PURCHASE AGREEMENT
FOR SIX (6) NEW TROLLEY VEHICLES FOR THE BALBOA ISLAND/CORONA DEL
MAR LOCAL AREA TRANSIT SERVICES FROM
MODEL 1 COMMERCIAL VEHICLES, INC.
THIS PURCHASE AGREEMENT (“Agreement”) is made and entered into as of this 18th day of November, 2025 (“EffectiveDate”), by and between the CITY OF NEWPORT BEACH, a Californiamunicipal corporation and charter city (“City”),and MODEL 1 COMMERCIAL VEHICLES, INC., an Indiana corporation(“Contractor”),whose address is 14740 Ramona Avenue, Chino, CA 91710, and is made with reference to the following:
RECITALS
City isa municipal corporationduly organized and validlyexistingunder the laws of the State of Californiawith the power to carryon itsbusiness as itisnow being conducted under the statutes of the State of California and the Charter of City.
Cityrequiressix (6)new trolleyvehiclesforthe Balboa Island/Corona Del Mar local area transitservices (“Equipment”) as set forth in Exhibit A, which is attached hereto and incorporatedherein by thisreference.
Contractor has carefullyreviewed and evaluated the specificationsset forthby the City for the Equipment and has committed to deliverthe Equipment required for the price specified in this Agreement within an estimated fourteen (14) months commencing upon execution of thisAgreement.
City has solicitedand received a proposal from Contractor, has evaluated the expertise of Contractor, and desires to submit an order for the Equipment under the terms and conditionsset forthinthisAgreement.
NOW, THEREFORE, in consideration of the mutual representations,warranties and covenants, and other terms and conditions as set forthherein.Contractor and City (each a “Party”and together the “Parties”)agree as follows; A.
B.
C.
D.
1. TERM
The term of this Agreement shall commence on the EffectiveDate, and shall terminate on December 31, 2027, unless terminated earlieras set forth herein.
2. COMPENSATION
City shallchoose the discounted purchase price as more fullydescribed in the PricingProposal attached hereto as ExhibitB and incorporated herein by reference.
The purchase priceforEquipment, includingallsales taxes, shall not exceed Two Million Three Hundred Twenty One Thousand Three Hundred Forty Dollars and 00/100 ($2,321,340.24), (“Total Compensation”). City shall pay Contractor the Total Compensation in fullwithinthirty(30) days of receiptof Equipment.
2.1 ATTACHMENT B
7-6
3. ADMINISTRATION
This Agreement willbe administered by the Public Works Department. City’s Directorof PublicWorks or designee shallbe the ProjectAdministrator and shall have the authorityto act forCity under thisAgreement. The ProjectAdministrator shallrepresent City in allmatters pertainingto the Services to be rendered pursuant to thisAgreement.
4. DELIVERY
Contractor shall deliver the Equipment to the City on the terms and conditions as provided in ExhibitA withinfourteen (14) months afterexecution of this Agreement.
4.1 Deliveryof the Equipment shallbe made to the City’sCorporation Yard at 592 Superior Avenue, Newport Beach, CA 92663, or such other locationas may be designated by City in writing.Time of delivery isof the essence inthisAgreement. City reserves the rightto refuse the Equipment, or part thereof,and to cancel allor any part of the Equipment not conforming to allapplicablespecifications,samples, or descriptions.
City shallreceive a pro-rata refund forthe Equipment, or part thereof, cancelled under thisAgreement, withinthirty(30) calendar days of City’scancellation.Acceptance of any partof the order forEquipment shallnot bind Cityto accept futureshipments nor deprive City of the rightto return Equipment already accepted at Contractor’s expense. Over shipments and under shipments of Equipment shallbe only as agreed to in writingby City. Delivery shall not be deemed to be complete untilall Equipment have been physicallyreceived and accepted inwritingby the City.
Contractor shallsubmit allrequests for extensions of time for deliveryin writingto the City Purchase Administrator not laterthan ten (10) calendar days afterthe startof the conditionthat purportedlycauses a delay. The Purchase Administrator shall review allsuch requests and may, at his/her sole discretion,grant reasonable time extensions forunforeseeable delays thatare beyond Contractor’scontrol.Due to global supply chain constraints,any deliverydate contained herein is a good faithestimate as of the date of this order/contract,and merely an approximation based on current information.Deliveryupdates willbe made available,and a finalfirmdeliverydate willbe provided as soon as possible.
Force Maieure. The time period(s)specifiedinthisSection forthe provision of Equipment rendered pursuant to thisAgreement shallbe extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor,including but notrestrictedto actsofGod or ofthe publicenemy, unusually severe weather, fires,earthquakes, floods,epidemics, quarantine restrictions, riots,strikes,freightembargoes, wars, and/or acts of any governmental agency, including the City,ifContractorshallwithinten (10) days ofthe commencement of such delay notify City inwritingof the cause of the delay. Cityshallascertainthe factsand extent of delay, and extend the time forperforming the services forthe period of the enforced delay when and ifinthe judgment ofthe Citysuch delay isjustified.City’sdetermination shallbe final and conclusive upon the partiesto thisAgreement. In no event shall the Contractor be entitledto monetary damages for any delay in the performance of this Agreement,
4.2 4.3
4.4 Model 1 Commercial Vehicles, Inc. Page 2
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regardless of cause. The Contractor’ssole remedy forany such delay isan extension of the Agreement’s term as provided inthisSection
Notwithstanding Section 4.4, the Parties agree that itis extremely difficult and impracticalto determine and fixthe actual damages that Citywillsustain should the Contractor failto complete the deliveryas calledforinthisAgreement. Should Contractor failto complete the delivery as called for in this Agreement, Contractor agrees to the deduction of liquidated damages in the sum of One Hundred Dollars and 00/100 ($100.00) per day, for every day beyond the date scheduled for delivery provided in Sections 4.1 or 4.3. Execution of thisAgreement shallconstituteagreement by the City and Contractor that the sum of One Hundred Dollars and 00/100 ($100.00) per day, isthe minimum value of costs and actualdamages caused by the failure of Contractor to deliver the Equipment withinthe allottedtime. Allliquidateddamages shallbe paid withinten (10) calendar days of City’swrittenrequest forpayment. Such sum isliquidateddamages and shall not be construed as a penalty, and may be deducted from payments due the Contractor,or recovered from Contractor,as applicable,ifsuch delay occurs.
