the Title VI Hotline: 888-TITLE-06 (888-848-5306) or send a letter to:

U.S. Department of Justice
Civil Rights Division
Federal Coordination and Compliance Section, NWB
950 Pennsylvania Avenue, N.W. Washington, D.C. 20530
More information on Title VI is available from the Justice Department online at www.justice.gov

RFP No. 25-12
7 Montebello Bus Lines
TIMETABLE & SCHEDULE OF EVENTS (30-90 Days)
Scheduled Tasks Scheduled Date
Issuance of RFP Thursday June 26, 2025
Pre-Proposal Meeting Thursday July 24, 2025, 2:00PM PST Deadline to Submit Questions Thursday July 31, 2025, 2:00PM PST Responses to Questions Provided Thursday August 7, 2025 Deadline to Submit Proposals Thursday August 14, 2025, 2:00PM PST Presentations & Intent to Award September/October

PROPOSAL SUBMISSION CHECKLIST
This checklist must be completed and returned with the Proposal. Failure to return this checklist may be cause for considering the Proposal non-responsive.

Description Section/
Page
Proposer
shall initial
1 Proposal Page # 5
2 Letter of Transmittal Page #
3 Licensing, Permits, and Certificates Page #
4 Indemnification and Hold Harmless Agreement and
Waiver of Subrogation and Contribution
Exhibit A
5 References Exhibit B
6 Insurance Exhibit C
7 Cost Proposal Sheet Exhibit D
8 Statement Of Disadvantaged Business Enterprise Exhibit E 9 Bidder’s List of Subcontractor(s) (DBE and Non-DBE) Exhibit F 10 Certification Regarding Debarment, Suspension…. Exhibit G 11 Performance Guarantee Certification Exhibit H
12 Performance Bond Exhibit I
13 Irrevocable Standby Letter Of Credit Certificate Exhibit J 14 Bank Draft Exhibit K

OPTIONAL ITEMS
15 Requests for exceptions or deviations. Page # 8
Company Name:

Name of Proposer initialing document
(print):

Email address of Company Contact:

Signature:

Title:

Date:

RFP No. 25-12
8 Montebello Bus Lines
SECTION 1 - INSTRUCTIONS TO PROPOSERS

PROPOSAL FORMAT AND SUBMITTAL
Proposals can be submitted via the
https://pbsystem.planetbids.com/portal/33072/portal-home Portal (accessed through the City of Montebello’s official website at
https://cityofmontebello.hosted2.civiclive.com/cms/One.aspx?portalId=58756&pageId=8 4839) up to the hour of 2:00PM PST.

All proposals must contain an original signature by an authorized officer of the company.

Proposals received after the above-mentioned date and time will not be considered.

Proposals shall not include a photocopy of the following:
· INSTRUCTIONS TO PROPOSERS,
· QUALIFICATIONS,
· SCOPE OF WORK.

Proposals shall be typed, single-spaced and submitted on 8 1/2“x11” paper. Proposals shall not include any unnecessarily elaborate or promotional material. Proposals may not be modified or corrected after being opened unless an addendum is issued requesting resubmissions. Proposals will not be valid until all information has been verified and proposers’ references have been checked. All proposals shall be accompanied by a completed and signed letter of transmittal provided as a part of this RFP.

All requests for exceptions or deviations because of this RFP shall be clearly identifiable by a separate section of the Proposer’s submitted proposal for review by the City. It shall be the City’s right to accept or reject any portion of the submitted requests.

Proposals shall be submitted in accordance with the form prescribed herein. Failure to respond in this manner may render the proposal non-responsive. Unauthorized conditions, limitations, or provisions attached to a Proposal will render the proposal nonconforming and non-responsive and may cause its rejection. The completed proposal shall be without interlineations, alterations, or erasures. Proposer submitting basic conforming proposals may choose to submit alternate proposals as complete and separate offers, if the alternate proposal offers technical or other improvements or modifications, which are to the overall benefit to the City. Any and all alternate proposals must be submitted in writing and included with the original proposal, conforming to the requirements as stated herein. No verbal modifications will be accepted.

Proposal documents shall be deemed to include by reference each and every one of the following:

1. Request for Proposal (RFP)

2. Addenda to RFP

3. Supplements to RFP

4. All other required forms

RFP No. 25-12
9 Montebello Bus Lines

EXAMINATION OF PROPOSAL DOCUMENTS
By submitting a proposal, proposer represents that: (1) Proposer has thoroughly examined and become familiar with the Scope of Work required under this RFP, (2) Proposer comprehends all conditions that may impact the proposal, (3) Proposer has reviewed all addenda, and (3) Proposer is capable of providing the equipment, goods and services necessary to perform the Scope of Work and/or meet the specifications outlined in this RFP, in a manner that meets the City’s objectives. Failure to examine the documents and inform itself shall be at the proposers’ own risk. A proposer shall have no claim against the City based upon ignorance of or misunderstanding of the RFP documents. Once the award has been made, failure of a proposer to have read all the conditions, instructions and the agreement shall not be cause to alter any term of the agreement nor shall such failure provide valid grounds for a Proposer to withdraw its proposal or to seek additional compensation.

SECTION 2 – GENERAL TERMS AND CONDITIONS

ADDENDA
Any changes made by the city to the requirements in this RFP will be made by written addenda. Any written addenda issued to this RFP shall be incorporated into the terms and conditions of any resulting Agreement. The city will not be bound by any modifications to or deviations from the requirements set forth in this RFP as the result of oral instructions. The City reserves the right to revise or withdraw this RFP at any time and for any reason.

CLARIFICATIONS
Should a proposer require clarifications of this RFP, the proposer shall notify the contact person identified in this RFP in writing. Should the City, in its sole discretion, determine that the point in question is not clearly and fully set forth; the City will issue a written addendum clarifying the matter. Said addendum shall be posted on the https://pbsystem.planetbids.com/portal/33072/portal-home web page.

All questions, clarifications or comments must be submitted to or no later than July 31, 2025, 2:00PM (PST). No questions will be answered individually by the City or Transportation Departments.

Requests for clarification, questions and comments must be clearly posted on the PlanetBids Q & A section. The City is not responsible for failure to respond to a request that has not been submitted in accordance with this section.

Responses by the City to the clarifications, comments and questions will be communicated via PlanetBids. Every attempt will be made to provide responses to all proposers in accordance with the procurement schedule for this RFP. Inquiries received after the deadline will not be accepted and will be returned to the sender without a response.

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Requests for clarifications and questions should be formatted in the following manner:

1. Section

2. Paragraph number

3. Page number

4. Text of passage being questioned

5. Question

DISCREPANCIES AND MISUNDERSTANDINGS
Proposing companies must satisfy themselves by personal examination of any work site, drawings, Scopes of Work and by any other means as they may believe necessary, as to the actual physical conditions, requirements and difficulties under which the work must be performed. No proposing company shall at any time, after submission of the proposal, make any claim or assertion that there was any misunderstanding or lack of information regarding the nature or amount of work necessary for the satisfactory completion of the job. Any errors, omissions, or discrepancies found in any plans, specifications, or other documents provided, shall be called to the attention of the Buyer and clarified prior to the submission of proposals.

WITHDRAWAL OF PROPOSALS
Proposers may withdraw their proposals in writing, provided that such requests are received by the City prior to the scheduled deadline for Proposal submission or within six months following the scheduled deadline for Proposal submission when no contract has been awarded.

REFERENCES
All reference information requested in this RFP and specified in the form included in this RFP must be submitted with the proposal.

At the discretion of the Evaluation Committee, the City may elect to perform site visits at the proposer’s customer locations. These optional site visits will be in addition to any presentations and/or technical demonstrations. Some or all RFP Evaluation Committee members may travel, at City expense, to sites at which finalist proposers are performing like services. The purpose of such visits shall be to provide the evaluation team with an increased understanding of the process and assess the proposer’s implementation and performance.

PROPOSAL SIGNATURES
If an individual makes the proposal, it shall be signed, and the full name and address of the proposer shall be given.

If a partnership makes the proposal, it shall be signed with the partnership name, by a member of the partnership who shall sign by name and the name and address of each partner shall be given.

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If a corporation prepares the proposal, the name of the corporation shall be provided and signed by two (2) duly authorized Officers and, if available, stamped with the corporate seal, and the names and titles of all officers of the corporation shall be given. If a corporation provides a certified letter stating that one (1) duly authorized officer signature is binding for the corporation, this will suffice to omit the second signature requirement in the proposal. The certificate letter is to be included in the proposal accompanied by the Letter of Transmittal.

PRE-CONTRACTUAL EXPENSES
The city will be under no obligation for payment of pre-contractual expenses. Precontractual expenses are defined as expenses incurred by the proposer in:
· Preparing the proposal in response to this request.
· Submitting that proposal to the city.
· Negotiating with the City any matter related to this proposal, and/or · Any other expenses incurred by the Proposer prior to date of award.

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

1. Reject any and/or all proposals for no reason or any reason including but not limited to the following:
a. The proposal is incomplete, non-responsive, obscure, irregular or lacking in necessary detail and specificity.
b. The Proposer, in the sole judgment of the City, lacks the qualifications, experience, and/or responsibility necessary to provide the services. c. The Proposer 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 proposal that, in the opinion of the City, is so unbalanced in comparison to other proposals 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 the proposal.

4. Cancel the entire RFP.

5. Issue subsequent RFPs; and/or

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

STATE CREDENTIALS AND TAXES
The Proposer shall be appropriately licensed in accordance with the laws of the State of California for the work to be performed. The cost for any required licenses and/or permits shall be the responsibility of the successful Proposer. The successful Proposer is liable for any and all taxes due as a result of the contract.

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RESPONSIBILITY FOR COMPLIANCE WITH LEGAL REQUIREMENTS
The Proposer’s products, services, and facilities shall be in full compliance with all applicable Federal, State and local regulations, standards and ordinances, regardless of whether or not they are referred to in the RFP.

CONFIDENTIALITY AND PUBLIC RECORD
All Proposers are hereby put on notice that each Proposal received shall become the exclusive property of the City. Notwithstanding authorized exemptions and privileges, each Proposal shall be subject to disclosure according to the California Public Records Act and/or the Federal Freedom of Information Act. The City shall not in any way be liable or responsible for the disclosure if required to do so by law.

JOINT OFFERS
Where two (2) or more Proposers desire to submit in response to this RFP, they shall do so on a prime-sub contractor basis rather than as a joint venture. The City intends to contract with a single firm and not with multiple firms doing business as a joint venture.

Any proposal submitted on behalf of any form of joint venture or partnership between two (2) existing Proposers may be considered collusive and may be rejected as nonresponsive.

COMPANY PERSONNEL
It shall be the burden of the successful proposer to ensure all personnel possesses qualifications and/or experience. All personnel required in performing the services herein shall be secured at the expense of the successful proposer. Personnel shall not be employees of or have any contractual relationship with the City. Successful proposer’s personnel shall always conduct themselves in a professional manner to all City employees. Rude or discourteous behavior by the successful proposer will not be tolerated and the offense can be justification for termination of contract. All subcontractors of successful proposer shall abide by all the requirements set forth in this section.

SINGLE PROPOSAL RESPONSE
If only one proposal is received in response to this RFP, a detailed cost/price proposal may be requested of the proposer. A cost or cost and price analysis and evaluation and/or audit of the cost may be performed in order to determine if the price is fair and reasonable.

If the City determines a cost analysis is required, proposer 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.

PROTEST PROCEDURES
All protests must be filed in accordance with the following:

1. The protest must be in writing and identify the solicitation (RFP) number.

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2. The protest must be submitted by some return receipt method or guarantee of delivery that insures that the protest was received in a timely manner. The City is not responsible for lost or delayed deliverables.

3. The party’s standing to protest must be identified.

4. Identification of the specific provision, law, regulation, specification, procedure or policy violated.

5. A statement of the relief requested.

Protests related to the content of the RFP shall be received no later than ten (10) days before the Proposal due date. Protests related to matters other than the content of the RFP shall be received no later than five (5) days after proposal opening. If the Protest does not comply with the preceding requirements it may not be evaluated and may be returned to the Protestor.

All protests shall be submitted to the contact person identified in this solicitation. If the solicitation is funded with Federal Transit Administration (FTA) monies, a protest may be filed with the FTA. However, the FTA only accepts protests alleging that a grantee failed to have written protest procedures or did not comply with those procedures or protests that involve a conflict of interest or fraud.

INCORPORATION OF PROPOSAL INTO AGREEMENT
This RFP and the proposer’s response, including all promises, warranties, commitments and representations made in the successful proposal, shall be binding and incorporated by reference in the City’s contract with the successful proposer.

TIME OF COMPLETION
The Contract 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 time period specified in the Request for Proposal. In case the services under the terms of these provisions and related professional contract shall be necessarily delayed because of strike, injunctions, government controls, or by reasons of any cause or circumstances beyond the control of the successful vendor (the “Vendor”), the time of completion shall be extended by a number of days to be determined in each instance by mutual agreement between the Vendor and MBL.

PAYMENT
A separate invoice, referencing the respective purchase order number, shall be issued in duplicate for each invoice shown in the payment schedule, and addressed to: City of Montebello, Attn: Accounts Payable, 1600 West Beverly Boulevard, Montebello, California, 90640.