4.5 5. ACCEPTANCE/ PAYMENT
Unless otherwise agreed to in writingby City,acceptance of the Equipment shall not be deemed complete unless in writingand untilallof the Equipment, includingeach partthereof,has actuallybeen received, inspected and tested to the satisfactionof City.
6. NOTICES
Allnotices,demands, requests or approvals to be given under the terms of thisAgreement shallbe given inwriting,and conclusivelyshall be deemed served when delivered personally,or on the thirdbusiness day afterthe deposit thereof inthe United States mail,postage prepaid,first-classmail,addressed as hereinafterprovided.
6.1 6.2 Allnotices,demands, requests or approvals from Contractor to Cityshallbe addressed to City at:
Attn: Public Works
Public Works Director
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Allnotices,demands, requests or approvals from Cityto Contractor shall be addressed to Contractor at:
6.3 Attention:Jason Spore
Model 1 Commercial Vehicles, Inc.
14740 Ramona Avenue
Chino, CA91710
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7. TAXES
The Total Compensation includes any and allapplicabletaxes and fees, including federal, state and/or local sales or use taxes. Contractor agrees, and issolelyresponsible for,the proper submission of any and allapplicablefederal, state and/or local taxes and fees to the appropriate taxing entity.
8. ENTIRE AGREEMENT
This Agreement contains the entireAgreement between the Parties with respect to allmatters herein, and there are no restrictions,promises, warranties, or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutesor revisionsare validor binding on City unless authorized by City in writing.
Electronicacceptance of any additionalterms, conditionsor supplemental agreements by any Cityemployee or agent, shallnot be validor binding on Cityunless accepted inwriting by the Purchase Administrator. The terms of this Agreement shall supersede any inconsistencies between thisAgreement and the Exhibits hereto.
9. WARRANTY
Contractor expressly warrants that the Equipment covered by this Agreement is:1) free of liensor encumbrances; 2) of merchantable qualityand good for the ordinary purposes forwhich itisused; and 3) fitforthe particularpurpose forwhich it is intended. Acceptance of this Agreement shall constitute an agreement upon Contractor’spart to indemnify,defend and hold City and its indemnities as identified in Section 15 below, and as more fullydescribed inSection 15, harmless from liability,loss, damage and expense, includingreasonable counsel fees, incurred or sustained by City by reason of the failureof the Equipment to conform to such warranties, faultywork performance, negligentor unlawfulacts,and non-compliance with any applicablestateor federal codes, ordinances, orders, or statutes,includingthe Occupational Safety and Health Act (OSHA) and the CaliforniaIndustrialSafety Act. Such remedies shall be in additionto any other remedies provided by law.
Contractor shallprovide the warranties outlined in ExhibitA. Allwarranty periods shallcommence on the date the Equipment isaccepted by the City as provided in Section 5 above. Allwarranty repairwork shallbe conducted by a Contractor-certified dealer/agent inthe Southern Californiaregion.
As of the EffectiveDate of thisAgreement the Contractor-certified dealer/ agent forpurposes of allrepairsand warranty work is:Model 1 Commercial Vehicles, Inc.
The Contractor shallprovide the City with a complete set of all manuals, documentation, and certifications(“Required Documentation”) pertaining to the Equipment. The Required Documentation shallinclude,but isnot limitedto:(1) Operation and Maintenance Manuals: Final,complete, and officialversions of all user manuals, operation guides, maintenance procedures, technical specifications,schematics, and parts listsforthe Equipment; and (2)Warranty Certificates:Alloriginalor certifiedcopies of manufacturer’s warranties, extended warranties, and guarantees associated with the Equipment and any of itsmajor components.
9.1 9.2
9.3 9.4
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10. ASSIGNMENT OR SUBCONTRACTING
The terms, covenants, and conditions contained herein shallapply to and bind the heirs,successors, executors, administratorsand assigns of the Parties. Furthermore, neitherthe performance of thisAgreement nor any portionthereof may be assigned or subcontracted by Contractor withoutthe express writtenconsent of City. Any attempt by Contractor to assign or subcontract the performance or any portion thereof of this Agreement withoutthe express writtenconsent of Cityshall be invalid and shall constitute a breach of thisAgreement.
11. TERMINATION
11.1 Inthe event thateitherParty failsor refuses to perform any of the provisions of thisAgreement at the time and inthe manner required,that Party shallbe deemed in defaultinthe performance of thisAgreement. Ifsuch defaultisnot cured withina period of two (2) calendar days afterreceiptof writtennoticeof defaultspecifyingthe nature of such defaultand the steps necessary to cure such default,or ifmore than two (2)calendar days are reasonably required to cure the default and the defaultingParty failsto give adequate assurance of due performance withintwo (2) calendar days afterreceiptof writtennoticeof default,or thereafterfailsto diligentlytake steps to cure the default,the non-defaultingParty may terminate the Agreement forthwithby givingto the defaulting Party writtennoticethereof.Cityshallbe refunded allmoney forEquipment not delivered and accepted by City at time of termination within thirty(30) calendar days. Cause for defaultshallfurtherbe defined as any breach of thisAgreement, any misrepresentation or fraud on the partof the Contractor and/orfilingof any petitioninU.S. Bankruptcy Court or entering of Bankruptcy by Contractor.