Payment will be made within thirty (30) days after acceptance and approval of invoice.

Payment Schedule: Monthly
Provide (1) One invoice monthly.

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CONTRACT DOCUMENTS: ORAL CHANGES / CONTRACT TERMINATION Oral Changes: Oral changes and oral change orders are not permitted. All proposed changes must be submitted in writing to, and approved by, MBL prior to becoming a contract modification.

Contract Termination: MBL may terminate any resulting contract for convenience at any time by giving the Vendor five (5) days’ written notice thereof. Upon termination, MBL shall pay the Vendor his allowable cost incurred to date of termination, and those costs deemed reasonably necessary by MBL to affect such termination, determined in accordance with Part 1-

8.705-1 of the Federal Procurement Regulations (41CFR 1-8) or other applicable portion(s) of said Regulations. In addition, MBL shall pay the Vendor a percentage of the project, which relates to contract work accomplished to date of termination. The effective date of termination shall be the date of Notice of Termination.

In the event the Vendor breaches the terms or violates the conditions of the contract, and does not within ten days, thereafter, cure such breach of violation, MBL may immediately terminate the Contract for default. The vendor shall be liable for all costs incurred by MBL because of such default.

SCOPE OF CONTRACT
The Vendor shall provide all services necessary as per the Scope of Work described in this Request for Proposal.

PERFORMANCE OF WORK
It is the intent of these specifications to provide only services of the highest quality. The cost to be quoted and submitted shall include all items of service and any other costs necessary to fully complete the work pursuant to the provisions. It is the aim of these specifications that the Vendor provide complete services of the type prescribed. Any items omitted from such specifications which are clearly necessary for the completion of such services shall be considered a portion of such services, although not directly specified or called for in these specifications. No advantage shall be taken by the Vendor in the omission of any detail which goes to make the services complete, even though such detail is not mentioned in these specifications.

AWARD OF CONTRACT
The contract resulting from this RFP (or the “Agreement”) will be awarded to the responsive and responsible proposer whose proposal, conforming to the requirements of the RFP, is determined to be the most advantageous (“Best Value” as described in the Federal Transit Administration Circular 4220.1F) to the City, based on the Evaluation Criteria. No agreement shall exist until the City Council or the City Manager has awarded the Agreement and it has been mutually executed. The City reserves the right to:
(a) Accept all or any part of a proposal;

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(b) Reject any or all proposals for any reason;
(c) Waive any informality or minor errors to the extent permitted by law; (d) Award the Agreement as the interest of the City may require; (e) Cancel the entire RFP; or
(f) Issue subsequent RFPs.

An Evaluation Committee comprised of MBL staff, in accordance with the proposal Evaluation Criteria set forth in Evaluation Criteria section of this RFP, will evaluate all the proposals. During the evaluation period, the City may interview some or all the proposing firms. Proposers should be aware; however, that award may be made without interviews or further discussions.

The City may negotiate contract terms with the selected proposer prior to award, and expressly reserves the right to negotiate with several Proposers simultaneously and, thereafter, to award a contract to the Proposer offering the most favorable terms to the City. However, negotiations may or may not be conducted with Proposers; therefore, the proposal submitted should contain the most favorable terms and conditions, since the selection and award may be made without discussion with any proposer.

No agreement shall exist until the City Council or City Manager has awarded the Agreement and it has been mutually executed. The City reserves the right to reject any and all proposals for any reason, to waive any informality or minor errors as determined by the City in any proposal and to award the Agreement as the best interests of the City may require. The award, if any, may be made by the City within ninety (90) calendar days after the opening of the proposals.

POINT OF CONTACT
This RFP is issued by the City, and the Administration Manager will be the sole point of contact (“Point of Contact”) during the RFP submission and procurement process.

Communications initiated by respondents to this RFP with members of the City Council, or officers, personnel or employees of the City, other than as coordinated by the Point of Contact, may be grounds for disqualification. Any inquiries or requests 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
Title: Administration Manager
400 South Taylor Ave.

Montebello, CA 90640
(323) 558-1625 ext. 1105
Email: [email protected]
If the Point of Contact determines a response to any such inquiry is warranted, said response will be issued to all prospective Proposers via PlanetBids.com

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EVALUATION OF PROPOSALS
MBL uses a selection process in which proposals contain both price and qualitative components, and award is based upon a combination of price and qualitative considerations. Qualitative considerations may include experience and qualifications, technical approach, quality of proposed personnel, and/or management plan. The award selection is based upon consideration of a combination of technical and price factors to determine the offer deemed most advantageous to MBL.

An evaluation committee will be appointed to review all proposals. The committee will be comprised of MBL staff. Committee members will initially evaluate each proposal using the pass or fail criteria identified herein. Proposers who pass this first stage of testing will progress to the next step in the evaluation.

MBL will evaluate the offers based on the following criteria: Pass/Fail Criteria • Proposer has demonstrated the ability to meet the insurance requirements described in the Agreement. Proof of ability, for example a sample certificate with another agency, or a statement that the proposer can meet the insurance requirements in the RFP should be attached to proposal. • Proposer has demonstrated evidence of good standing. If the proposer is a corporation or limited liability company, provide evidence that it is in good standing in the state of its incorporation/organization and qualified to do business in California. If the Proposer is a partnership or joint venture, provide such evidence for all partners or members. The evidence provided must be in the form of (i) an official certificate of good standing issued by the state of incorporation/organization and (ii) qualification to do business issued by the California Secretary of State. If the proposer is operating under a fictitious name or trade name, provide evidence that the proposer has filed for and/or registered the fictitious name with the county where the proposer’s business is located.

On the completion of the initial Pass/Fail review, the committee will evaluate proposals using the two-step process. Qualitative considerations will be reviewed and scored first without attention to the price. The committee will then present the cost and price proposals and evaluate and score them accordingly. During the qualitative evaluation, the committee, at its sole discretion, may contact any or all the proposers with specific questions or requests for clarification. After both the qualitative and cost/price proposals have been evaluated and scored, the committee will arrive at a “comprehensive proposal score” for each proposal. A list of top-ranked proposals within a competitive range will be developed based upon the total comprehensive scores provided by committee members.

At this time, the committee may decide that the evaluation process is complete and submit a final recommendation to the Director of Transportation.

The committee may ask the proposers to consider the dialog of negotiations and revise their proposals. A deadline will be set for the submission of the revised proposals. If a Proposer is unable to meet the deadline or chooses not to revise its proposal, its existing

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proposal will be rescored along with revised proposals in the same manner as the original proposals.

EVALUATION CRITERIA
The award will be made to the Offeror whose proposal offers the best value to the City.

Proposals that meet the pass/ fail criteria now will be evaluated in accordance with the following criteria:

QUALITATIVE CONSIDERATIONS
The proposer’s Qualitative Proposal will be evaluated based on the following factors, each having the weighted value set forth below (100 potential points in total):
1 Project Management Plan
The proposal shall contain a detailed explanation of the project and not a reiteration of the RFP itself. The information offered should be a compendium of the proposer’s knowledge of the standards outlined in the Scope of Work.
20 points
2 Proposed Project Team
Qualifications and experience of management and staff and other personnel; comprehensiveness of plan and team’s familiarity with the provision of hydrogen refueling services.
10 points
3 Qualifications and Experience
Demonstrate experience completing hydrogen refueling services of the same or similar magnitude. Presentation of a catalog of hydrogen refueling services experience and expertise most advantageous to the City.
25 points
4 Technical Approach
Vendor will submit with their proposal a narrative description of the technical approach to fueling the buses. The narrative description shall include how the system is designed to achieve or exceed the minimum performance requirements, maximize uptime for equipment, minimize fuel supply disruptions, and minimize fuel costs. Understanding of the RFP requirements and illustrating the ability to meet performance objectives, compliance with all technical and administrative requirements, financial viability, accounting, and reporting. 30 points
TOTAL 85
points
Price Considerations
The Price proposals will be evaluated as follows:

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6 Price
The proposer’s price proposal will be compared to the proposal with the Best Value to the City. The best value responsive price will receive the total weighted value for this criterion. This will be inclusive of the equipment, design, installation, fuel, and O&M services. 15 points
TOTAL 15
points
SECTION 3 - OTHER REQUIREMENTS

LICENSING AND PERMITS
The Vendor shall be licensed, bonded, and experienced in performing the services described in the Scope of Work and shall provide evidence of current licensing and permits as required by local, State, and Federal regulations in providing such services.

LIQUIDATION DAMAGES
MBL commits to working cooperatively with the Vendor to resolve personnel and Contract performance challenges as they may arise, however, certain proven contractual violations may result in the assessment of liquidated damages at MBL’s discretion.

Whenever assessed, the Vendor will provide a credit letter in the amount specified to be applied to a subsequent invoice. Each such credit letter will include information concerning the date, time and nature off the violation(s), the amount assessed for each and the total amount credited. Failure to comply with any aspect of the Scope of Work may result in a credit to MBL of $500.

BOND REQUIREMENTS
Bid Guarantee
The Vendors shall furnish a bid guarantee in the form of a bid bond, or certified treasurer’s or cashier’s check issued by a responsible bank or trust company, made payable to the City. The amount of such guaranty shall be equal to 10% of the bid price.

In submitting this bid, it is understood and agreed by the Vendor that the City reserves the right to reject all proposals, or part of any proposal, and it is agreed that the Bid may not be withdrawn for a period of (90) days subsequent to the opening of the proposals, without the written consent of City.

It is also understood and agreed that if the undersigned bidder should withdraw any part or all of his bid within (90) days after the bid opening without the written consent of the City, or refuse or be unable to enter into an agreement as provided above, or refuse or be unable to furnish adequate and acceptable Performance and Payment Bonds, or refuse or be unable to furnish adequate and acceptable insurance, as provided above, it shall forfeit its bid guarantee to the extent City’s damages occasioned by such withdrawal, or refusal, or inability to enter into an agreement, or provide adequate security thereof.

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It is further understood and agreed that to the extent the defaulting Vendor's bid guarantee shall prove inadequate to fully recompense the City for the damages occasioned by default, then the undersigned Vendor agrees to indemnify the City and pay over to the City the difference between the bid guarantee and City’s total damages so as to make City whole.

The undersigned understands that any material alteration of any of the above or any of the material contained herein, other than that requested will render the bid unresponsive (Exhibit H. Performance Bid Guarantee). A copy of the bid bond can be submitted via the https://pbsystem.planetbids.com/portal/33072/portal-home Portal.

Performance Guarantee
A Performance Guarantee in the amount of 75% of the Agreement value is required by the City to ensure faithful performance of the Agreement. Either a Performance Bond or an Irrevocable Standby Letter of Credit shall be provided by the Vendor and shall remain in full force for the term of the Agreement.

The successful Vendor shall certify that it will provide the requisite Performance Guarantee to the City within ten (10) business days from Agreement execution (Exhibit I.

Performance Bond). The City requires all Performance Bonds to be provided by a fully qualified surety company acceptable to the City and listed as a company currently authorized under 31 C.F.R. part 22 as possessing a Certificate of Authority as described hereunder. The City may require additional performance bond protection when the contract price is increased. The increase in protection shall generally equal 100 percent of the increase in the contract price. The City may secure additional protection by directing the Vendor to increase the amount of the existing bond or to obtain an additional bond.

If the Vendor chooses to provide a Letter of Credit as its Performance Guarantee, the City shall furnish with its bid, certification that an Irrevocable Standby Letter of Credit will be furnished should the Bidder become the successful Vendor. The Vendor shall also provide a statement from the banking institution certifying that an Irrevocable Standby Letter of Credit for the action will be provided if the Contract is awarded to the Bidder. The Irrevocable Stand-By Letter of Credit will only be accepted by the City if:

1. A bank in good standing issues it. The City will not accept a Letter of Credit from an entity other than a bank.

2. It is in writing and signed by the issuing bank.

3. It conspicuously states that it is an irrevocable, non-transferable, “standby” Letter of Credit.

4. The City is identified as the Beneficiary.

5. It is in an amount equal to 100% of the Contract first year value. This amount must be in U.S. dollars.

6. The effective date of the Letter of Credit is the same as the effective date of the Contract.

7. The expiration date of the Letter of Credit coincides with the term of this Agreement.

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8. It indicates that it is being issued to support the obligation of the Vendor to perform under the Contract. It must specifically reference the Contract between the City and the Vendor the work stipulated herein.

The issuing bank’s obligation to pay will arise upon the presentation of the original Letter of Credit and a certificate and draft (similar to the attached forms contained in Exhibit J.

Irrevocable Stand-By Letter of Credit Certificate and Exhibit K. Bank Draft) to the issuing bank’s representative at a location and time to be determined by the parties. This documentation will indicate that the Vendor is in default under the Contract.

SECTION 4 – FEDERAL TRANSPORTATION ADMINISTRATION – CLAUSES,

TERMS AND CONDITIONS

INCORPORATION OF FTA TERMS
The following provisions include, in part, certain Standard Terms and RFP 25-12 Temporary Hydrogen Refueling Solution Service 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 contract. 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.

PROPOSER NEEDS TO FILL AND COMPLY WITH FTA REGULATIONS.