11.2 Notwithstandingthe above provisions.City shallhave the right,at itssole discretionwithout cause, of terminatingthisAgreement at any time by giving seven (7) calendar days priorwrittennoticeto Contractor.Upon termination,the City shallhave no furtherliability,including but not limitedto, any claim for lost profits,consequential damages, or terminationcosts. City shall be refunded all money for Equipment not deliveredand accepted by Cityat time of terminationwithinthirty(30)calendar days. On the effectivedate of termination. Contractor shall deliverto City allequipment, reports, documents and other informationdeveloped or accumulated in the performance of this Agreement, whether in draftor finalform.
12. CONSENT TO BREACH NOT WAIVER
No term or provisionof thisAgreement shallbe deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented to such breach. Any consent by any Party to,or waiver of,a breach by the other,whether express or implied, shallnot constitute consent to,waiver of,or excuse forany other differentor subsequent breach.
13. REMEDIES NOT EXCLUSIVE
The remedies for breach set forthinthisAgreement are cumulative as to one (1) another and as to any other provided by law, ratherthan exclusive;and the expression of Model 1 Commercial Vehicles, Inc. Page 5
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certainremedies inthisAgreement does not preclude resortby eitherParty to any other remedies provided by law.
14. FAITHFUL PERFORMANCE BOND
14.1 Contractor shallperform allwork under thisAgreement, taking necessary steps and precautions to perform the work to City’ssatisfaction. Contractor shall be responsible for the professional quality,technical assurance, timely completion and coordination of all documentation and other Equipment or services furnished by the Contractor under thisAgreement. Contractor shallperform allwork diligently,carefully, and in a good and workman-like manner; shallfurnishalllabor,supervision,machinery, equipment, materials,and supplies necessary therefore;shallat itssole expense obtain and maintain allpermits and licenses required by public authorities,includingthose of City required in itsgovernmental capacity,in connection with performance of the work; and, ifpermitted to subcontract, shall be fullyresponsible for allwork performed by subcontractors.
14.2 Contractor shallobtain,provide and maintain at itsown expense during the term of thisAgreement a FaithfulPerformance Bond inthe amount of twenty fivepercent (25%) of the Total Compensation to be paid Contractor as set forthin thisAgreement.
The form of such Faithful Performance Bond is attached as ExhibitD and incorporated herein by reference. The FaithfulPerformance Bond shall be issued by an insurance organizationor surety (1)currentlyauthorized by the Insurance Commissioner to transact business of insurance inthe State of California,(2) listedas an acceptable surety inthe latestrevisionof the Federal Register Circular570, and (3) assigned a Policyholders' Rating A- (orhigher)and FinancialSize Category Class VII(or larger)inaccordance with the latesteditionof Best's Key Rating Guide: Property-Casualty .
14.3. Contractor shalldeliver,concurrentlywith execution of thisAgreement, the FaithfulPerformance Bond and a certifiedcopy of the “Certificateof Authority”of the Insureror Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transactsurety insurance inthe State of California.
15. INDEMNIFICATION
15.1 To the fullestextent permitted by law. Contractor shall indemnify, defend and hold harmless City, itsCity Council, boards and commissions, officers,agents, volunteers,and employees (collectively,the “Indemnified Parties”)from and against any and allclaims (including,without limitation,claims for bodilyinjury,death or damage to property),demands, obligations,damages, actions, causes of action, suits, losses, judgments, fines,penalties,liabilities,costs and expenses (including,without limitation, attorney’sfees, disbursements and court costs) of every kind and nature whatsoever (individually,a Claim; collectively,“Claims”),which may arisefrom or inany manner relate (directlyor indirectly)to any breach of the terms and conditions of thisAgreement, any work performed or services or equipment provided under this Agreement including, without limitation,defects in workmanship or materials (including the negligent and/or willfulacts, errors and/or omissions of Contractor, its principals,officers,agents, employees, suppliers,consultants,subcontractors, anyone employed directlyor indirectly by any of them or forwhose acts they may be liableor any or allof them).
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15.2 Notwithstanding any other provision of this Agreement to the contrary Contractor shall not be required to indemnify the Indemnified Parties from any and all Claims (a)arisingfrom the sole or partialnegligence (including,without limitation,active and pass negligence) or willfulmisconduct of the Indemnified Parties or their boards and commissions, officers,agents, volunteers,representatives,contractors,and employees, as wellas any thirdparties,or (b)thatare filedincourt or any other administrativeagency or asserted (inwriting)against Indemnified Partiesmore than one (1)calendar year after the projectand/or services contemplated by thisAgreement are completed. The “active and passive negligence or willfulmisconduct” in the preceding sentence shall mean, without limitationor affectingthe statutoryand common law legaldefinition.Indemnified Parties failingto promptly follow writtenrecommendations of Contractor arisingout of or relatingto the Equipment provided. Nothing in this indemnity shall be construed as authorizingany award of attorneys’fees in any action on or to enforce the terms of this Agreement. This indemnity shallapply to allclaims and liabilityregardless of whether any insurance policiesare applicable.The policylimitsdo not act as a limitationupon the amount of indemnification to be provided by Contractor; provided however, that Contractor shallbe reimbursed for any indemnificationprovided to Indemnified Parties from insurance policy benefits paid to Indemnified Partiesarisingout of or relatingto the Claim.