SECTION 5 – SCOPE OF WORK
Definitions: Any terms not sufficiently described in the Definition of Terms in this RFP may be found in the U.S. Department of Energy’s Office of Energy Efficiency and Renewable Energy Hydrogen and Fuel Cell Technologies Office glossary at energy.gov/eere/fuelcells/glossary
Authority Having Jurisdiction (AHJ). The local entity that has the authority and responsibility for developing, implementing, maintaining, and overseeing the qualification process within its organization or jurisdiction.

Dispensing Event. Each fueling event will begin with a pressure pulse and a NFPA 2 compliant leak test. The time to complete a dispensing event will be inclusive of all activities between the authorization to dispense, reaching the target pressure, and entering a status to safely disconnect the nozzle.

Temporary Hydrogen Refueling Solution (THRS). A hydrogen refueling solution with

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limited fixed infrastructure that can be easily removed at the end of its deployment. It does not need to be mobile during operations.

Original Equipment Manufacturer (OEM). Generally perceived as a company that produces
parts and equipment that may be marketed by another manufacturer.

State-of-Charge (SOC). The extent to which the bus has been fueled with hydrogen, whereby 100% is defined as 24 grams per liter in the onboard fuel storage system when equilibrated at 350 bar pressure and 15 degrees Celsius (15° C). SOC is defined as the proportional mass attained, as a percentae of mass possible at 100% SOC.

Scope of Work
This section describes the work required from Contractor under this procurement. MBL will work with Contractor to finalize the Agreement. Upon execution of the Agreement, MBL will issue a Notice to Proceed (NTP) to Contractor.

Task 1: Project Management
Contractor must provide project management services throughout the course of the project.

Task 1.1: Kickoff Meeting
A. Contractor, with MBL, shall coordinate and hold an in-person kickoff meeting regarding the THRS. This meeting will be held to review the project scope, schedule, price, roles, and responsibilities. Contractor will propose a plan and schedule to MBL, which will be reviewed and approved prior to Contractor commencing with the preliminary design.

B. Contractor shall examine the project site and acquaint itself with site conditions, existing structures, existing utility lines, roads approaching the site, and all other existing conditions.

Task 1.2: Project Management from Kickoff Meeting through Station Acceptance Contractor shall participate in various project management activities with MBL during the period from Kickoff Meeting to Station Acceptance.

A. Contractor shall participate in on-site meetings with MBL as needed to review site conditions, access requirements, installation progress, and confirmed or potential utility conflicts.

B. A detailed project schedule including equipment delivery and installation milestones must be published to MBL’s satisfaction within two (2) weeks of contract award.

C. Contractor shall be available for a minimum one-hour conference call per week and shall provide status updates and schedule review. This is applicable from initial contract signature through performance testing. Contractor shall provide web conferencing services for each meeting and submit minutes to MBL within one (1) week of each meeting.

D. Contractor shall provide all necessary submittals, equipment drawings, and

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installation schedules to MBL required for the completion of the project.

E. Contractor shall provide a written installation summary to MBL. Written summaries are to be transmitted via e-mail every week, no later than the Tuesday following the prior represented Monday-Friday work week. At a minimum, the following information must be provided in the summary of the applicable week:
a. Tasks begun
b. Tasks completed
c. MBL or other local AHJ inspections undertaken and status d. Listing of all subcontractors performing work over the subject period e. Safety or security incidences or close calls
f. Any events or occurrences affecting overall project schedule g. Prospective Change Orders identified by Contractor
h. Attached photographs of all disturbed areas, and notable improvements i. Staff of contractor and subcontractors and installation equipment expected to be on-site the following week
Task 2: Design and Permitting
Contractor shall submit a preliminary and final site design for the project. Contractor shall provide all necessary submittals, drawings, and installation schedules required for the completion of the project to MBL.

Task 2.1: Site Design
Contractor shall finalize and prepare equipment schematics and a site layout. This process will go through two phases of review: preliminary and final design.

Task 2.1.1: Preliminary Design
For the preliminary design review, Contractor shall deliver a site concept to MBL for the agency’s review and approval which includes initial layouts, drawings, spacing estimates, equipment requirements, and other necessary documentation. During the preliminary design phase, Contractor shall coordinate with MBL for approval of the final location of the THRS.

Contractor shall provide a Safety Plan in accordance with the most recent version of the Hydrogen Safety Panel’s guide for Safety Planning and Hydrogen Fuel Cell Projects at https://h2tools.org/bestpractices/safety-planning.

The Safety Plan shall include a site and equipment safety review and define hazardous areas and any other safety concerns relative to applicable codes, such as California Fire Code (CFC), and NFPA 2, addressing how these will be handled and mitigated in accordance with AHJ requirements.

Contractor shall provide MBL with standard operating procedures and response protocols that will be incorporated into Citywide Emergency Response Plan (ERP) for any emergency situations that may occur during the operation or maintenance of the THRS.

This information must be submitted to MBL no later than eight (8) weeks prior to the scheduled commissioning of the equipment. This deadline is intended to facilitate questions, comments, and provide time for MBL to incorporate said language into the

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overall property ERP. Contractor shall submit this information earlier if an ERP is required by AHJ for permitting. MBL requires six (6) weeks to incorporate this information into the ERP.

Task 2.1.2: Final Design
Following receipt of MBL’s comments and approval of the Preliminary Design, Contractor shall prepare and submit for MBL’s final approval a complete design plan set, as well as all associated studies, calculations, data sheets, and supporting documentation. The final plan must be sufficiently detailed to submit for local AHJ review. It is at MBL’s sole discretion to provide additional comments to the complete design set.

Contractor shall work with MBL to address the following Site Design Requirements as part of Task 2.1.

Site Design Requirements
MBL shall prepare the site to accept the THRS. The existing structure on the property will be removed by MBL.

Contractor shall incorporate into their design security considerations as required by applicable codes, standards, best business practices for such equipment, and restrictions to unauthorized use.

A. Backup Power
a. Backup power is not required for the THRS.

B. Bus Specifications
a. Contractor shall design the system to support Xcelsior CHARGE FC™ buses with the OEM-stated specifications. Please see Table 1 for further vehicle details and specifications from manufacturer.
b. Hydrogen fuel storage systems on the FCEBs (procured by others) will comply with all appropriate SAE standards and requirements.

Table 1. Bus specifications
Mass Stored per bus 5 tanks
Total mass: 37.5 kg
(XHE40)
Fill Pressure per bus Settled pressure @ 35
MPa
Usable Mass per bus 95% to 96%
Number of Cylinders p/bus 5 tanks (XHE40)
Volume per cylinder/bus 312L/1,560L

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Cylinder Type Category Type 4 Composite
Fuel Economy (Varies: Bus
Size, Route, Speed, HVAC)

10.6 mi/kg
Average Daily Fuel
Consumption per bus (3
FCEB fleet)
18 kg
Maximum Daily Fuel
Consumption per bus
30 kg
Fleet Average Daily Fuel
Consumption (3 FCEB fleet)
54 kg
Fueling Receptacle TN 1 HF with IrDA
communication (using a
TK 16 HF nozzle)
TN 5 (a second receptacle
for future use with a TK 25
nozzle. Not intended for
use with this system.)
C. Crash Protection
a. Contractor shall provide recommendations for crash protection. Crash protection shall be installed by MBL or another firm contracted by MBL.

D. Dispenser
a. Fuel dispenser must be provided with an integrated bicolor (green, red) local indicator. The purpose is to provide real-time status of dispenser operability and fueling system to local operations for efficiency. Colors shall represent the following states:
i. Green – System is operating without errors or faults and can dispense fuel on- demand.
ii. Red –System is inoperable.
b. Dispenser and fueling nozzle(s) shall include grounding interfaces with the TN1 HF receptacle on specified buses so that only two (2) connections are made between the dispenser and buses, one for grounding and the other to connect the dispenser to the bus. c. The project will fuel buses in accordance with SAE J2601-2. d. Fueling flow meter accuracy must be within + or – 3% to effectively measure fuel dispensed.
e. Digital display must register mass of fill at completion of fill E. Emergency Action and Response Plans (ERP)
a. Contractor shall provide MBL with standard operating procedures or response protocols that will be incorporated into MBL’s ERP for any emergency situations that may occur during the operation or maintenance of the station.

F. Emergency Shutdown

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a. An Emergency Shutdown System (ESS) shall be provided that when activated, shall stop all station operations and notify MBL staff. b. At least one (1) Emergency Shutdown Device (ESD) button should be remotely located so the system can be shut down without requiring personnel to be adjacent to the equipment or fueling position. The locations of the remote (ESD) devices will be determined during pre-installation meetings to the approval of MBL, AHJ, and Contractor.
c. The ESS will include flame and hydrogen leak detectors as required by the safety reviews and site conditions.
d. ESS detection devices triggered falsely or in error must be corrected by Contractor. Repeated falsely triggered devices must be replaced with an alternate approved device as a means of eliminating false alarms.

G. Estimated Fuel Consumption
a. Based on MBL’s preliminary analysis for a fleet of three (3) 40’ FCEBs, MBL’s projected daily fuel consumption is estimated to be 53.1 kg. The system must be able to support this throughput for two consecutive days before performing a trailer swap.

H. Hydrogen Leak and Flame Detection
a. Contractor shall provide gas and flame detection safety devices for the THRS.

All hydrogen and flame detection sensors and related equipment shall have backup battery power to ensure continued operation should there be a loss of grid power. The detection system shall also include visible and audible alarms and remote monitoring capability.

I. Lighting
a. Contractor to evaluate existing lighting at the facility. If Contractor identifies any non-compliant lighting within the classified zone for the THRS, Contractor must notify MBL. Contractor must provide recommendations to MBL if additional lighting may be necessary to comply with OSHA requirements.

J. SCADA Integration
a. Installed equipment must be capable of Supervisory Control and Data Acquisition (SCADA) integration. Materials or equipment necessary to achieve such integration is considered within scope. Contractor shall provide a means for remote monitoring of fueling system operation, fuel level, and emergency shutdown (ESD) status.

K. Supply Inert Air/Gas
a. The supply of instrument air and/or inert gas for any purposes specific to Contractor-supplied equipment during installation and station operation shall be Contractor’s responsibility. This includes but is not limited to actuation of valves and controls, purging of piping, tubing, and equipment during maintenance and commissioning.

L. Utility Improvements
a. Contractor shall coordinate with MBL to ensure electrical capacity is sufficient and to confirm the type of conduit connections and the location of the connection to Contractor’s equipment. MBL will bring the electrical power (if needed) to the location of the THRS. MBL will be responsible for providing conduit and connectors to Contractor’s equipment as specified by the

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Contractor.
b. Contractor will coordinate with MBL to ensure adequate electrical supply for the THRS is provided in compliance with NFPA 2 setback requirements within Class 1 Division 2 areas.

Task 2.2: Procure Equipment
Contractor shall execute orders for equipment, subcomponents, and materials, and make deliveries to MBL for installation. Within five (5) business days of contract execution, Contractor must identify long lead time items and work with MBL on a procurement plan.

Task 2.3: Permitting
All drawing sheets and engineering work scopes necessary for the permitting and installation of the station are considered within scope. This includes any special studies requested by applicable regulatory agencies or the local AHJ. Contractor shall include the following sheets, at a minimum, as part of Task 2.3.

Minimum Permit Package Requirements
A. Site Plan
B. Equipment Plan
C. Single Line Diagram, including load list (if needed) D. Grounding Plan
E. Additional sheets must be added per regulatory requirements, AHJ, or consistent with the overall scope of work
MBL will submit the permit application to the local AHJ(s). Additional details may be added to plans upon permit issuance only if consistent with permitted drawings and not within the AHJ’s scope of review.

MBL shall apply for, attain approval, and maintain all required permits to install and operate the station. MBL shall submit the final site design to the local AHJ(s) for plancheck review and approval, along with all applicable applications and forms. Contractor shall respond to all AHJ comments to the satisfaction of the AHJ, make necessary design revisions, and provide all supporting documentation, studies, reports, and reference materials as requested. Contractor is responsible for satisfactorily completing all applicable inspections. MBL shall successfully close all permits associated with the installation of the equipment prior to acceptance by MBL.

Task 3: Installation
MBL will prepare the site for equipment installation. Contractor shall install and make ready all fueling equipment for commissioning.

Task 3.1: Site Preparation and Equipment Installation
A. Contractor shall participate in on-site meetings with MBL to review site conditions, access requirements, installation progress, and potential utility conflicts.

B. MBL shall provide adequate staging area for Contractor during the installation

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process. Contractor shall notify MBL of their spatial requirements for a staging area a minimum of four (4) weeks in advance of the beginning of their proposed installation period.

C. MBL shall ensure written authorization is attained from the local life safety authority (typically Fire Department) prior to bringing hydrogen on site for the first time.

D. Contractor shall install the THRS and other required equipment.

E. Contractor shall make ready all fueling equipment for commissioning.

Installation Requirements
A. Special Provisions
a. Contractor shall provide all miscellaneous materials beyond the equipment assembly. This includes, but is not limited to:
i. Ground rod, grounding cable, and installation
ii. Grounding applies to both the equipment itself and a ground strap or other solution for grounding during fueling
iii. Materials external to the assembly required by codes and standards iv. Materials, equipment, appliances, and installation necessary to attain compliance with the local AHJ
B. Noise Levels
a. Contractor shall provide MBL and AHJ (if requested or necessary) noise measurement data at a distance of 5 feet (5’) from the dispensing equipment.