16. CHARGES AND LIENS
Contractor shallpay promptly allindebtedness forlabor,materials and equipment used in performance of the work. Contractor shallnot permit any lienor charge to attach to the Equipment, but ifany does so attach.Contractor shallpromptly procure itsrelease and, in accordance with the requirements of Section 15 above, indemnify, defend, and hold City harmless and be responsible forpayment of allcosts,damages, penaltiesand expenses relatedto or arisingfrom or relatedthereto.
17. INSURANCE
Without limitingContractor’sindemnificationof City,and priorto commencement of work. Contractor shallobtain,provide and maintain at itsown expense during the term of thisAgreement or forother periods as specifiedinthisAgreement, which shallbe valid untildeliveryand acceptance of the vehicles as set forthin thisAgreement, policiesof insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as ExhibitC, and incorporated herein by reference.
18. CHANGE OF OWNERSHIP
Contractor agrees that ifthere isa change or transferin ownership of Contractor’s business priorto completion of thisAgreement, the new owners shallbe required under terms of sale or other transfer to assume Contractor’s duties and obligationscontained in thisAgreement and complete them to the satisfactionof City.
19. CONFIDENTIALITY
Contractor agrees to maintain the confidentialityof allCityand City-relatedrecords and information pursuant to allstatutorylaws relatingto privacy and confidentialitythat currentlyexistor existat any time during the term of thisAgreement. All such records Model 1 Commercial Vehicles, Inc. Page 7
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and information shall be considered confidential and kept confidentialby Contractor and Contractor’sstaff,agents, employees and subcontractors.
20. FREIGHT (F.O.B. DESTINATION)
The Total Compensation includes shipment and delivery of Equipment to designated City location. Contractor assumes fullresponsibilityfor alltransportation, transportation scheduling, packing, handling, insurance, and other services associated with deliveryof allproducts deemed necessary under thisAgreement.
21. TERMS AND CONDITIONS
Contractor acknowledges that ithas read and agrees to all terms and conditions included in thisAgreement.
22. SIGNATORIES AUTHORITY
Each person executing this Agreement expressly warrants that he or she is authorizedto do so on behalfofthe entityforwhich he or she isexecuting thisAgreement.
The City and Contractor represent and warrant that this Agreement is executed voluntarily,with fullknowledge of itssignificance.
23. STANDARD PROVISIONS
23.1 Recitals.Cityand Contractor acknowledge thatthe above Recitals are true and correctand are hereby incorporated by reference into thisAgreement.
23.2 Compliance with all Laws. Contractor shall at itsown cost and expense comply with allstatutes,ordinances, regulationsand requirements of allgovernmental entities,includingfederal,state,county or municipal,whether now in force or hereinafter enacted. In addition,allWork prepared by Contractor shallconform to applicableCity, county, stateand federal laws,rules,regulationsand permit requirements and be subject to approval of the ProjectAdministratorand City.
23.3 Waiver. A waiver by eitherparty of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.
23.4 Integrated Contract. This Agreement represents the fulland complete understanding of every kind or nature whatsoever between the Parties hereto, and all preliminary negotiations and Agreements of whatsoever kind or nature are merged herein. No verbal contractor impliedcovenant shallbe held to vary the provisions herein.
23.5 Conflicts or Inconsistencies. In the event there are any conflictsor inconsistencies between thisAgreement and the Exhibits attached hereto, the terms of thisAgreement shallgovern.
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23.6 Amendments. This Agreement may be modified or amended only by a writtendocument executed by both Contractor and City and approved as to form by the CityAttorney.
23.7 Controlling Law and Venue. The laws of the State of Californiashallgovern this Agreement and allmatters relatingto itand any action brought relatingto this Agreement shall be adjudicated in a court of competent jurisdictionin the County of Orange, State of California.The CaliforniaCommercial Code shallbe the controllinglaw forthe terms of thisAgreement.
23.8 Equal Opportunity Employment. Contractor represents that itis an equal opportunity employer and itshallnot discriminateagainst any subcontractor,employee or applicantfor employment because of race, religion,color,nationalorigin,handicap, ancestry, sex, age or any other impermissible basis under law.
23.9 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against eitherParty by reason of the authorship of the Agreement or any other rule of constructionwhich might otherwise apply.
23.10 Severability.Ifany term or portion of thisAgreement is held to be invalid, illegal,or otherwise unenforceable by a court of competent jurisdiction,the remaining provisionsof thisAgreement shallcontinue in fullforce and effect.
23.11 No Attorneys’Fees. Inthe event of any dispute or legalaction arisingunder thisAgreement, the prevailingParty shallnot be entitledto attorneys’fees.
23.12 Counterparts. This Agreement may be executed in two (2) or more counterparts,each of which shallbe deemed an originaland allof which together shall constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the partieshave caused thisAgreement to be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY’S OFFICE
Date:
CITY OF NEWPORT BEACH,
a Californiamunicipal corporation
Date:
rj^nC.Harp '
CityAttorney
By; By:
Aar; Joe Stapleton
Mayor
ATTEST:
Date:
CONTRACTOR: Model 1 Commercial
Vehicles, Inc.,a Indiana
Date:
By:. By:
Lena Shumway
City Clerk
Jason Spore
TransitBid Manager
[END OF SIGNATURES]
Attachments: ExhibitA - Equipment Specifications
ExhibitB - Schedule of BillingRates
ExhibitC - Insurance Requirements
Exhibit D - Faithful Performance Bond
Model 1 Commercial Vehicles, Inc. Page 10
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EXHIBIT A
EQUIPMENT SPECIFICATIONS
Model 1 Commercial Vehicles, Inc. Page A-1
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VEHICLE SPECIFICATIONS
Instructions:Initialthe bottom of Vehicle Specificationsheet provided and remit as part of your Bid, acknowledging a demonstrated understanding of the VehicleSpeciifcations.Any and allexceptionstothe stated mandatory minimum requirements shallbe indicatedon the Statement of Compliance (Attachment A) and identiifedby the Item Number listedinthe specifications.Each specification’sdrop-down menu must be completed to note as compliant or not compliant. Failureto note compliance or to listexceptionsshall resultinyour Bid being deemed as non-responsive.