Measurements must be provided in decibels and maximum time elapsed. A maximum noise level in accordance with OSHA and local ordinances (below 90 dB), as well as average noise and duty cycle, must be provided as a minimum. Data may be either empirically derived or theoretical. Equipment noise in excess of disclosed data must be mitigated at Contractor’s expense.

C. Signage
a. Contractor shall provide all necessary signage for the hydrogen fueling station. This will include all safety-critical signs. Contractor shall install signage regarding access restrictions.

Mechanical Completion
The project will achieve mechanical completion when the following list has been completed and inspected by MBL staff or their representatives:

A. All equipment has been installed and anchored and is in its complete and finished state ready for commissioning.

B. All utility tie-ins are completed.

C. All electrical conductors, including power and data, have been routed and terminated in their respective lugs/terminals.

Mechanical completion must be achieved prior to beginning commissioning.

Task 4: Commissioning
Contractor shall be responsible for commissioning the station. Contractor shall test all equipment, control systems, and high-pressure lines, and conduct additional tests for fuel quality

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and particulate contamination. Equipment operation and station calibration will be tested and adjusted using MBL’s buses. After commissioning, and when 3 FCEBs are on site, Contractor shall conduct a back-to-back fueling test.

Task 4.1: Commissioning Plan
Contractor shall provide MBL with a detailed station Commissioning Plan identifying the steps, tasks, responsibilities, and schedule to start and complete the station commissioning.

A. Pass/fail criteria for commissioning activities shall be included. Contractor shall provide the plan no less than one (1) month in advance of the start of the commissioning process.

Contractor shall coordinate the scheduling of commissioning activities with MBL to minimize disruptions to regular transit service.

B. Contractor shall coordinate with New Flyer to integrate any bus-specific commissioning items into the plan. MBL shall introduce Contractor to New Flyer.

Task 4.2: Commissioning Activities
Contractor shall complete commissioning activities in coordination with MBL.

Task 4.2.1: Activities Prior to First Bus Fill
A. Contractor shall conduct a Pre-Start-up Safety Review (PSSR) prior to introducing hazardous materials on-site (i.e., H2 gas or liquid). Review will include two distinct phases:
a. Field verification of critical process documentation (i.e., P&IDs) against as-built conditions.
b. Bench review of the Safety Plan. MBL will provide facilities for the review meeting, including a conference room.

Task 4.2.2: Commissioning Activities
Inspections will be carried out by MBL to determine compliance with requirements that may be beyond the scope of jurisdictional inspections. MBL will prepare a punch list based on physical inspections, start-up tests, and functional demonstrations. The completion schedule for the punch list will be agreed upon by MBL and Contractor.

The punch list will be completed after commissioning and prior to performance testing.

A. Contractor shall perform all work, provide all necessary materials, and execute all necessary subcontracts in order to commission supplied equipment. This includes, but is not limited to, electrical I/O checks, purging of all H2-wetted piping and tubing, and equipment testing.

B. Contractor shall test communication and default non-communication fills (if a communication fill is provided).

C. Contractor shall confirm data reporting capabilities.

Task 4.2.3: Fuel Quality Testing
A. Prior to the initial (first instance) bus being fueled, Contractor shall collect samples for fuel quality certification to ensure the fuel dispensed from the hydrogen station meets the most recently published SAE J2719 purity standards. The sample for the

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purity test will be taken at the nozzle for each nozzle on the supplied dispenser. The fuel quality test will check for particulates, carbon monoxide (CO), oxygen (O2), and water (H2O), as well as other applicable contaminants under the SAE J2719 standard.

B. Contractor shall provide all test results to MBL to confirm system cleanliness and fuel quality and communicate any abnormalities or discrepancies.

Task 4.2.4: Bus Interoperability Testing
A. Contractor shall perform bus fills following receipt of fuel quality testing results.

Contractor must confirm communication fill functionality (if provided) and the station’s ability to fill a bus to 95% SOC or greater. Equipment operation and station calibration will be tested and adjusted using MBL’s FCEBs. Contractor shall work with bus OEM as needed.

Task 4.3: Performance Testing
Upon completion of station commissioning, but no later than 60 days following commissioning, Contractor shall coordinate with MBL to complete a Back-to-Back Performance Test.

Task 4.3.1: Performance Testing Plan
Contractor shall prepare a Performance Testing Plan for MBL’s review and approval, which shall include the following elements:

A. The H35 dispenser will be operated to perform back-to-back fueling of three (3) buses.

B. The time for each dispensing event shall be defined as the moment the dispenser has been authorized to dispense, to the moment the nozzle can be safely disconnected.

C. All three (3) buses must be filled within a fueling window of two (2) hours. Contractor may account for up to three (3) minutes between each bus for movement of buses and authorization of the dispenser via a fleet-management interface, if applicable.

MBL staff will be responsible for the movement of buses and activation of the dispenser. Dispenser faults, partial fills (less than 95% SOC), or any other errors or delays within the scope of Contractor shall be considered a failure of the operational performance test. Time between dispensing events not within Contractor’s control shall be considered as additional time for the purpose of the two-hour time period.

Any station start-up processes required prior to initiating the first fill will not be counted within the two (2) hour time window.

D. MBL will prepare the three (3) buses starting fuel tank levels to simulate typical operations, requiring Contractor to reach the minimum target SOC level of at least 95% whereby 100% is defined as 24 grams per liter in the onboard fuel storage system when equilibrated at 350 bar pressure and 15 degrees Celsius (15° C).

E. SOC shall be verified by evaluation of FCEB onboard tank temperature and pressure data the day after the fueling events once the tank temperature has equilibrated with ambient temperature. The bus will not be driven after fueling other than to park it. Dispenser-reported SOC will be compared against SOC calculated

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with FCEB on-board tank temperature and pressure data. H2 temperature versus density correlation will be determined using tables from the National Institute of Standards and Technology (NIST).

F. All buses must be successfully filled using IrDA communication if that functionality is provided on the system.

G. Contractor shall be responsible for ensuring that there is enough fuel on site to complete performance testing. The cost of fuel required for performance testing shall be MBL’s responsibility.

Task 4.3.2: Performance Testing
Contractor shall conduct performance testing.

A. The Performance Testing will only be deemed successful if all criteria in Task 4.3.1 are accomplished per test occurrence.

B. The equipment must also integrate appropriately with MBL’s buses, and there must not be any physical obstructions impeding the proper use of the equipment. The system may not fault more than once throughout the duration of the testing. A fault is characterized as a failure to begin transferring fuel, or the premature stoppage of fuel transfer to the bus.

C. If Contractor fails the Performance Testing, a new test can be scheduled with MBL at MBL’s sole discretion and availability. MBL shall not be responsible for additional costs incurred due to the failure of performance testing.

Task 4.4: Final Acceptance
Station installation and commissioning must be fully completed no later than December 1, 2025. Performance testing must be fully completed no later than January 9, 2026 Contractor shall commence provision of maintenance services upon completion of station commissioning.

Task 5: Training
Contractor is responsible for working with MBL to complete all training in preparation for station operations. This includes safety training for MBL staff and first responders.

A. Contractor’s training course instructor(s) must be capable of training up to ten (10) MBL personnel simultaneously in each course.

B. Contractor shall prepare a quick reference Emergency Response (ER) Guide that can be distributed to first responders to place in their trucks and engines. The ER Guide shall provide a map showing the location of all station equipment, dispenser, and ESD devices, as well as the distances to this equipment from the entry driveway and nearby structures.

Task 5.1: Training Plan
Contractor shall prepare a Training Plan for MBL’s review and approval.

A. Contractor shall provide sufficient training for MBL personnel upon initial system installation to ensure proper operation of the fueling station. The following training courses, at minimum, shall be provided:

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a. Fueler Operations Training
b. Safety Training
c. First Responder Training
These courses shall include a train-the-trainer component.

B. Contractor shall provide a Training Plan, which includes the training syllabus and all training material. Contractor shall provide all necessary equipment to facilitate the training. MBL will specify the time and location for delivery of the on-site training courses after consulting with Contractor for availability.

Task 5.2: Training Session(s) Held and Completed
Contractor shall be responsible for organizing and coordinating training sessions with MBL and local first responders to ensure relevant MBL staff and first responders are fully trained on all safety systems and operation of the station.

Task 6: Maintenance and Support Services
Contractor shall be responsible for maintenance services throughout the Contract Period.

Task 6.1: Project Management during Maintenance and Support Services Contract Period
A. Contractor shall be available for a minimum one-hour conference call per month.

During this call, Contractor shall provide a status update on the station, including hydrogen dispensed, and any other key operational considerations from the previous month.

Task 6.2: Maintenance Term and Service Plan
Contractor shall provide MBL with ongoing maintenance for the THRS. Contractor shall ensure the unit is fully operational and available for use by MBL during the Contract Period. Contractor must ensure any operating permits (such as those with the Fire Department) are maintained throughout the Contract Period.

A. Contractor shall be available to receive malfunction reports 24 hours a day, every day of the year, including holidays.

B. Scheduled or preventive station maintenance must be coordinated with MBL to avoid impacts on bus fueling.

C. Contractor shall perform all necessary preventative and corrective maintenance on the supplied equipment and ensure reliable, repeatable performance throughout the Contract Period.

Maintenance Requirements
A. Response Time Requirements
a. Contractor must acknowledge emergency notifications immediately upon receipt
b. Contractor must contact MBL within 2 hours of receipt of non-emergency fault notifications with identified next steps for resolving the fault

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c. A representative of the original equipment manufacturer (OEM) of the malfunctioning equipment must be on-site at MBL’s property within 24 hours of receiving notice of a fueling station issue from MBL.

B. Communication Fill
a. If a communication fill is provided, it must follow SAE J2799-2024 (Version

2.0 IrDA communications with support for OD fields). A communication fill using the IrDA system is required by MBL.
b. If the station includes a communication fill protocol, Contractor should explain how the station will default to non-communication fills if necessary. Bus data via IrDA shall be used by the equipment to optimize the speed and SOC of the fill.

C. Uptime Requirements
a. MBL expects to achieve 95% or greater uptime during the fueling window, 7pm – 2am.

Task 6.3: Performance Reporting
Contractor shall provide data and evaluation of THRS performance (to begin after the station is fully commissioned) on a continuous basis to MBL. Contractor shall provide weekly reports to MBL on data gathered over the course of the deployment. This data shall be provided via e-mail to the MBL-designated individual as an electronic file.

Contractor shall coordinate with MBL prior to first issuance to confirm acceptable file formats.

Contractor shall provide, at a minimum, a weekly summary of kilograms of hydrogen dispensed.

Task 7: Provision of Fuel
Contractor shall provide hydrogen fuel to MBL’s Operation and Maintenance Facility located at 400 South Taylor Avenue, Montebello, CA 90640.

Contractor shall furnish all trucks, trailers, off-loading hose(s), tools, equipment, labor, and other materials necessary to furnish the services herein described.

Contractor must comply with all relevant local, state, and federal laws/regulations, including, but not limited to, transportation of Hazardous Materials and Safety Laws and Regulations. Upon request, Contractor must provide MBL proof of compliance.

Prior to delivery of the first load of hydrogen, fuel supplier shall inspect and provide MBL’s Facilities Supervisor with its safety validation of the site and equipment. The Facilities Supervisor must acknowledge receipt and submit written approval to Contractor before delivery of the first load of hydrogen will be accepted.

Fuel supplier shall follow and observe MBL’s safety policies and procedures, to be provided to the successful bidder upon award, while on MBL’s property.

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Contractor shall deliver fuel no more frequently than once per day without MBL’s written permission.

Task 7.1: Preparation and Delivery of Fuel
A. Contractor shall develop a planned delivery schedule based on MBL’s expected fuel usage. This shall be provided to and agreed upon by MBL prior to the first fuel delivery.

B. Contractor shall remotely monitor trailer pressure levels and schedule an unplanned delivery if pressure levels drop below what is expected to be needed for the following day’s fueling events.

C. Contractor shall refine the fuel delivery schedule based on MBL’s actual usage.

D. Scheduled deliveries shall be made in coordination with MBL to avoid impacts to bus fueling.

E. Contractor shall be responsible for off-loading fuel into the fuel storage system and/or swapping fuel trailers and providing trained personnel capable of performing the off-loading of fuel without assistance from MBL.

F. All hydrogen tanker trucks making deliveries shall be properly certified by the State of California, including but not limited to Vehicle Tank Measurement Certificates, and in accordance with Federal Department of Transportation regulations, policies, and procedures.

Task 8: System Decommissioning and Site Restoration
A. Contractor shall restore the site to its original condition and be responsible for the hauling of any debris, materials, equipment, and site clean-up following the decommissioning and removal of the hydrogen fueling station at the conclusion of the Contract Period.

Project Site and Existing Conditions
MBL will operate the FCEBs from its Operation and Maintenance Facility located at 400 South Taylor Avenue, Montebello, CA 90640.

Site Condition
All facilities indicated on the site plan drawings and that exist at time of Notice to Proceed (NTP) are to remain. Facilities not shown on the plans or specified to be removed, replaced, or altered and that do not conflict with the new installation shall remain.