Deviationsfrom these specificationswhich exceed specifieddimensions, capacity,qualityor performance may be considered unless specificor maximum requirements are set,provided the manufacturer submits fulldescription and explanation of and justiifcationfor proposed deviations based on acceptable engineering practices.
TROLLEY
UPGRADES/OPTIONS
SPECIFICATIONS YES NO
1. Hometown Manufacturing Villager178 Trolley
Vehicle(Sixtotalvehicles)(orapproved equal)
Base Vehicle
1. Compressed NaturalGas (CNG) System (Used
with Ford F53 Gasoline Chassis)
Aluminum Wheels
Chassis Options
2. T! DriverFanElectricalOptions
1. AM/FM/CD/IPOD/USB with4 Speakers
2. Page System REI with 4 Speakers
1■ AltroTransit One Piece Floor (or approved equal)
1. TotallyEnclosed Body
2. 4 Window PairOpen AirSection InsertIncluded
Rain Curtains and Guard
3. LED Headlights
4. Ramco Heated Remote Mirrors
5. Sportsworks 2 Position Bike Rack
Audio Video Options
Flooring Options
ExteriorOptions
ParatransitOptions 1. Lift,Package Braun Century, PlatformPriority Seating Signs,ADA LocationSigns,ADA
Lighting,Interlock,Audible
Q'straintSide-N-Click(Each Position)(or
approved equal)
AuthenticGong BellPassenger Stop Request
Pull Cord
Two (2)PositionFlipSeat Perimeter Fold Up with
Wood Slats
2. y3.
4. 5. Storaqe Box for Belts - Holds One (1) Set
1. Escape Hatch Standard Model
2. Back Up Camera - Color Monitor
3. Drivers Stanchion, with Lexan Modesty Barrier
Safety Options
y
InteriorOptions 1. Natural Oak Interior with Trim
y2. Stainless Handrails Horizontal and Entry
Graphics Options 1. Custom Two (2)Tone PPG Paint and HT Stripe Package (as approved by City)
2. Polished Aluminum Wheels with Protective
Coating
1. Vintage StyleSeats with Oat Slats (perdouble
set) Trolley
y
Passenger Seating
Options y
DriverSeating Options 1. USSC 9100 AirSuspension Seat - Black Vinyl (or approved equal) y
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DELIVERY
Bid priceto includedeliveryto the Cityof Newport
Beach;
Cityof Newport Beach - Equipment Maintenance
Division PublicWorks Department
592 SuperiorAve, BuildingD
Newport Beach, CA 92663
WARRANTY & MANUALS
36-month / 36,000-mile New VehicleLimitedWarranty
60-month /60.000-mile Powertrain Warranty >/
60-month /unlimitedmileage CorrosionCoverage
Warranty
36-month /36,000-mileRoadside AssistanceProgram
Warranty
1 Service/TechnicalManual attime ofdelivery(If
Manual not available online)
INITIAL;
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MODEL 1C0MMERICAL VEHICLES
9225 PriorityWay W. Dr.
Suite 300
indianapolis,IN46240
Ml MQDEUL
DBA Creative Bus Sales. Inc.
CityofNewportBeach
Current Critical Vehicle Status
Vehicle chassisbidwillbe Model Year (MY)2026. MY2025 chassisare no longeravailable.
CNG system on MY2026 chassisispending CARB Certification.Thisisan applicationprocess,and no completiondate has been givenby CARB.
Itisourgoaltodeliverallvehiclesby the specifieddate of March 17,2027, however, CNG production/installationtimelinewillbe whollydependent on the availabilityofCNG components as approved/certifiedby CARB.
Ifthere isan issue with CARB certificationfor the CNG system,we can offerthevehicleswith agasoline enginefor$306,000.00pervehicle(notincludingtax,license,etc.) Setting the example the industry follows
7-19
2 1
315.00
4 Window Section with railingand rainguar GINE COMPARTMENT A
HFnowrrsERr
nB Bt
I
g22.00
>0
Os
3. 5
ll
^48"WHEELCljiAIRLIFT/
REAR ENTRAf*€E
38.00"DOoIr
4 windownjsectionwithrailingand rainguards
A =EMERGENCY EXIT 178" Wheel Base
NEWPORT BEACH FP
UNLESS OTHgRWBE SPEOflH); NAME DATE
HOMETOWN TROLLEY
A A
TMJ 4/22/UDRAWNDIMB'iSiONS ARE IN INCHES
TOLERANCES;
SRACnONALt
ANGULAR; MACH t BEND i
TWO PLACE decimal ♦
THREE P.ACE decimal I
TITLE:
178 VILLAGER
FLOOR PLAN
TOP VIEW
CHECKED
ENGAPPR.
M'OAPPR.
O.A.INTER»»FOEOMEHIC
TaERANONO PER,FROPRKTAIY ANDCOlWDiNIIAl
THE INfORMATON CONTAINED IN MS
DRAWING ISTHE SOU »ROf>ERTr Of
HOMETOWtJ TROLLEY ANY
RE'ROOLICtlON IN PART OR AS A WHOLE
WITHOUT THE WRIHEN PERNRSSION Of
HOMETOWN tROlier IS
PROHUITEO.