Contractor shall design the system to be fully functional for any ambient conditions expected in the Los Angeles County region. For reference, see average monthly temperatures in Figure 1 below.

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Figure 1. Montebello, CA Average Monthly Temperatures © WeatherSpark.com The proposed location of the THRS and associated utilities is shown in Figure 2:

Overhead Site Plan below. The red arrows represent yard circulation and bus yard flow.

The THRS must not interfere with site traffic.

The property is located within the municipal jurisdictions of the City of Montebello. MBL owns the area of the property identified for the fueling solution.

Figure 2. Overhead Site Plan.

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The proposed location of the THRS is subject to change. Contractor is welcome to suggest alternative locations for the THRS. MBL is in the process of evaluating siting for a permanent hydrogen station. If the proposed location for the THRS is determined to be the optical location for siting the permanent hydrogen fueling station, an alternative location for the THRS will need to be identified. MBL is willing to move the THRS after initial deployment prior to beginning construction for the permanent hydrogen station Electrical Power
MBL is not aware of any power supply available at the proposed location. If Contractor's solution requires electrical power, Contractor must communicate the power requirements to MBL and identify an approach for bringing power to the contractor's proposed location for the THRS
Site Access for Construction
Regular hours for installation work are Monday-Friday, 7:00 am to 5:00 pm, with approvals needed for any irregular, Saturday, or weekend work (due to limited staff available for oversight/monitoring). The contractor will check in with Facilities Manager for approved apparel and instructions
Site Access Requirements During Operations
Equipment shall be fenced in on MBL’s property, restricting access to authorized personnel only, subject to MBL’s approval. The installation shall be in a controlled area with restricted public access.

MBL requires sufficient space for maneuvering the FCEBs for fueling.

During the installation, maintenance, or repair of the hydrogen fueling station and its area, Contractor shall comply with MBL’s requirements for specified critical operating areas (e.g., pedestrian and vehicular access routes, maintenance access, loading areas).

SECTION 6 – QUALIFICATIONS

FIRM QUALIFICATIONS
To be considered responsive to the RFP, firms must demonstrate that they meet the following minimum qualifications by providing a thorough response and verifiable evidence of compliance. Non-compliance with these requirements may disqualify your proposal from further consideration.

A. Firm has not defaulted on a contract within the past five (5) years or declared bankruptcy or been placed in receivership or been denied credit within the past three (3) years.

B. Firm has not been assessed any penalties for non-compliance with any federal, state, local, city, or county labor laws and/or regulations within the past five (5) years.

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C. Firm is currently not under investigation for any charge or claim for noncompliance with any federal, state, local, city, or county labor laws and/or regulations including, without limitation prevailing wage laws and apprenticeship laws.

D. The firm must have either;
a. A minimum of two years of experience in hydrogen fueling and demonstrated track record of quality work, knowledge, skills, and abilities in safety and security for mobility applications;
b. Key personnel with a minimum of 10 year of experience in hydrogen fueling.

E. Licensed to do business in the State of California.

F. Experience with projects of similar size and scope.

SECTION 7 – FORM OF CONTRACT

SAMPLE PROFESSIONAL SERVICES AGREEMENT FOR

TEMPORARY HYDROGEN REFUELING SOLUTION
THIS AGREEMENT (“Agreement”) is made and entered into on …………………….., 2025, by the CITY OF MONTEBELLO, a municipal corporation (hereinafter referred to as “CITY”) and …………………………….. (Hereinafter referred to as “VENDOR”). CITY and VENDOR are sometimes referred to herein individual as a “Party,” and jointly as the “Parties.”

RECITALS
WHEREAS, CITY desires to retain a qualified professional VENDOR to provide hydrogen fueling services, inclusive of equipment, equipment installation and commissioning, O&M, and fuel; and WHEREAS, VENDOR represents the degree of specialized expertise contemplated within California Government Code, Section 37103, and is qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees; and WHEREAS, no official or employee of CITY has a financial interest, within the provisions of Sections 1090 – 1092 of the California Government Code, in the subject matter of this Agreement; and WHEREAS, VENDOR responded to CITY’s Request for Proposals dated October 31, 2024 (RFP No. [25-12]), as such is set forth fully in Exhibit “A” hereto and incorporated fully herein by this reference (hereinafter “Consultant Proposal”).

NOW THEREFORE, in consideration of performance by the Parties of the covenants and conditions herein contained, the Parties hereto agree as follows:

SECTION 1. INCORPORATION OF RECITALS AND OTHER CONTRACT DOCUMENTS A. The above-referenced Recitals constitute a material part hereof and shall hereby be incorporated by reference. Moreover, this Agreement consists of the following documents, in order of precedence, all of which are incorporated herein and made part of this Agreement, as though fully set forth herein:

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a. This Agreement.
b. RFP No. 25-12, attached hereto as Exhibit “A.”
c. VENDOR’S Proposal to RFP No. 25-12 dated ……………., 2025, attached hereto as Exhibit “B”. d. VENDOR’S “Best and Final Offer” to RFP No. 25-12 dated ……………., 2025, attached hereto as Exhibit “C”.
e. All other documents, including but not limited to all applicable bonds, insurance certificates, permits, notices, schedules, forms, certifications, and affidavits.

B. These documents shall be collectively referred to herein as the “Contract Documents.” In the event of a conflict among the Contract Documents, the order of precedence.

SECTION 2. SERVICES / COMPENSATION.

A. VENDOR shall provide to CITY those services that are set forth fully in the Scope of Services, as such is set forth fully in Exhibit “A” hereto and incorporated fully herein by this reference (hereinafter “Professional Services”).

B. VENDOR shall complete the Scope of Services within the time set forth in the Schedule of Performance, as such is set forth in Exhibit “B” hereto and incorporated fully herein by this reference.

B. VENDOR shall be compensated a sum not-to-exceed $……………………………………… (the “Maximum Compensation”) for performance of the Professional Services as set forth in the Schedule of Compensation attached hereto as Exhibit “C” and incorporated fully herein by this reference (“Compensation”). VENDOR shall provide an itemized billing statement to CITY each month for Professional Services performed. VENDOR shall not incur fees or costs which exceed the Maximum Compensation without the prior written consent of CITY. Payments for Tasks 1 – 5 and Task 8 shall be made based on milestone completion.

C. CITY will be invoiced at the end of the first billing period following commencement of work and at the end of each billing period thereafter. Payment in full of an invoice must be received by VENDOR within thirty (30) days of the date of such invoice.

D. Work performed shall be deemed approved and accepted by CITY as and when invoiced unless CITY objects within fifteen (15) days of invoice date by written notice specifically stating the details in which CITY believes such work is incomplete or defective, and the invoice amount(s) in dispute. CITY shall pay undisputed amounts as provided for in the preceding paragraph.

E. Failure of CITY to submit full payment of an invoice within thirty (30) days of the date thereof subjects this agreement and the work herein contemplated to suspension or termination at CONSULTANT's discretion.

SECTION 3. TERM.

This Agreement shall commence on ………………, 2025 and shall be valid for an initial term of three years with the option to extend for an additional two (2), one year periods.

The Parties agree that Sections 4(B), 9, 10, 11, 13, 16, 17, 18, and 19 shall survive for three (3) years

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following the expiration or termination of this Agreement.

SECTION 4. PERFORMANCE.

A. VENDOR shall at all times, faithfully, competently, and to the best of its ability, experience and talent, perform all tasks described herein.

B. VENDOR shall employ, at a minimum, generally accepted standards and practices utilized by companies engaged in providing similar services, as are required of VENDOR hereunder, in meeting its obligations under this Agreement.

C. VENDOR shall be knowledgeable of and subject to all CITY ordinances, rules and regulations, standard operating procedures, and the supervisory chain of command.

D. VENDOR shall have the right to retain, subject to CITY's written approval, additional individuals, Vendors, or sub-contractors to assist in the completion of services as herein defined.

Compensation for additional individuals, Vendors, or sub-contractors shall be the sole and exclusive responsibility of the VENDOR.

E. VENDOR shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three (3) years unless otherwise provided for in Exhibit “A.” Upon CITY providing twenty-four (24) hours advanced prior notice, VENDOR shall make all records, invoices, timecards, cost control sheets and other records maintained by VENDOR in connection with this Agreement available during VENDOR’s regular working hours to CITY for review and audit by CITY.

F. All reports, documents, or other written material developed by VENDOR in the performance of this Agreement shall be and remain the property of CITY without restriction or limitation upon its use or dissemination by CITY. Such material shall not be the subject of a copyright application by VENDOR. Any alteration or reuse by the CITY of any such materials on any project other than the Project shall be at CITY’s sole risk unless CITY compensates VENDOR for such reuse.

SECTION 5. WORK PRODUCT.

A. VENDOR hereby agrees that all work produced pursuant to this Agreement and provided to CITY during and upon completion of this Agreement, shall be the property of CITY, and ownership of said work product shall be retained by CITY. VENDOR may take and retain copies of such written products as desired.

B. All data, documents, discussion, or other information developed or received by VENDOR or provided for performance of this Agreement are deemed confidential and shall not be disclosed by VENDOR without prior written consent by CITY. CITY shall grant such consent if disclosure is legally required. All such written products shall be returned to CITY upon the termination or expiration of this Agreement. VENDOR agrees that the covenants contained in this Article shall survive the expiration or termination of this Agreement.

C. Documents are provided in VENDOR’s standard software formats. CITY recognizes that electronic or magnetic data and its transmission can be easily damaged, may not be compatible with CITY’s software formats and systems, may develop inaccuracies during conversion or use, and may contain viruses or other destructive programs, and that software and hardware operating systems may become

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obsolete. As a condition of delivery of electronic or magnetic data, CITY agrees to defend indemnify and hold VENDOR, its sub-contractors, agents and employees harmless from and against all claims, loss, damages, expense and liability arising from or connected with its use, reuse, misuse, modification or misinterpretation. In no event shall the VENDOR be liable for any loss of use, profit or any other damage.

SECTION 6. EXTRA SERVICES.

No extra services over and above the Compensation shall be rendered by VENDOR under this Agreement unless such extra services first shall have been duly authorized in writing by CITY’s City Manager (“City Manager”).

SECTION 7. CITY SUPERVISION.

The Transportation Director shall have the right of general supervision of all work performed by VENDOR and shall be CITY’s agent with respect to obtaining VENDOR’s compliance hereunder. No payment for services rendered under this Agreement shall be made without the prior approval of the City Manager.

SECTION 8. TERMINATION.

If either Party hereto fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, the non-defaulting party shall give the defaulting party written notice of the default, the nature of the default, and of the steps necessary to cure the default.

A. Termination for Cause. In the event that any of the provisions of the Agreement are violated by either party, the non-defaulting Party may terminate the Agreement by serving written notice upon the other Party, listing the violation(s) and its intent to terminate such Agreement unless within ten (10) days after the serving of such notice, such violation shall cease or be rectified, the contract shall upon the expiration of an additional thirty (30) days cease and terminate. Violations by VENDOR which cannot be corrected within ten (10) days, said contract shall at the option of CITY cease and terminate upon the giving of like notice. In the event of any such termination for default by VENDOR, CITY may take over the work and prosecute the same to completion by contract or otherwise for the account and at the expense of VENDOR. VENDOR and his sureties shall be liable to CITY for any excess cost occasioned in the event of any such termination. This change shall not be construed to prevent the termination, for other causes authorized by law or other provisions of this contract. In the event of a termination for cause, VENDOR shall only be entitled to Compensation for those Professional Services satisfactory performed on or before the effective date of termination.

B. Termination for Convenience. CITY shall have the option, at its sole discretion and without cause, to terminate this Agreement in whole, or in part, after giving written notice to VENDOR at least five (5) business days before the termination is to be effective. Upon the termination of this Agreement as provided herein, CITY shall provide to VENDOR the part of Compensation which would otherwise be payable to VENDOR for services VENDOR had completed as of the date of termination, less the amount of all previous payment with respect to the Compensation. Further, upon such a termination for convenience by CITY, the Parties agree that VENDOR shall be reimbursed for any “non-refundable” costs that VENDOR has incurred for its services under this Agreement, provided that: (1) such “non- refundable” costs were incurred by VENDOR prior to the date of termination; (2) that VENDOR provides CITY with

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adequate proof that VENDOR incurred the costs, and is unable to be seek a refund for such costs; and (3) such costs were within the scope of work or services to be performed under this Agreement. Such “nonrefundable” costs may include, but are not limited to, travel reservations incurred by VENDOR for its performance of services under this Agreement. VENDOR agrees to cease all work under this Agreement on or before the effective date of any notice of termination.

SECTION 9. EMPLOYMENT OF CITY EMPLOYEES.

No regular employee of CITY shall be employed by VENDOR during the Term of this Agreement.

SECTION 10. NON-LIABILITY OF CITY OFFICIALS AND EMPLOYEES.

No official or employee of CITY shall be personally liable to VENDOR in the event of any default or breach by CITY, or for any amount which may become due to VENDOR.

SECTION 11. INDEPENDENT CONTRACTOR.

A. VENDOR is and shall, at all times, remain as to CITY a wholly independent vendor. Neither CITY nor any of its elected officials, officers, employees or agents shall have control over the conduct of VENDOR except as expressly set forth in this Agreement. VENDOR shall not at any time or in any manner represent that he is in any manner an elected official, officer, employee or agent of CITY. No employee benefits shall be available to VENDOR in connection with the performance of this Agreement. Except as provided in this Agreement, CITY shall not pay salary, wages, or other compensation to VENDOR for performance hereunder for CITY. CITY shall not be liable for compensation to VENDOR, VENDOR’s employees or VENDOR’s sub-contractors for injury or sickness arising out of performing services hereunder.

B. The parties further acknowledge and agree that nothing in this Agreement shall create or be construed to create a partnership, joint venture, employment relationship or any other relationship except as set forth in this Agreement.

C. CITY shall not deduct from the Compensation paid to VENDOR any sums required for Social Security, withholding taxes, FICA, state disability insurance or any other federal, state or local tax or charge which may or may not be in effect or hereinafter enacted or required as a charge or withholding on the compensation paid to VENDOR. CITY shall have no responsibility to provide VENDOR, its employees or sub-contractors with workers’ compensation insurance or any other insurance.

SECTION 12. PERS ELIGIBILITY INDEMNITY.

A. In the event that VENDOR or any employee, agent, or sub-contractor of VENDOR providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of CITY, VENDOR shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for PERS benefits on behalf of VENDOR or its employees, agents, or sub-contractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of CITY.

B. Notwithstanding any other agency, state or federal policy, rule, regulation, law or

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ordinance to the contrary, VENDOR and any of its employees, agents, and sub-contractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by CITY, including but not limited to eligibility to enroll in PERS as an employee of CITY and entitlement to any contribution to be paid by CITY for employer contribution and/or employee contributions for PERS benefits.

SECTION 13. LEGAL RESPONSIBILITIES.

VENDOR shall at all times observe and comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments including, but not limited to the Montebello Municipal Code. The CITY, and its appointed or elected officers, employees, or agents, shall not be liable at law or in equity occasioned by failure of VENDOR to comply with this section.

SECTION 14. INDEMNIFICATION.

VENDOR agrees to, and shall defend, indemnify, protect and hold harmless, CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers from and against any and all claims, demands, lawsuits, defense costs, civil, penalties, expenses, causes of action, and judgments at law or in equity, or liability of any kind or nature which CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers may sustain or incur or which may be imposed upon them for injuries or deaths of persons, or damage to property arising out of VENDOR’S negligent or wrongful act, or omission under the terms of this Agreement, except only liability arising out of the sole negligence of CITY.

SECTION 15. INSURANCE COVERAGE.

During the Term of this Agreement, VENDOR shall carry, maintain, and keep in full force and effect all following minimum scope of insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with VENDOR’s performance of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:

Commercial General Liability (CGL): Broad-form, Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis for bodily injury and property damage, including premise-operations, productscompleted operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury, and advertising injury, with limits no less than Two Million Dollars and Zero Cents ($2,000,000), combined single limits, per occurrence. If a general aggregate limit applies, the limit shall be twice the required occurrence limit.

Business Automobile Liability Insurance: For owned vehicles, hired, and non-owned vehicles, Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if VENDOR has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than One Million Dollars and Zero Cents ($1,000,000.00) per accident for bodily injury and property damage.

Worker's Compensation insurance as required by the laws of the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than One Million Dollars and Zero Cents ($1,000,000.00) per accident for bodily injury or disease. VENDOR agrees to waive, and to obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers for losses arising from work performed by VENDOR for CITY and to

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require each of its sub-contractors, if any, to do likewise under their workers’ compensation insurance policies.

By executing this Agreement, VENDOR further certifies as follows:

I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers’ Compensation or to undertake self-insurance before commencing any of the work contemplated herein.

Professional Errors and Omissions (E&O) Liability insurance appropriate to the VENDOR’s profession, with limit no less than Two Million Dollars and Zero Cents ($2,000,000.00) per occurrence or claim, Two Million Dollars and Zero Cents ($2,000,000.00) aggregate. Architects’ and engineers’ coverage shall be endorsed to include contractual liability. If the policy is written as a “claims made” policy, the retroactivity date shall be prior to the start of work set forth herein, VENDOR shall obtain and maintain said E&O liability insurance during the Term of this Agreement and for five (5) years after completion of work hereunder. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of this Agreement, VENDOR shall purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work.

If VENDOR maintains higher limits than the minimums shown above, CITY requires and shall be entitled to coverage for the higher limits maintained by VENDOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.

VENDOR shall require each of its sub-contractors, if any, to maintain insurance coverage that meets all requirements of this Agreement.

The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California, with a current rating of at least A: VII in the latest edition of Best's Insurance Guide and approved by CITY.

Each insurance policy required herein shall state that coverage shall not be canceled, except after providing CITY thirty (30) days’ (or ten [10] calendar days for non-payment) prior written notice. VENDOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either: (i) immediately terminate this Agreement for Cause; or (ii) take out the necessary insurance and pay, at VENDOR’S expense, the premium thereon.

At all times during the Term of this Agreement, VENDOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and naming CITY, its officers, agents, employees and volunteers as an additional insured. VENDOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate(s).

VENDOR shall provide proof that policies of insurance required herein expiring during the Term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two (2) weeks prior to the expiration of the coverages.

The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers as additional insureds. All policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days’ prior written notice to CITY. VENDOR agrees to require its insurer to modify the certificates of insurance to

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delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

Except for professional liability and workers’ compensation policies, the policies herein are primary and non-contributing with any insurance that may be carried by CITY. Any insurance or self-insurance maintained by CITY, its officers, employees, agents or volunteers, shall be in excess of VENDOR’s insurance and shall not contribute with it.

All insurance coverage provided pursuant to this Agreement shall not prohibit VENDOR and VENDOR’s employees, agents or sub-contractors, from waiving the right of subrogation prior to a loss.

VENDOR hereby waives all rights of subrogation against CITY. VENDOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether CITY has received a waiver if subrogation endorsement from the insurer.

Coverage not affected. Any failure to comply with the reporting provisions of the policies contemplated herein, shall not affect coverage provided to CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers.

Coverage applies separately. VENDOR’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, VENDOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or VENDOR shall procure a bond guaranteeing payment of losses and expenses.

Procurement of insurance by VENDOR shall not be construed as a limitation of VENDOR's liability or as fall performance of VENDOR’s duties to indemnify, hold harmless and defend under Section 9 of this Agreement.

CITY, its officers and employees shall not be responsible for any claims in law or in equity occasioned by the failure of VENDOR to comply with this section.

SECTION 16. SUBCONTRACT, ASSIGNMENT OR DELEGATION.

VENDOR shall not subcontract, delegate or assign its duties or rights hereunder, either in whole or in part, without the prior written consent of CITY. Any proposed subcontract, delegation, or assignment shall provide a description of the services to be covered, identification of the proposed sub-contractor, delegee, or assignee, and an explanation of why and how the same was selected, including the degree of competition involved.

Any subcontract, delegation or assignment shall be made in the name of VENDOR and shall not bind or purport to bind CITY and shall not release VENDOR from any obligations under this Agreement including, but not limited to, the duty to properly supervise and coordinate the work of employees, assignees, delegees or sub-contractors. No such subcontract, delegation or assignment shall result in any increase in the amount of total compensation payable to VENDOR under the Agreement.

SECTION 17. NO WAIVER.

Waiver by any party hereto of any term, condition or covenant of this Agreement shall not

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constitute the waiver of any other term, condition or covenant hereof.

SECTION 18. DISPUTE RESOLUTION; GOVERNING LAW.

Disputes regarding the interpretation or application of any provision(s) of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the Parties. If any action at law or in equity is brought to enforce this Agreement or because of alleged dispute, breach, default or misrepresentation in connection with the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney’s fees, expert fees, costs and necessary disbursements incurred in that action or proceeding, in addition to such other relief as may be sought and awarded. The venue for any litigation shall be County of Los Angeles, California. The Parties agree that the covenants contained in this Article shall survive the expiration or termination of this Agreement.

SECTION 19. ATTORNEY’S FEES AND COSTS.

If litigation is reasonably required to enforce or interpret the provisions of this Agreement, the prevailing party in such litigation shall be entitled to an award of reasonable attorney's fees and costs in addition to any other relief to which it may be entitled.

SECTION 20. WARRANTIES.

Each of the parties represents and warrants to one another as follows:

A. It has received independent legal advice from its attorneys with respect to the advisability of entering and executing this Agreement;
B. In executing this Agreement, it has carefully read this Agreement, knows the contents thereof, and has relied solely on the statements expressly set forth herein and has placed no reliance whatsoever on any statement, representation, or promise of any other party, or any other person or entity, not expressly set forth herein, nor upon the failure of any other party or any other person or entity to make any statement, representation or disclosure of any matter whatsoever; and C. It is agreed that each party has the full right and authority to enter into this Agreement, and that the person executing this Agreement on behalf of either party has the full right and authority to fully commit and bind such party to the provisions of this Agreement.

SECTION 21. MISCELLANEOUS.

A. The descriptive paragraph headings of this Agreement are included for purposes of convenience only and shall not control or affect the construction of interpretation of any of its provisions.

B. Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female gender, and the neuter and vice versa.

C. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein.

D. The representations and warranties made by the parties to this Agreement shall survive

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the consummation of the transaction herein described.

E. This Agreement may be signed in any one or more counterparts all of which taken together shall be but one and the same Agreement. Any signed copy of this Agreement or of any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile transmission, shall for all purposes be treated as if it were delivered containing an original manual signature of the party whose signature appears in the facsimile and shall be binding upon such party in the same manner as though an originally signed copy had been delivered.

F. Each of the parties acknowledges that it has been represented by independent counsel of its own choosing, or if it has not been so represented, it has been admonished to obtain independent counsel and has freely and voluntarily waived and relinquished the right to counsel. Each party who has not obtained independent counsel acknowledges that the failure to have independent legal counsel will not excuse such party’s failure to perform under this Agreement or any agreement referred to in this Agreement.

G. To the extent of a conflict between the terms of this Agreement and those set forth in any exhibits or attachments hereto, the terms of this Agreement shall govern.

SECTION 22. NOTICE.

All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals hereunder shall be given to the following addresses or such other addresses as the Parties may designate by written notice:

CITY MANAGER
City of Montebello
1600 West Beverly Boulevard
Montebello, California 90640
VENDOR
________________________
________________________
________________________
________________________
SECTION 23. NON-DISCRIMINATION AND EQUAL OPPORTUNITY EMPLOYER.

In the performance of this Agreement, VENDOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, mental condition or sexual orientation.

VENDOR will take affirmative action to ensure that sub-contractor and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

SECTION 24. CONFLICT OF INTEREST.

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VENDOR and its officers, employees, associates and sub-contractors, if any, shall comply with all California conflict of interest statutes applicable to Vendor’s Services under this Agreement, including, but not limited to, the Political Reform Act (Gov. Code, § 81000 et seq.) and Government Code Section 1090.

VENDOR further covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by VENDOR under this Agreement, or which would conflict in any manner with the performance of its services hereunder. VENDOR further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, VENDOR shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this Agreement.

VENDOR covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to CITY because of the performance of this Agreement, or the services that may be procured by CITY because of the recommendations made by VENDOR. VENDOR's covenant under this section shall survive the termination of this Agreement.

SECTION 25. ENTIRE AGREEMENT.

This Agreement contains the entire understanding between CITY and VENDOR. Any prior agreements, promises, negotiations or representations not expressly set forth herein are of no force or effect. Subsequent modifications to this Agreement shall be effective only if in writing and signed by each party. If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall be valid and binding.

CITY OF MONTEBELLO VENDOR
_______________________ _____________________
Raul Alvarez Name and Title
City Manager
Dated: _____________ Dated: _____________
ATTEST:
______________________
Christopher Jimenez
City Clerk

APPROVED AS TO FORM

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________________________
Arnold M. Alvarez-Glasman
City Attorney
SECTION 7 - FORMS AND CERTIFICATIONS

LETTER OF TRANSMITTAL

CITY OF MONTEBELLO
Transportation Department
SUBJECT: REQUEST FOR PROPOSAL NO. 25-12

TEMPORARY HYDROGEN REFUELING SOLUTION
In response to the subject Request for Proposal (“RFP”) and in accordance with the accompanying Instructions to proposers, the proposer hereby commits to the City of Montebello to perform the work in accordance with the provisions in the proposal Level Contract Documents and any addenda thereto and at the prices stated in the Revenue Price Sheet, which will be included and made a part of any subsequent agreement.

The proposer agrees that the proposal constitutes a firm offer that cannot be withdrawn for ninety (90) calendar days from the Proposal opening or until the Contract for the work is fully executed between the City and a third party, whichever is earlier.

If awarded a contract, the Proposer agrees to execute an agreement and deliver it to the City of Montebello within seven (7) calendar days after receiving a Letter of Award together with the necessary certificates of insurance and any applicable performance or payment bonds. The Vendor shall only proceed with the work upon receipt of a Notice to Proceed.

The proposer certifies that it has:

1. Examined and is fully familiar with all the provisions of the RFP Documents and any addenda thereto:

2. Satisfied itself as to the requirements of the Contract, the nature and location of the work, the general and local conditions to be encountered in performance of the work, and all other matters that can in any way affect the Work and/or the cost thereof.