COMMENTS:
MATERAL
SIZE DWG. NO. REV
A HOMETOWN A
F.NiSH
SCALE: l:35waGHT: SHEET 1 OF 2DO NOT scale DRAWING
2 1
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EXHIBIT B
SCHEDULE OF BILLING RATES
Model 1 Commercial Vehicles, Inc. Page B-1
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Line Items
Discount Terms No Discount
Item # Item Cede Type Item Description UOM QTY Unit Price Line Total Response Comment Section 1 $2,321,340.2400
TrolleyVehicles each 6 $356,250.0000 $2,137400.0000 Yes Tire Recycling Fee (ifappUcaple) lot $63.0000 $63.00001 Yes Included in cost of vehicleDeliveryforall6 Trolleys each 1 $0.0000 $0.0000 Yes Sales Tax 7.75% for each Trolley each 6 $40.070/vchkle isnoffUxable due to ADA compUance$24,510.5400 $147,063.2400 Yes E-Fileand prep feesDMV Documentation Fee (exempt plates) each 6 $119.0000 $714.0000 Yes Other Miscellaneous Fee (ifapplicable) lot $0.0000 $0.00001 Yes Cost of FaithfulPerformance Bond for 6 Trolleys lot 1 $36,000.0000 $36,000.0000 Yes Line Item Subtotals
Section Tltlo UnoToUi
Section 1 $2421340.2400
$24213404400Grand Tout
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EXHIBIT C
INSURANCE REQUIREMENTS
1. Provision of Insurance. Without limitingContractor’sindemnificationof City,and priorto commencement of Purchase Agreement, Contractor shallobtain,provide and maintain at itsown expense during the term of thisAgreement, policiesof insurance of the type and amounts described below and ina form satisfactoryto City.Contractor agrees to provide insurance inaccordance with requirements set forthhere.IfContractoruses existingcoverage to comply and thatcoverage does not meet these requirements. Contractor agrees to amend, supplement or endorse the existingcoverage.
Acceptable Insurers. All insurance policiesshall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California,with an assigned policyholders’ Rating of A- (or higher) and FinancialSize Category Class VII (or larger)in accordance with the latesteditionof Best’sKey Rating Guide, unless otherwise approved by the City’sRisk Manager.
Coverage Requirements.
Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation Insurance providing statutory benefits and Employer’s LiabilityInsurance with limitsof at least one milliondollars($1,000,000) each employee for bodily injuryby accident and each employee for bodily injuryby disease in accordance with the laws of the State of California. In addition.Contractor shallrequireeach subcontractor to similarlymaintain Workers’ Compensation Insurance and Employer’s LiabilityInsurance in accordance with California law for allof the subcontractor’s employees. The insurer issuingthe Workers’ Compensation insurance shallamend itspolicy by endorsement to waive allrightsof subrogation against City,itsCity Council,boards and commissions, officers,agents,volunteers,employees.
Contractor shall submit to City,along with the certificateof insurance, a Waiver of Subrogation endorsement infavorof City,itsCityCouncil,boards and commissions, officers,agents, volunteers,employees.
General Liability Insurance. Contractor shall maintain commercial general liabilityinsurance,and ifnecessary excess/umbrella liabilityinsurance, with coverage at leastas broad as provided by Insurance Services Office form CG 00 01, in an amount not less than two milliondollars($2,000,000) per occurrence, four milliondollars($4,000,000) general aggregate and four milliondollars($4,000,000) completed operations aggregate. The policy shallcover liabilityarisingfrom bodily injury,property damage, products- completed operations,personal and advertisinginjury,and liabilityassumed under an insured contract(includingthe tortliabilityof another assumed in a business contract).
2. 3.
A.
B.
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Contractor shall submit to City, along with a certificateof insurance, additionalcoverage as stated inSection 4. Other Insurance Requirements.
Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injuryand property damage for allactivities of Contractor arising out of or in connection with this Purchase Agreement, including coverage forany owned, hired,non-owned or rented vehicles, in an amount not lessthan fivemilliondollars($5,000,000)combined single limitforeach accident.
C.
Contractor shall submit to City, along with a certificateof insurance, additionalcoverage as stated in Section 4. Other Insurance Requirements.
Products LiabilityCoverage. Contractor shall maintain products liability insurance and completed operations covering claims arising out of or resultingfrom defectsin design, manufacture, assembly, or installation of the trolleycars, includingany work performed by subcontractors. Such insurance shallprovide coverage with limitsinan amount not less than two milliondollars($2,000,000) combined single limitfor each occurrence.
Coverage under thispolicyshallextend for the duration of the warranty period and fora minimum of twelve (12) months followingfinalacceptance of the trolleycars by the City.
D.
Contractor shall submit to City, along with a certificateof insurance, additionalcoverage as stated in Section 4. Other Insurance Requirements.
E. Inland Marine Insurance. Contractor shall maintain inland marine insurance covering physical loss of or damage to the trolleycars and all related components, parts,and equipment from the time such property leaves the Contractor’spremises untildeliveryand acceptance by the City.Coverage shall be written on an “AllRisk” or equivalent basis and shall insure the property for itsfullreplacement cost value, with no coinsurance clause.
Contractor shallbe solelyresponsible for the payment of any deductible.
Cityshallbe named as Loss Payee with respect to property insured under thispolicy.
Contractor shall submit to City, along with a certificateof insurance, additionalcoverage as stated in Section 4. Other Insurance Requirements.
F. Excess/Umbrella LiabilityInsurance. Ifany Excess or Umbrella Liability policiesare used to meet the limitsof liabilityrequired by thiscontract,then said policiesshall be “followingform” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this contract, including, but not limited to, the additionalinsured and primary & non-contributoryinsurance requirements Model 1 Commercial Vehicles, Inc. Page C-2
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stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss untilthe Contractor’s primary and excess/umbrella liabilitypoliciesare exhausted.
Contractor shall submit to City, along with a certificateof insurance, additionalcoverage as stated in Section 4. Other Insurance Requirements.
Other Insurance Requirements. The policiesare to contain, or be endorsed to contain,the followingprovisions:
4. A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Purchase Agreement shall be endorsed to waive subrogation against City of City,itsCityCouncil,boards and commissions, officers,agents,volunteers,employees, orshallspecificallyallow Contractor or others providing insurance evidence in compliance with these requirements to waive their rightof recovery priorto a loss. Contractor hereby waives itsown rightof recovery against City,and shallrequiresimilar written express waivers and insurance clauses from each of its subcontractors.
B. Additional Insured Status. All liabilitypoliciesincludinggeneral liability, excess/umbrella liability,products and completed operations, products liability,and automobile liability,ifrequired,but not including professional liability,shallprovide or be endorsed to provide that City,itsCityCouncil, boards and commissions, officers,agents, volunteers,employees shall be included as additionalinsureds under such policies.
Primary and Non Contributory. Contractor’s insurance coverage shall be primary insurance and/or the primary source of recovery with respect to City,itsCityCouncil, boards and commissions, officers,agents, volunteers, employees. Any insurance or self-insurancemaintained by City shall be excess of Contractor’s insurance and shall not contribute with it.
C.
D. Loss Payee. Losses payable under the “AllRisk” Insurance policiesshall be paid to the Cityas itsinterestsmay appear.
E. Notice of Cancellation.Allpoliciesshallprovide City withthirty(30) calendar days’ notice of cancellation or nonrenewal of coverage (except for nonpayment for which ten (10) calendar days’ notice is required),which shallcontain an endorsement with said required notices.
F. Subcontractors. Contractor shall require and verifythat all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format at leastas broad as CG 20 38 04 13. Limits Model 1 Commercial Vehicles, Inc. Page C-3
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of liabilityforGeneral Liabilityinan amount not less than one million dollars ($1,000,000) per occurrence, two milliondollars ($2,000,000) general aggregate and two milliondollars ($2,000,000) completed operations aggregate; Auto Liabilityin an amount not less than one million dollars ($1,000,000)combined singlelimitforeach accident.
5. Additional Agreements Between the Parties. The parties hereby agree to the following:
Evidence of Insurance. Contractor shallprovide certificatesof insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation and other endorsements as specifiedherein for each coverage. All of the executed documents referenced in this Contract must be returned to City within ten (10) regular City business days after the fullexecution of Purchase Agreement. Insurance certificatesand endorsements must be approved by City’s Risk Manager prior to commencement of Agreement. Current certificationof insurance shallbe kept on filewith Cityat alltimes during the term of this Contract. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on itsbehalf.At leastfifteen(15) days priorto the expiration of any such policy,evidence of insurance showing that such insurance coverage has been renewed or extended shallbe filedwith the City.Ifsuch coverage iscancelled or reduced. Contractor shall,within ten(10) days after receiptof writtennotice of such cancellationor reduction of coverage, file with the Cityevidence of insurance showing thatthe required insurance has been reinstatedor has been provided through another insurance company or companies. City reserves the rightto requirecomplete, certifiedcopies of allrequired insurance policies,at any time.
City’sRightto Revise Requirements. The Cityreserves the rightat any time during the term of the Contract to change the amounts and types of insurance required by givingContractor ninety(90)calendar days’ advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor’scompensation.
A.
B.
C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City willbe submitted to City for review. Failure of Cityto request copies of such agreements willnot impose any liabilityon City, or its employees. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance requiredfrom subcontractors.For CGL coverage, subcontractors shallprovide coverage with a format at leastas broad as CG 20 38 04 13.
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D. Enforcement of Contract Provisions.Contractoracknowledges and agrees that any actual or alleged failureon the part of Cityto inform Contractor of non-compliance with any requirement imposes no additionalobligationson City nor does itwaive any rightshereunder.
Requirements not Limiting.Requirements of specificcoverage features or limits contained in this Exhibit C are not intended as a limitation on coverage, limitsor other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature isfor purposes of clarificationonly as itpertainsto a given issue and is not intended by any party or insured to be allinclusive,or to the exclusion of other coverage, or a waiver of any type. Ifthe Contractor maintains higher limitsthan the minimums shown above, the City requires and shall be entitledto coverage for higher limitsmaintained by the Contractor. Any available proceeds in excess of specifiedminimum limitsof insurance and coverage shallbe availableto the City.
Self-InsuredRetentions. Contractor agrees not to self-insureor to use any self-insuredretentionson any portionof the insurance required herein and furtheragrees thatitwillnot allow any indemnifyingparty to self-insureits obligationsto City. IfContractor’sexistingcoverage includes a self-insured retention, the self-insured retention must be declared to City. City may review options with Contractor,which may include reduction or elimination of the self-insured retention, substitution of other coverage, or other solutions. Contractor agrees to be responsible for payment of any deductibles on theirpolicies.
E.
F.
G. City Remedies for Non Compliance. IfContractor or any subcontractor fails to provide and maintain insurance as required herein,then City shallhave the rightbut not the obligation,to purchase such insurance, to terminate this Contract,or to suspend Contractor’srightto proceed untilproper evidence of insurance is provided. Any amounts paid by City shall,at City’ssole option,be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand.
Timely Notice of Claims. Contractor shallgive Cityprompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under thisContract, and that involve or may involve coverage under any of the required liabilitypolicies.City assumes no obligation or liabilityby such notice, but has the right(but not the duty) to monitor the handling of any such claim or claims ifthey are likely toinvolve City.
Coverage not Limited. All insurance coverage and limitsprovided by Contractor and availableor applicable to thisContract are intended to apply to the fullextent of the policies.Nothing contained in thisContract or any H.
I.
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other agreement relatingto City or itsoperations limitsthe applicationof such insurance coverage.
J. Coverage Renewal. Contractor willrenew the coverage required here annually as long as Contractor continues to provide any Purchase Agreement under this or any other Contract or agreement with City.
Contractor shall provide proof that policiesof insurance required herein expiring during the term of this Contract have been renewed or replaced with other policiesproviding at leastthe same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letterfrom Contractor’sinsurance agent to thiseffectis acceptable. A certificate of insurance and/or additional insured endorsement as required in these specificationsapplicableto the renewing or new coverage must be provided to Citywith five(5) calendar days of the expirationof the coverages.
Maintenance of General LiabilityCoverage. Contractor agrees to maintain commercial general liabilitycoverage for a period of ten (10) years after completion of the Projector to obtain coverage for completed operations liabilityforan equivalent period.
K.
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EXHIBIT D
CITY OF NEWPORT BEACH
BOND NO.
FAITHFUL PERFORMANCE BOND
The premium charges on thisBond is$ , being at the
rate of $ thousand of the Agreement price.
WHEREAS, the City of Newport Beach, State of California,has awarded to Model 1 Commercial Vehicles, Inc.hereinafterdesignated as the “Principal,”an agreement for Six New Trolley Vehicles for the Balboa Island/Corona Del Mar Local Area Transit Services,inthe Cityof Newport Beach, instrictconformitywith the Agreement on filewith the office ofthe City Clerk of the City of Newport Beach, which isincorporated herein by this reference.
WHEREAS, Principalhas executed or isabout to execute the Agreement and the terms thereof require the furnishing of a Bond for the faithfulperformance of the Agreement.
NOW, THEREFORE, we, the Principal,and
, duly authorized to
transact business under the laws of the State of California as Surety (hereinafter “Surety”),are held and firmlybound unto the City of Newport Beach, in the sum of Two MillionThree Hundred Twenty One Thousand Three Hundred Forty ($2,321,340.24) lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Agreement, to be paid to the City of Newport Beach, its successors, and assigns; forwhich payment well and trulyto be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointlyand severally, firmlyby these present.
THE CONDITION OF THIS OBLIGATION IS SUCH, that ifthe Principal,or the Principal’sheirs,executors, administrators,successors, or assigns, failto abide by, and well and truly keep and perform any or all the Work, covenants, conditions, and agreements inthe Agreement and any alterationthereof made as therein provided on its part,to be kept and performed at the time and inthe manner therein specified,and in all respects according to itstrue intentand meaning, or failsto indemnify, defend, and save harmless the City of Newport Beach, itsofficers,employees and agents, as therein stipulated,then. Surety willfaithfullyperform the same, in an amount not exceeding the sum specified inthisBond; otherwise thisobligationshall become null and void.
As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorneys fees, incurred by City,only in the event City is required to bring an action in law or equity against Surety to enforce the obligationsof thisBond.
Surety, forvalue received, stipulatesand agrees that no change, extension of time, alterationsor additions to the terms of the Agreement or to the Work to be performed Model 1 Commercial Vehicles, Inc. Page D-1
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thereundershallinany way affectitsobligationson thisBond, and itdoes hereby waive notice of any such change, extension of time, alterationsor additionsof the Agreement or to the Work or to the specifications.
This Faithful Performance Bond shall be extended and maintained by the Principal in fullforce and effectforone (1) year followingthe date of formal acceptance of the Project by City.
In the event thatthe Principalexecuted thisbond as an individual,itisagreed that the death of any such Principalshallnot exonerate the Surety from itsobligationsunder this Bond.
IN WITNESS WHEREOF, thisinstrumenthas been duly executed by the Principal day ofand Surety above named, on the 20
Name of Contractor (Principal) Authorized Signature/Title Name of Surety Authorized Agent Signature
Address of Surety Print Name and Title
Telephone
APPROVED AS TO FORM:
CITY ATTORNEY’S OFFICE
Date;
By:
Aaron C. Harp
City Attorney
NOTARY ACKNOWLEDGMENTS OF
CONTRACTOR AND SURETY MUST BE A TTACHED
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ACKNOWLEDGMENT
A notary public or other officercompleting this
certificateverifiesonlythe identityofthe individualwho
signed the document to which this certificateis
attached,and notthe truthfulness,accuracy,or validity
of that document.
State of California
County of } ss.
On 20. before me.
Notary Public,personallyappeared
who proved to me on the basisofsatisfactoryevidence to be the person(s)whose name(s) is/are subscribedtothe withininstrumentand acknowledged to me thathe/she/they executed the same in his/her/theirauthorizedcapacity(ies),and thatby his/her/theirsignatures(s)on the instrument the person(s),or the entityupon behalfofwhich the person(s) acted, executed the instrument.
Icertifyunder PENALTY OF PERJURY under the laws ofthe Stateof Californiathatthe foregoing paragraph istrue and correct.
WITNESS my hand and officialseal.
Signature (seal)
ACKNOWLEDGMENT
A notary public or other officer completing this
certificateverifiesonly the identityof the individualwho signed the document to which this certificateis
attached,and not the truthfulness,accuracy, or validity of that document.
State of California
County of } ss.
On ..20. before me.
Notary Public,personallyappeared ,
proved to me on the basis of satisfactoryevidence to be the person(s) whose name(s) is/are subscribed to the withininstrumentand acknowledged to me thathe/she/they executed the same in his/her/theirauthorizedcapacity(ies),and thatby his/her/theirsignatures(s)on the instrument the person(s),or the entityupon behalf of which the person(s) acted, executed the instrument.
Icertifyunder PENALTY OF PERJURY under the laws of the State of California thatthe foregoing paragraph istrue and correct.
WITNESS my hand and officialseal.
Signature (seal)
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