3. Examined the experience, skill and certification requirements in Scope of Services and that the entities performing the work can fulfill the specified requirements; and

4. Carefully reviewed the accuracy of all statements and figures shown in the Proposal and attachment hereto.

Therefore, the undersigned hereby agrees that the City of Montebello will not be responsible for any errors or omissions in the Proposal.

The proposer further certifies that:

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1. The only persons, firms, corporations, joint ventures/partnerships, and/or other parties interested in the Proposal as principals are those listed as such in the Proposal Forms and that,

2. The Proposal has been prepared without collusion with any other person, firm, corporation, joint venture/partnership, and/or other party.

The undersigned acknowledges receipt, understanding and full consideration of the following addenda to the Proposal Documents:

Addenda No(s)
Dated Dated
Dated Dated
Dated Dated
Failure to acknowledge receipt of all addenda may cause the Proposal to be considered non-responsive to the solicitation. Acknowledged receipt of each addendum must be clearly established and included with the Proposal /offer.

Proposer’s Name
Business Address
Contact Person
Email Address
Phone
Fax
Signature of Authorized Official Signature of Authorized Official Typed or Printed Name Typed or Printed Name

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Title Title
Date Date

(Joint ventures/partnerships are to provide a signed copy of their agreement with their Proposal.) For proposals requiring licenses the following information is required:

Vendor’s License No.

Expiration Date:

License Classification:

RFP No. 25-12

EXHIBIT A

INDEMNIFICATION AND HOLD HARMLESS AGREEMENT AND WAIVER OF SUBROGATION AND CONTRIBUTION Contract/Agreement/License/Permit No. or description: TEMPORARY HYDROGEN REFUELING SOLUTION Indemnitor(s):__________________________________________________ (List all names)
To the fullest extent permitted by law, Indemnitor hereby agrees, at its sole cost and expense, to protect, indemnify, and hold harmless the City of Montebello and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, and assigns (collectively “Indemnitees”) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively “Liabilities”), resulting from any wrongful or negligent act, failure to act, error, or omission of Indemnitor or any of its officers, agents, servants, employees, subcontractors, material men, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to the above-referenced: RFP No. 25-12 (the “Waiver”) or the performance or failure to perform any term, provision, covenant, or condition of the Waiver, including this indemnity provision. This indemnity provision is effective regardless of any prior, concurrent, or subsequent passive negligence by Indemnitees and shall operate to fully indemnify Indemnitees against any such negligence. This indemnity provision shall survive the termination of the Waiver and is in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment against the Indemnitor shall be conclusive in favor of the Indemnitee’s right to recover under this indemnity provision. Indemnitor shall pay Indemnitees for any attorney’s fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees’ active negligence or willful misconduct to the limited extent that the underlying agreement is subject to Civil Code § 2782(a), or (b) the contracting public agency’s active negligence to the limited extent that the underlying agreement is subject to Civil Code § 2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverages which may have been required under the Waiver or any additional insured endorsements which may extend to Indemnitees.

City agrees to promptly inform Indemnitor in writing of any claim that City believes to be subject to this Waiver.

Indemnitor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor regardless of any prior, concurrent, or subsequent non-active negligence by the Indemnitees.

In the event there is more than one person or entity named in the Waiver as an Indemnitor, then all obligations, liabilities, covenants and conditions under this instrument shall be joint and several. “Indemnitor”
Name: _________________________________________________ Name: _______________________ (Print) (Print)
By: _________________________________________________ By: _________________________________________ (Signature) (Signature)
Title: ______________________________________________ Title: ______________________________________ Date: ________________________________________________Date: ________________________________________

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EXHIBIT B

REFERENCES
List at Least Three (3) Professional References:
1 Project City/Agency/Other:

Person of Contact:

Phone Number:

E-mail Address:

Address:

City, State, Zip Code:

Description of Contract (Please
include contract value, award
date, term of contract, and
description of work):

Contract Value: $
Award Date:

Term of Contract:

Description of Work:
2 Project City/Agency/Other:

Person of Contact:

Phone Number:

E-mail Address:

Address:

City, State, Zip Code:

Description of Contract (Please
include contract value, award
date, term of contract, and
description of work):

Contract Value: $
Award Date:

Term of Contract:

Description of Work:
3 Project City/Agency/Other:

Person of Contact:

Phone Number:

E-mail Address:

Address:

City, State, Zip Code:

Description of Contract (Please
include contract value, award
date, term of contract, and
description of work):

Contract Value: $
Award Date:

Term of Contract:

Description of Work:

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EXHIBIT C

INSURANCE
The Proposal shall include a statement that the insurance requirements set forth in the contract documents can be obtained and will be carried without reservation or exclusion should Proposer be awarded a contract pursuant to this RFP.

The successful Proposer shall at all times during the term of the awarded Agreement, carry, maintain, and keep in force and effect, with an insurance company admitted to do business in California, rated “A” or better in the most recent A.M. Best’s Insurance Rating Guide, and approved by the CITY, a policy or policies of:

A. Commercial General Liability Insurance using Insurance Services Office Commercial General Liability form CG 00 O1 or the exact equivalent. Defense costs must be paid in addition to limits.

There shall be no cross-liability exclusion for claims or suits by one insured against another.

Limits shall be no less than $2,000,000 per occurrence for all covered losses and the general aggregate limit shall be twice the required occurrence limit.

B. Business Auto Coverage on ISO Business Auto Coverage form CA 00 O1 including symbol 1 (Any Auto) or the exact equivalent. Limits shall be no less than $1,000,000 per accident, combined single limit. If Vendor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described in the preceding subsection. If Vendor or Vendor’s employees will use personal autos in any way on this project, Vendor shall provide evidence of personal auto liability coverage for each such person.

C. Workers' Compensation insurance on a state approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident for all covered losses.

D. Professional Liability or Errors and Omissions Insurance as appropriate to the profession, written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Vendor and "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy limit shall be not less than $2,000,000 per claim and in the aggregate. The policy must "pay on behalf of' the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this Agreement. City, its officers, employees, attorneys, and designated volunteers shall be named as additional insured on the policy, or policies, as to commercial general liability bodily injury and property damage coverages and automobile coverages with respect to liability arising out of successful Proposer’s work under this Agreement.

E. All insurance policies shall provide that the insurance coverage shall not be non-renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City thirty (30) days' prior written notice thereof. Any such thirty (30) day notice shall be submitted to City via certified mail, return receipt requested, addressed to "Risk Manager," City of Montebello, 1600 West Beverly

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Boulevard, Montebello, California, 90640. Vendor agrees that it will not cancel, reduce or otherwise modify said insurance coverage.

F. Vendor shall submit to City (i) insurance certificates indicating compliance with the minimum worker's compensation insurance requirements above, and (ii) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less than one (1) day prior to beginning of performance under this Agreement. Endorsements shall be executed on City's appropriate standard forms entitled "Additional Insured Endorsement".

RFP No. 25-12

EXHIBIT D
RFP No. 25-12
Title:

COST PROPOSAL SHEET
In accordance with the Request for Proposal issued by the City of Montebello Transportation Department (hereinafter referred to as “Vendor/Proposer), the undersigned proposing company hereby agrees to furnish all necessary labor, materials and incidentals required for the above stated contract as set forth in the Scope of Work and any addenda thereto, and to perform all work in the manner and time prescribed therein. Please provide a description of a products proven equal as well as additional costs/fees below.

PLEASE SEE ATTACHMENT B ON PLANETBIDS – FILL OUT AND SUBMIT Contact Information:

Name & Job Title:

Business Name:

Address:

City, State, Zip Code:

Phone Number:

E-mail Address:

Authorized Signature: Date:

RFP No. 25-12
Montebello Bus Lines

EXHIBIT E

STATEMENT OF

DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION
This proposal provides for the following Disadvantaged Business Enterprise participation:

Disadvantaged Business Enterprise
Firm Name
Address
Phone Number
Type of Business
Current DBE Certification? Yes* *No
*(If "Yes," attach copy of current Letter of Certification and copy of current Statement of Personal Net Worth.)
Total $
% of Total Contract
Signature: Date:

RFP No. 25-12
Montebello Bus Lines

EXHIBIT F
Bidder’s List of Subcontractors (DBE and Non-DBE)
Part I
The bidder shall list all subcontractors (both DBE and non-DBE) in accordance with Section 2-1.054 the Standard Specification and per Title 49, Section 26.11 of the Code of Federal Regulations. This listing is required in addition to listing DBE Subcontractors elsewhere in the proposal. Photocopy this form for additional firms.

Firm Name/
Address/
City, State, ZIP
Phone/
Fax
Annual Gross
Receipts
Description of Portion of Work to be
Performed
Local Agency Use Only
(Certified DBE?)
Name Phone < $1 million YES
< $5 million NO
Address < $10 million If YES list DBE #:

Fax < $15 million
City State ZIP > $15 million Age of Firm (Yrs.)
Name Phone < $1 million YES
< $5 million NO
Address < $10 million If YES list DBE #:

Fax < $15 million
City State ZIP > $15 million Age of Firm (Yrs.)
Name Phone < $1 million YES
< $5 million NO
Address < $10 million If YES list DBE #:

Fax < $15 million
City State ZIP > $15 million Age of Firm (Yrs.)

RFP No. 25-12
Montebello Bus Lines
Part II
The bidder shall list all subcontractors who provided a quote or bid but were not selected to participate as a subcontractor on this project. This is required for compliance with Title 49, Section 26 of the Code of Federal Regulations. Photocopy this form for additional firms.

Firm Name/
Address/
City, State, ZIP
Phone/
Fax Annual Gross Receipts Description of Portion of Work to be Performed
Local Agency
Use Only
(Certified
DBE?)
Name Phone < $1 million YES
< $5 million NO
Address < $10 million If YES list DBE
#:

Fax < $15 million
City State ZIP > $15 million Age of Firm
(Yrs.)
Name Phone < $1 million YES
< $5 million NO
Address < $10 million If YES list DBE
#:

Fax < $15 million
City State ZIP > $15 million Age of Firm
(Yrs.)

RFP No. 25-12
Montebello Bus Lines

EXHIBIT G

CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS -

PRIMARY COVERED TRANSACTIONS
The certifies to the best of it’s
(Firm Name/ Principle)
knowledge and belief, that it and its principals:

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

2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or Local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property;

3. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and

4. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause of default.

If unable to certify to any of the statements in this certification, the participant shall attach an explanation to this certification.

THE PRIMARY PARTICIPANT_______________________________________________________ CERTIFIES (Firm Name/Principal)

OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF THE CONTENTS OF THE STATEMENTS SUBMITTED ON OR WITH THIS CERTIFICATION AND UNDERSTANDS THAT THE PROVISIONS OF 31 U.S.C. SECTIONS 3801 ET SEQ. ARE APPLICABLE THERETO.

Signature and Title of Authorized Official
The undersigned chief legal counsel for the _____________________________________ hereby certifies that the ____________________________________ has authority under State and Local law to comply with the subject assurances that the certification above has been legally made.

Signature of Attorney Date

RFP No. 25-12

EXHIBIT H

PERFORMANCE GUARANTEE CERTIFICATION
The undersigned hereby certifies that the Vendor shall provide a Performance Guarantee in accordance with Specifications.

Designate below which form of Performance Guarantee shall be provided:

Performance Bond
Irrevocable Stand-By-Letter of Credit
Vendor’s Name:

Authorized Signature:

Title:

Date:

RFP No. 25-12
Montebello Bus Lines

EXHIBIT I

PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS: that
(Insert full name and address and legal title of Vendor) as Principal, hereinafter called Vendor, and,
(Insert full name and address or legal title of Surety) as Surety, hereinafter called Authority, in the amount of $_____________ for the payment whereof Vendor and Surety bind themselves, their heirs, executers, administrators, successors and assigns, jointly and severally, firmly by these presents.

WHEREAS, Vendor has by written agreement dated _______________________, 20____, entered into a contract with the City for Contract No.__________________, which contract is by reference made a part hereof, and is hereinafter referred to as the “Contract”.

NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Vendor shall promptly and faithfully perform said Contract, then this obligation shall be null and void; otherwise it shall remain in full force and effect.

The Surety hereby waives notice of any alteration or extension of time made by the City.

Whenever Vendor shall be, and is declared by the City to be in default under the Contract, the City having performed City’s obligations thereunder, the Surety may promptly remedy the default, or shall promptly

1. Complete the Contract in accordance with it terms and conditions, or

2. Obtain a bid or bids for completing the Contract in accordance with its terms and conditions, and upon determination by Surety of the lowest responsible bidder, or, if the City elects, upon determination by the City and the Surety jointly of the lowest responsible bidder, arrange for a contract between such bidder and the Authority, and make available as Work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the contract price; but not exceeding, the amount set forth in the first paragraph hereof.

The term "balance of the contract price," as used in this paragraph, shall mean the total amount payable by the City to Vendor under the Contract and any amendments thereto, less the amount properly paid by the City to Vendor.

Any suit under this bond must be instituted before the expiration of two (2) years from the date on which final payment under the Contract falls.

No right of action shall accrue on this bond to or for the use of any person or corporation other than the RECIPIENT or the heirs, executors, administrators or successors of the City.

RFP No. 25-12
Montebello Bus Lines
Signed and sealed this ____________________ day of 20____.

WITNESS PRINCIPLE
(SEAL)
(TITLE)

WITNESS SURETY
(SEAL)
(TITLE)
Attach hereto proof of authority of officers or agents to sign bond.

RFP No. 25-12
Montebello Bus Lines

EXHIBIT J

IRREVOCABLE STANDBY LETTER OF CREDIT CERTIFICATE
The undersigned states that he/she is of the of the
(Title)
(The “Beneficiary”) and hereby
(Name of Beneficiary)
Certifies on behalf of the Beneficiary to (the "Bank), with (Name of Issuing Bank)
Reference to Irrevocable Standby Letter of Credit No. Issued by the Bank (the "Letter of Credit"), that:

1. The undersigned is duly authorized to execute and deliver this certificate on behalf of the Beneficiary.

2. The Beneficiary is making a drawing under the Letter of Credit.

3. An Event of Default has occurred under Contract No.

4. The amount of the draft presented with this certificate does not exceed the total maximum amount drawable today under the Letter of Credit as provided therein.

IN WITNESS WHEREOF, this certificate is executed this __________________ day of_____, 20____.

NAME OF BENEFICIARY
By:

Its:

RFP No. 25-12
Montebello Bus Lines

EXHIBIT K
Bank Draft

FOR VALUE RECEIVED
Pay on the presentment to the sum of
(Name of Beneficiary) Dollars ($)
Charge to the Account of Irrevocable Standby Letter of
(Name of Issuing Bank)
Credit No. Dated:

To
(Name of Issuing Bank)

NAME OF BENEFICIARY
By
Its

[THIS PAGE WAS INTENTIONALLY LEFT BLANK]

UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

FEDERAL TRANSIT ADMINISTRATION

MASTER AGREEMENT
For Federal Transit Administration Agreements authorized by 49 U.S.C. chapter 53 and Title 23, United States Code (Highways), as amended by the Infrastructure Investment and Jobs Act of 2021 (IIJA), the Fixing America’s Surface Transportation (FAST) Act, the Moving Ahead for Progress in the 21st Century Act (MAP-21), the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFETEA-LU), the SAFETEA-LU Technical Corrections Act of 2008, or other federal laws that FTA administers.

FTA MA(32)
March 26, 2025
http://www.transit.dot.gov

ATTACHMENT A

i

TABLE OF CONTENTS
Table of Contents...........................................................................................................................................i Preface ..........................................................................................................................................................1 Statutory Authorities.................................................................................................................................1 Purpose of this Master Agreement............................................................................................................1 Generally Applicable Provisions ..................................................................................................................3 Section 1. Terms of this Master Agreement and Compliance........................................................3 Section 2. Definitions.....................................................................................................................4 Section 3. Implementation. ..........................................................................................................12 Section 4. Ethics, Political Activity, Disqualification, and Certain Criminal Activity................19 Section 5. Federal Assistance.......................................................................................................27 Section 6. Non-Federal Share. .....................................................................................................28 Section 7. Payments to the Recipient...........................................................................................30 Section 8. Records and Reports Related to the Award and the Underlying Agreement..............41 Section 9. Record Retention and Access to Sites of Performance...............................................47 Section 10. Completion, Audit, Settlement, and Closeout.............................................................48 Section 11. Right of the Federal Government to Terminate. .........................................................50 Section 12. Civil Rights. ................................................................................................................51 Section 13. Planning. .....................................................................................................................59 Section 14. Private Enterprise........................................................................................................60 Section 15. Preference for United States Products and Services. ..................................................61 Section 16. Procurement. ...............................................................................................................62 Section 17. Patent Rights. ..............................................................................................................68 Section 18. Rights in Data and Copyrights. ...................................................................................69 Section 19. Use of Real Property, Equipment, and Supplies. ........................................................72 Section 20. Transit Asset Management..........................................................................................77 Section 21. Insurance. ....................................................................................................................77 Section 22. Relocation and Real Property......................................................................................78 Section 23. Construction................................................................................................................79 Section 24. Employee Protections. ................................................................................................80 Section 25. Early Systems Work Agreement.................................................................................82 Section 26. Environmental Protections..........................................................................................84 Section 27. State Management and Monitoring Systems...............................................................87 Section 28. Charter Service............................................................................................................87

ii
Section 29. School Bus Operations................................................................................................88 Section 30. Geographic Information and Related Spatial Data. ....................................................88 Section 31. Federal “$1 Coin” Requirements. ...............................................................................89 Section 32. Public Transportation Safety.......................................................................................89 Section 33. Motor Carrier Safety. ..................................................................................................89 Section 34. Safe Operation of Motor Vehicles. .............................................................................90 Section 35. Substance Abuse. ........................................................................................................91 Section 36. Protection of Sensitive Security and Other Sensitive Information..............................92 Section 37. Special Notification Requirements for States. ............................................................92 Section 38. Freedom of Information..............................................................................................93 Section 39. Disputes, Breaches, Defaults, and Litigation. .............................................................94 Section 40. Amendments to the Underlying Agreement................................................................95 Section 41. FTA’s Transit Award Management System (TrAMS). ..............................................95 Section 42. Information Obtained through Internet Links. ............................................................96 Section 43. Severability. ................................................................................................................96 Special Provisions for Specific Programs...................................................................................................97 Section 44. Special Provisions for All Public Transportation Innovation, Technical Assistance or Workforce Development Programs. ...................................................................................................97 Section 45. Special Provisions for the State Safety Oversight Grant Program..............................99 Section 46. Special Provisions for the State Infrastructure Bank (SIB) Program..........................99 Section 47. Special Provisions for the TIFIA and RRIF Programs. ............................................100 Section 48. Special Provisions for the Joint FTA–FRA Program................................................101 Appendix A Tribal Transit Program—Applicable Provisions..................................................................103

1 UNITED STATES DEPARTMENT OF TRANSPORTATION

FEDERAL TRANSIT ADMINISTRATION

MASTER AGREEMENT

PREFACE
Statutory Authorities
This is the official Federal Transit Administration (FTA) Master Agreement that applies to each Underlying Agreement (Grant Agreement, Cooperative Agreement, Loan Agreement, Loan Guarantee Agreement, or Line of Credit Agreement) for a specific Award authorized by:
(a) Federal transit laws, 49 U.S.C. chapter 53, as amended, including the following:
(1) The Infrastructure Investment and Jobs Act of 2021 (IIJA), Public Law No. 117-58, November 15, 2021, and other authorizing legislation that may be enacted;
(2) The Fixing America’s Surface Transportation (FAST) Act, Public Law No. 114-94, December 4, 2015;
(3) The Moving Ahead for Progress in the 21st Century Act (MAP-21), Public Law No. 112- 141, July 6, 2012, as amended by the Surface Transportation and Veterans Health Care Choice Improvement Act of 2015, Public Law No. 114-41, July 31, 2015; and
(4) The Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFETEA-LU), Public Law No. 109-59, August 10, 2005, as amended by the SAFETEA-LU Technical Corrections Act of 2008, Public Law No 110-244, June 6, 2008.
(b) Continuing Resolutions or Other Appropriations Resolutions or Acts funding the Department of Transportation during Fiscal Year 2025.
(c) Title 23, United States Code (Highways).
(d) Other federal legislation that FTA administers, as FTA so determines.

Purpose of this Master Agreement
This FTA Master Agreement contains the standard terms and conditions that apply to the Underlying Agreement with the Recipient, which Underlying Agreement may take the form of an:

2 (a) FTA Grant Agreement, including an FTA Grant Agreement for an award of federal assistance under the Tribal Transit Program;
(b) FTA Cooperative Agreement; or
(c) Transportation Infrastructure Finance Innovation Act (TIFIA) or Railroad Rehabilitation and Improvement Financing (RRIF) Loan, Loan Guarantee, Line of Credit, Master Credit Agreement for a Project overseen by FTA, or State Infrastructure Bank (SIB) Cooperative Agreement.

THEREFORE, in consideration of the mutual covenants, promises, and representations herein, FTA and the Recipient agree as follows:

3 GENERALLY APPLICABLE PROVISIONS
Section 1. Terms of this Master Agreement and Compliance. (a) The Recipient must comply with all applicable federal laws, regulations, and requirements, and should follow applicable federal guidance, except as FTA determines otherwise in writing.
(b) To assure compliance with federal laws, regulations, and requirements, the Recipient must take measures to assure that other participants in its Underlying Agreements (e.g., Third Party Participants) comply with applicable federal laws, regulations, and requirements, and follow applicable federal guidance, except as FTA determines otherwise in writing.
(c) FTA may take enforcement action if the Recipient or a Third Party Participant violates an applicable federal law, regulation, or requirement, or does not follow applicable federal guidance.
(d) FTA and the Recipient agree that not every provision of this Master Agreement will apply to every Recipient or Underlying Agreement.
(1) FTA has divided this Master Agreement into the “Preface,” “Generally Applicable Provisions,” and “Special Provisions for Specific Programs.” (2) This Master Agreement has an Appendix A illustrating the specific provisions of this Master Agreement that apply to the Tribal Transit Programs.
(3) Criteria determining which federal laws, regulations, requirements, and guidance apply include the type of Award, the federal law authorizing federal assistance for the Award, the federal law, regulations, or requirements governing how the Award must be implemented, the federal guidance pertaining to the Award, and the Recipient’s legal status as a “state,” “state instrumentality,” a “local government,” a federally recognized Indian Tribe (Indian Tribe), a “private nonprofit entity,” a “private for-profit entity,” or an individual.
(e) As provided in federal laws, regulations, requirements, and guidance, FTA will enforce only those federal laws, regulations, requirements, and guidance that apply to the specific FTA Recipient, its Third Party Participants, or to any Project and related activities encompassed in the Award, the accompanying Underlying Agreement, and any Amendments thereto.

4 (f) Each provision of this Master Agreement must be interpreted in context with all other provisions of this Master Agreement and the Underlying Agreement. If a single provision is read apart from the rest of this Master Agreement or the Underlying Agreement, that provision might not convey the extent of the Recipient’s responsibility to comply with the requirements of this Master Agreement and the Underlying Agreement.
(g) This Master Agreement does not have an Expiration Date. This Master Agreement continues to apply to the Recipient and its Underlying Agreement, until modified or superseded by a more recently enacted or issued applicable federal law, regulation, requirement, or guidance, or Amendment to this Master Agreement or the Underlying Agreement.

Section 2. Definitions.
(a) List of Definitions. In addition to the definitions provided in 49 U.S.C. § 5302, as amended, or in previous legislation if circumstances may require, the Recipient agrees that the following definitions apply:
(1) Application means the request for federal assistance submitted that is signed and dated by the Applicant or an official authorized to act on the behalf of the Applicant, and includes all explanatory, supporting, and supplementary documents filed with FTA by or on behalf of the Applicant, and has been reviewed by FTA staff and addresses FTA’s comments and concerns. An application for federal assistance in the form of a Grant or Cooperative Agreement must be submitted in FTA’s Transit Award Management System (TrAMS).
(2) Approval, unless FTA determines otherwise in writing, means a written statement of an authorized federal official transmitted electronically or in typewritten hard copy expressly permitting the Recipient to take or omit an action in connection with its Underlying Agreement, and signed by a federal official authorized to permit the Recipient to take or omit an action that may not be taken or omitted without the Federal Government’s permission.

Approval does not mean permission to take or omit a similar action other than the specific action for which approval was given and does not include an oral permission or interpretation, which has no legal force, authority, or effect. For purposes of this Master Agreement, the definition of “approval” also applies to “concurrence” and “waiver.”
(3) Associated Transit Improvement means, with respect to a Project or an area to be served by a Project, an activity that is designed to enhance transit service or use and that is physically or functionally related to transit facilities.

5 (4) Award means the Scope of Work that FTA has approved when FTA agreed to provide federal assistance. The Award also includes the requirements of all documents, terms, and conditions incorporated by reference and made part of the Underlying Agreement, which may be a Grant or Cooperative Agreement.
(5) Award Budget [formerly, Approved Project Budget] means the budget for all the Projects encompassed by the FTA Award. In contrast, Project Budget means the budget allocated for a single Project contained within an Award that FTA or a pass-through entity approves during the federal award process or in subsequent amendments to the FTA Award. It may include the federal and non-federal share or only the federal share, as determined by FTA or the pass-through entity. For legal and other purposes, FTA reserves the right to consider information other than that displayed electronically or on paper in the “Award Budget” to determine the scope of the Award, eligible Project activities, and other terms used in connection with the Award. (6) Common Rules means any one or more of the following:
(i) U.S. DOT regulations, “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” 2 CFR Part 1201, which incorporates by reference U.S. Office of Management and Budget (OMB) regulatory guidance, “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,” 2 CFR Part 200;
(ii) U.S. DOT regulations, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local
Governments,” former 49 CFR Part 18; and
(iii) U.S. DOT regulations, “Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-profit Organizations,” former 49 CFR Part

19. (7) Concurrence has the same meaning as the definition of Approval in this section of this Master Agreement.
(8) Cooperative Agreement means an instrument that the Federal Government uses to award federal assistance to the Recipient to support each specific Project and related activities described in the Underlying Agreement in which, consistent with 31 U.S.C. § 6305, the Federal Government takes an active role and retains substantial control. An FTA Cooperative Agreement consists of three parts: