Porterville City Council
November 19, 2024

City of Porterville
Trash Receptacles
Exhibit B – Sample General Services Agreement

CITY OF PORTERVILLE

GENERAL SERVICES AGREEMENT WITH
[insert full name of Contractor and Project Name and/or number] This General Services Agreement (Agreement) is entered into between the City of Porterville, a municipal corporation (City), and _______________________ [complete name of legal business entity], a __________________ [business status, such as a California corporation] (Contractor). City and Contractor are referred to individually as “Party” and collectively as “Parties.”
Recitals
A. City desires to retain Contractor to complete a XXXXXXXXX Project (Project); and B. On XXXXXXX, the City issued a Request for Proposals (RFP) for the XXXXXXXXXX (Project). On XXXXXX, Contractor submitted its proposal for the Project to the City. City has determined that Contractor possesses the skills, experience and certification required to provide the goods and services.

C. After negotiations between the City and Contractor, the Parties have reached an agreement for the performance of services in accordance with the terms set forth in this Agreement.

D. This Agreement is being executed pursuant to Resolution No. ______-2024 approved by the Porterville City Council on ____________, 2024.

Now therefore, the Parties mutually agree as follows:

1. Scope of Work. Contractor shall provide the goods and services required to complete the Project, described in Exhibit “A” attached hereto and incorporated herein by reference. The goods and services shall be performed by, or under the direct supervision of, Contractor’s Authorized Representative: __________________. Contractor shall not replace its Authorized Representative, nor shall Contractor use or replace any subcontractor or subcontractor, without City’s prior written consent. The City may terminate this Agreement if Contractor makes any such change or replacement, or uses any unapproved subcontractor or subcontractor.

2. Time of Performance. Time is of the essence in the performance of services under this Agreement and the timing requirements set forth shall be strictly adhered to unless otherwise modified in writing in accordance with this Agreement. Contractor shall begin performance, and shall complete all required services no later than the dates set forth in Exhibit “A.” Any services for which times for performance are not specified in this Agreement shall be started and completed by Contractor in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the Contractor. Contractor shall submit all

City of Porterville
Trash Receptacles
requests for time extensions to the City in writing no later than ten days after the start of the condition which purportedly caused the delay, and not later than the date on which performance is due. City shall grant or deny such requests at its sole discretion.

2.1. Term. The Term of this Agreement shall begin on _____________ and end on ___________, unless terminated in accordance with Section 6.

3. Compensation. City shall pay Contractor on a lump sum basis, at the billing rate set forth in Exhibit “C”, attached hereto and incorporated herein by this reference for goods and services performed under this Agreement.

3.1. Not to Exceed Amount. Contractor’s total compensation under this Agreement shall not exceed $_______________. Contractor’s billing rates shall cover all costs and expenses for Contractor’s performance of this Agreement. No work shall be performed by Contractor in excess of the total compensation amount provided in this section without the City’s prior written approval. Notwithstanding anything contained herein to the contrary, the payment of any funds under this Agreement shall be subject to the City of Porterville’s appropriation of funds for the Services. This Agreement shall terminate in the event that such funds are not appropriated.

3.2. Invoices. Contractor shall submit monthly invoice(s) to the City that describe the goods and services performed, including times, dates, and names of persons performing the services.

3.2.1. Contractor’s failure to submit invoice(s) in accordance with these requirements may result in the City rejecting said invoice(s) and thereby delaying payment to Contractor.

3.3. Payment. Subject to the City acceptance of the Services as discussed in Exhibit A attached hereto and completion of the Project to the City’s satisfaction, within 30 days after the City’s receipt of invoice(s), City shall make payment to the Contractor based upon the services described on the invoice(s).

3.4. The acceptance by Contractor of the final payment made under this Agreement shall constitute a release of City from all claims and liabilities for compensation to Contractor for anything completed, finished or relating to Contractor’s services. Contractor agrees that payment by City shall not constitute nor be deemed a release of the responsibility and liability of Contractor or its employees, subcontractors, agents and subcontractors for the accuracy and competency of the information provided and/or services performed hereunder, nor shall such payment be deemed to be an assumption of responsibility or liability by City for any defect or error in the Services performed by Contractor, its employees, subcontractors, agents and subcontractors.

3.5. Contractor agrees to maintain books, accounts, payroll records and other information relating to the performance of Contractor’s obligations under the Agreement, which shall adequately and correctly reflect the expenses incurred by the Contractor in the

City of Porterville
Trash Receptacles
performance of Contractor’s work under the Agreement. Such books and records shall be open to inspection and audit by the City during regular business hours for three years after expiration or termination of this Agreement.

4. Indemnification. Contractor shall, to the fullest extent permitted by law, indemnify, defend (with independent counsel approved by the City), and hold harmless the City from and against any claims arising out of Contractor’s performance or failure to comply with obligations under this Agreement, except to the extent caused by the sole, active negligence or willful misconduct of the City.

In the event there is a finding and/or determination that Contractor is not an independent contractor and/or is an employee of City, including but not limited to any such finding and/or determination made by the California Public Employees’ Retirement System (CalPERS), the Department of Industrial Relations (DIR), or the Internal Revenue Service (IRS), Contractor shall, to the fullest extent permitted by law, indemnify, defend, and hold harmless the City from and against any all claims relating to or in connection with such a finding and/or determination.

In this section, “City” means the City, its officials, officers, agents, employees and volunteers; “Contractor” means the Contractor, its employees, agents and subcontractors; “Claims” includes claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all related costs and expenses) and any allegations of these; and “Arising out of” includes “pertaining to” and “relating to”.
(The duty of a "design professional" to indemnify and defend the City is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of the design professional, under Civ. Code § 2782.8.)
Contractor and City mutually waive consequential damages for claims, disputes, or other matters in question, arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination of this Agreement.

The provisions of this section survive completion of the services or the termination of this Agreement, and are not limited by the provisions of Section 5 relating to insurance.

1. Insurance. Contractor shall, throughout the duration of this Agreement, maintain insurance to cover Contractor, its agents, representative, and employees in connection with the performance of services under this Agreement at the minimum levels set forth herein.

1.1. Commercial General Liability (with coverage at least as broad as ISO form CG 00 01 01 96) “per occurrence” coverage shall be maintained in an amount not less than $4,000,000 general aggregate and $2,000,000 per occurrence for general liability, bodily injury, personal injury, and property damage.

City of Porterville
Trash Receptacles

1.2. Automobile Liability (with coverage at least as broad as ISO CA 00 01 07 097, for “any auto”) “claims made” coverage shall be maintained in an amount not less than $1,000,000 per accident for bodily injury and property damage.

1.3. Workers’ Compensation coverage shall be maintained as required by the State of California.

1.4. Professional Liability “claims made” coverage shall be maintained to cover damages that may be the result of errors, omissions, or negligent acts of Contractor in an amount not less than $1,000,000 per claim.

1.5. Endorsements. Contractor shall obtain endorsements to the automobile and commercial general liability insurance policies with the following provisions:

1.5.1. The City (including its elected officials, officers, employees, agents, and volunteers) shall be named as an additional “insured.”

1.5.2. For any claims related to this Agreement, Contractor’s coverage shall be primary insurance with respect to the City. Any insurance maintained by the City shall be excess of the Contractor’s insurance and shall not contribute with it.

1.6. Notice of Cancellation. Contractor shall notify the City if the policy is canceled before the expiration date. For the purpose of this notice requirement, any material change in the policy prior to the expiration shall be considered a cancellation. Contractor shall immediately obtain a replacement policy.

1.7. Authorized Insurers. All insurance companies providing coverage to Contractor shall be insurance organizations authorized by the Insurance Commissioner of the State of California to transact the business of insurance in the State of California.

1.8. Insurance Certificate. Contractor shall provide evidence of compliance with the insurance requirements listed above by providing a certificate of insurance and endorsements, in a form satisfactory to the City, before the City signs this Agreement.

1.9. Substitute Certificates. Contractor shall provide a substitute certificate of insurance no later than 30 days prior to the policy expiration date of any insurance policy required by this Agreement.

1.10. Contractor’s Obligation. Maintenance of insurance by the Contractor as specified in this Agreement shall in no way be interpreted as relieving the Contractor of any responsibility whatsoever (including indemnity obligations under this Agreement), and the Contractor may carry, at its own expense, such additional insurance as it deems necessary. Failure to provide or maintain any insurance policies or endorsements required herein may result in the City terminating this Agreement.

City of Porterville
Trash Receptacles

2. Termination. The City may terminate this Agreement in its sole and absolute discretion by giving ten (10) days’ written notice to Contractor. Within five (5) days of such a termination, Contractor shall give the City all original documents relating to the Services in Contractor’s possession or control, including, without limitation, preliminary drafts and supporting documents, and any other documents prepared by Contractor pursuant to this Agreement. The City shall pay Contractor for all services satisfactorily performed in accordance with this Agreement, up to the date notice is given.

3. Dispute Resolution. If any dispute arises between the City and Contractor that cannot be settled after engaging in good faith negotiations, City and Contractor agree to resolve the dispute in accordance with the following:

3.1. Each Party shall designate a senior management or executive level representative to negotiate the dispute.

3.2. The representatives shall attempt, through good faith negotiations, to resolve the dispute by any means within their authority,

3.3. If the issue remains unresolved after fifteen (15) days of good faith negotiations, the Parties shall attempt to resolve the disagreement by negotiations between legal counsel. If the aforementioned process fails, the Parties shall resolve any remaining disputes through mediation to expedite the resolution of the dispute.

3.4. The mediation process shall provide for the selection within fifteen (15) days by both Parties of a disinterested third person to serve as the mediator, shall be commenced within thirty (30) days of selection of a mediator, and shall be concluded within fifteen (15) days from the commencement of the mediation.

3.5. The Parties shall equally bear the costs of any third party in any alternative dispute resolution process.

3.6. The dispute resolution process is a material condition of this Agreement and must be exhausted prior to either Party initiating legal action. This dispute resolution process is not intended to nor shall be construed to change the time periods for filing a claim or action specified by Government Code §§ 900 et seq.

4. Labor Code Compliance. Contractor is aware of the requirements of Chapter 1 of Part 7 of Division 2 of the California Labor Code and applicable regulations which require the payment of prevailing wage rates (§1771, §1774, and §1775); employment of apprentices (§1777.5), certified payroll records (§1776), hours of labor (§1813 and §1815), debarment of contractors and subcontractors (§1777.1) and the performance of other requirements on “public works” and “maintenance” projects. The services being performed under this Agreement are part of a “public works” or “maintenance” project, as defined in the Prevailing Wage Laws, Contractor agrees to fully comply with such Prevailing Wage Laws.

City of Porterville
Trash Receptacles

5. Rates. These prevailing wage rates are available online at http://www.dir.ca.gov/DLSR. Each Contractor and Subcontractor must pay no less than the specified rates to all workers employed to perform the services described herein. The schedule of per diem wages is based upon a working day of eight hours. The rate for holiday and overtime work must be at least time and one-half. Contractor assumes all responsibility for such payments and shall defend, indemnify and hold the City harmless from any and all claims made by the State of California, the Department of Industrial Relations, any subcontractor, any worker, or any other third party.

6. Registration with DIR. Contractor warrants that it is registered with the Department of Industrial Relations and qualified to perform the services consistent with Labor Code section 1725.5

7. Monitoring. This Agreement will be subject to compliance monitoring and enforcement by the DIR, under Labor Code section 1771.4.

8. Ownership of Work. All original documents prepared by Contractor for this Agreement, whether complete or in progress, are the property of the City, and shall be given to the City at the completion of Contractor’s Services, upon termination of this Agreement, or upon demand from the City. No such documents shall be revealed or made available by Contractor to any third party without the City’s prior written consent.

9. Independent Contractor Status. Contractor is an independent contractor and is solely responsible for the acts of its employees or agents, including any negligent acts or omissions.

Contractor is not City’s employee and Contractor shall have no authority, express or implied, to act on behalf of the City as an agent, or to bind the City to any obligation, unless the City provides prior written authorization. Contractor is free to work for other entities while under contract with the City. Contractor, and its agents or employees, are not entitled to City benefits.

10. Conflicts of Interest. Contractor (including its employees, agents, and subcontractors) shall not maintain or acquire any direct or indirect interest that conflicts with the performance of this Agreement. If Contractor maintains or acquires such a conflicting interest, the City may terminate any contract (including this Agreement) involving Contractor’s conflicting interest.

11. Rebates, Kickbacks, or Other Unlawful Consideration. Contractor warrants this this Agreement was not obtained or secured through rebates, kickbacks, or other unlawful consideration either promised or paid to any City official or employee. For any breach of this warranty, City shall have the right, in its sole discretion, to terminate this Agreement without liability; to pay only for the value of the work actually performed; to deduct from the contract price the value of the rebate, kickback, or other unlawful consideration; or otherwise recover the full amount of such rebate, kickback, or other unlawful consideration.

12. Notices. All notices, demands, or other communications which this Agreement contemplates or authorizes shall be in writing and shall be personally delivered or mailed to the other party to the addresses listed below. Communications shall be deemed to have been given on the first to occur of: (1) actual receipt at the address designated below, or (2) three working days after

City of Porterville
Trash Receptacles
the deposit in the United States Mail of registered or certified mail, sent to the address designated below.

To City: To Contractor
City of Porterville ____________________________
Transportation Department ____________________________
291 N. Main Street ____________________________
Porterville, CA 93257 ____________________________

13. Miscellaneous

13.1. Standard of Care. Unless otherwise specified in this Agreement, the standard of care applicable to Contractor’s services will be the degree of skill and diligence ordinarily used by reputable professionals performing in the same or similar time and locality, and under the same or similar circumstances.

13.2. Amendments. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by both Parties.

13.3. Waivers. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement. No waiver shall be effective unless it is in writing and signed by the waiving party.

13.4. Assignment and Delegation. Contractor may not assign, transfer or delegate this Agreement or any portion of it without the City’s prior written consent. Any attempt to do so will void. City’s consent to one assignment, transfer or delegation shall not be deemed to be consent to any subsequent assignment, transfer or delegation.

13.5. Jurisdiction and Venue. The interpretation, validity, and enforcement of the Agreement shall be governed by and construed under the laws of the State of California.

Any suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Tulare.

13.6. Compliance with Law. Contractor shall comply with all applicable local, state, and federal laws, whether or not those laws are expressly stated in this Agreement.

13.6.1. Hazardous Materials. Contractor is responsible for all costs of clean up and/or removal of hazardous and toxic substances spilled as a result of performing their services.

13.6.2. Non-discrimination. Contractor represents and warrants that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, color, national origin,

City of Porterville
Trash Receptacles
handicap, ancestry, sex or age. Contractor shall also comply with all applicable antidiscrimination federal and state laws, including but not limited to, the California Fair Employment and Housing Act (Gov. Code 12990 (a-f) et seq.)

13.7. Business Entity Status. Contractor is responsible for filing all required documents and/or forms with the California Secretary of State and meeting all requirements of the Franchise Tax Board, to the extent such requirements apply to Contractor. By entering into this Agreement, Contractor represents that it is not a suspended corporation. If Contractor is a suspended corporation at the time it enters this Agreement, City may take steps to have this Agreement declared voidable.

13.8. Business License. Before the City signs this Agreement, Contractor shall obtain a City of Porterville Business License. Contractor shall maintain an active City of Porterville Business License during the term of this Agreement.

13.9. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.

13.10. Construction of Agreement. Each Party hereto has had an equivalent opportunity to participate in the drafting of this Agreement and/or to consult with legal counsel.

Therefore, the usual construction of an agreement against the drafting Party shall not apply hereto.

13.11. Severability. If a term of this Agreement is held invalid by a court of competent jurisdiction, the Agreement shall be construed as not containing that term, and the remainder of this Agreement shall remain in effect.

13.12. Controlling Provisions. In the case of any conflict between the terms of this Agreement and Exhibits hereto, and Contractor’s proposal (if any), the Agreement shall control. In the case of any conflict between the Exhibits hereto and the Contractor’s proposal (if any), the Exhibits shall control.

13.13. Entire Agreement. This Agreement and the Attached Exhibits comprise the entire integrated understanding between the Parties concerning the services to be performed.

This Agreement supersedes all prior negotiations, representations or agreements. All exhibits attached hereto are incorporated by reference herein.

13.14. Counterparts. City and Contractor agree that this Agreement may be executed in two or more counterparts, each of which shall be deemed an original.

13.15. Expenses for Enforcement. Contractor and City agree that the prevailing party’s reasonable costs, attorneys’ fees and expenses, including investigation fees and expert witness fees, shall be paid by the non-prevailing party in any dispute involving the terms and conditions of this Agreement.

City of Porterville
Trash Receptacles

14. Signatures. The individuals executing this Agreement on behalf of Contractor represent and warrant that they have the right, power, legal capacity and authority to enter into and to execute this Agreement on behalf of Contractor.

The Parties agree to the full performance of these terms set forth here.

City of Porterville Contractor
291 N. Main Street ____________________________
Porterville, CA 93257 ____________________________
By: Martha A. Flores____________ By: _________________________ Title: Mayor _____ Title: ________________________
Date: __________________ Date: ________________________ Federal Employer Tax ID No. ____________
Signature: _____________________ Signature: ___________________________ Attest:
_____________________________
Patrice Hildreth, City Clerk
Approved as to form:
_____________________________
Julia M. Lew, City Attorney
Exhibits:

A. RFP No.XXX XXXXXXXXXXX
B. Contractor Proposal
C. Compensation

CITY OF PORTERVILLE

CONTRACT ADDENDUM
PROJECT TITLE: Trash Receptacles
RFP NO: RFP # 24/25-SR1986
ADDENDUM NO: 1
ISSUED: September 17, 2024

TO ALL BIDDERS,
Notice is hereby given that certain sections contained in the above referenced Contract Documents are amended, clarified, and/or deleted and are identified as Addendum No. 1 and attached hereto.

THEREFORE: All Bidders are required to note this Addendum No. 1, and all other Addendums, in the Acknowledgement of Addenda Page to be considered a responsible, responsive bidder.

Sincerely,
Richard Tree
Director of Transportation
Attachment
City of Porterville
RFP 24/25-SR1986 9/17/2024
Addendum No. 1
- 2 -
Attachment
Questions & Answers

1. Can I get a picture of the item you are looking for? a. The Bigbelly Element is a sample of the receptacles that would meet the goals of the project. https://bigbelly.com/products/bigbelly-element

2. Does it have to be BigBelly brand or it can be any brand that meets the specs? a. A brand that meets the specs.

3. Do the specifications include having a compactor feature, along with fullness indicators and software to notify when the bin needs to be emptied? a. No, however you may provide these features as options.

4. Scope Questions:

1. Who should the cover letter be addressed to?

2. Does the City want secure tubular locks? Or standard cylinder locks with 2 sided keys?

3. Does the City require the hopper door & foot pedal be self closing? Terms Questions:

1. On RFP page 17, under "Costs and Payments; General", it calls out 30-45 days for payment terms. The example agreement on pg.73 calls out payment net-30. Are net-30 terms acceptable to the city?

2. There is no time specified for acceptance of goods on pg.19, could we suggest 1 week?

3. Does the requirement for construction contractors insurance on pg.34 apply if a bidder is only delivering a product, and will not be doing onsite work?

4. Under the indemnification section on pg.74, which party's legal counsel is being approved in section 4, is it the City's counsel, or the bidders counsel?

5. Under the insurance section on pg.74 which coverage requirements - since we're only delivering a product, we would like to know if our general liability insurance is $1 million per occurrence, and $2 million for general aggregate, with an added $5 million umbrella, would that be sufficient coverage to meet the requirements outlined?
a.

1. Cover letter should be addressed to the Director of Transportation.

2. Tubular locks is preferred
City of Porterville
RFP 24/25-SR1986 9/17/2024
Addendum No. 1
- 3 -

3. Hopper door & foot pedal shall be self-closing

4. Net-30 terms are acceptable.

5. 1 week for acceptance of goods is acceptable.

6. General Liability and Automobile Insurance is required, please provide proposed limits.

7. Please disregard “with independent counsel approved by the City”

8. Yes, that is acceptable insurance.

All other terms and conditions remain unchanged.

END OF ADDENDUM No. 1
/s/ Richard Tree
Transportation Director
Note: This Addendum must be acknowledged in the Acknowledgement of Addenda page to be considered a Responsive bid.

P:\public\Transit\RFP's\RFP 24-25-SR1986 - Trash Receptacles\RFP 24-25-SR1986 Addendum 1.docx 1 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com RESPONSE TO:

City of Porterville
Request for Proposal RFP No. 24/25-SR1986
Trash Receptacles
BID ISSUE DATE: August 27th, 2024
OFFER DUE: September 26th, 2024 by 2:00PM PST
Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 2 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com Table of Contents:
i. Cover Letter 3
ii. Experience Statement 4
iii. Procedures 5
iv. References 5
v. Receptacle Construction 6
vi. Price Proposal 10
vii. Estimated Delivery Schedule 13
viii. Required Forms 14
ix. Appendix 21
i. Cover Letter
Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 3 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com Richard Tree
City of Porterville
Department of Transportation
291 North Main Street
Porterville, California 93257
Dear Director Tree,
It is our pleasure to take part in the City of Porterville’s bid invitation for RFP No. 24/25- SR1986 TRASH RECEPTACLES.

During Bigbelly’s 21 years as a global leader in public space waste and recycling solutions, we have continuously focused on engineering and user experience, refining our designs through 5 generations of product.

Serving over 2,500 customers in 60 countries, we've set the standard for what waste containment means, using an intuitive enclosed design to help cities beautify their urban landscapes, reducing overflows, trash picking, wind strewn litter, and pest access.

Our unique hopper enclosure and hands free foot pedal ensures that once the waste is deposited, it does not come out until the unit is serviced, keeping community spaces clean and healthy.

The Bigbelly portfolio is well equipped to address many of the common challenges with collecting waste from disparate transit systems, using accessories like wheeled lift bins to streamline collection, and wraps/message panels to post content relevant to transit riders.

We appreciate the opportunity to respond to this bid invitation in a manner that both meets and exceeds the requested specifications. We hope to work closely with Porterville to implement and support the City’s vision for the future.

Most Sincerely,
Brian Phillips
President
150 A Street, Suite 103 | Needham, MA 02494 USA
www.bigbelly.com
ii. Experience Statement
Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 4 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com Bigbelly was founded in 2003 with the goal of transforming one of the least efficient and most resource-intensive industries: public space waste collection. Cities often struggled with overflowing trash cans that created litter, health and safety issues.

The original product was simple; a solar powered compacting unit, providing 5X more capacity – enabling cities to reduce collections by 40-50%.

Between 2005-2020, Bigbelly developed 3rd, 4th, and 5th generation units, increasing the efficiency of our compacting stations, lowering their energy requirements, building a cloud based fullness notification software system called CLEAN, along with expanding the product line to include non-compacting units.

Through those 3 generations we have continually refined the design, adding a hands free foot pedal, improved hopper design, revised water channeling, inner lift bin compatibility, remote locking, and 4G cellular capabilities to name a few.

Starting in 2022 Bigbelly began offering a broader portfolio, including units without CLEAN software, in order to address a wider range of customer needs. Recognizing that even in its purest and simplest form (aptly named the Element), the design helps keep public spaces clean.

Bigbelly opened up its own in-house manufacturing facility in Massachusetts in the spring of 2023, to better control production, quality, and enhance customer service. The facility is the primary production location for Bigbelly-branded bins, from budget friendly to solar-powered smart waste options, creating local U.S. jobs.

In June of 2024, Bigbelly launched a new Smart Compost program. These solar powered bins are a cost-effective, access restricted, large-scale food waste collection system intended to supplement traditional drop-off locations, and curbside compost pickup.

Bigbelly has been awarded large-scale government contracts in major cities, parks and transit systems including: Atlanta, Boston, Chicago, Los Angeles, New York City, Philadelphia, San Francisco, San Diego, Dublin, Hamburg, London, Paris, and Stockholm, among many others. Bigbelly units are deployed in communities across over 60 countries, transforming operations, increasing productivity, and improving quality of life around the world.
iii. Procedures
Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 5 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com The City of Porterville’s order will be managed and executed by a combination of in-field support by Regional Sales Manager, Rafael Garcia, with additional support by our headquarters in Needham, MA.

All stations will be built at our in-house manufacturing facility in Methuen, MA. Bigbelly manufactures in-house to ensure production is properly managed, and all stations are documented and checked for quality before leaving the factory. When a unit is completed, it goes through a step-by-step inspection process with photo documentation.

Once the unit itself is inspected, there is a second stage inspection done for the packaging process. The inspection records are saved in a database and can be accessed at any time for verification, or quality control purposes.

Porterville will be asked to inspect all stations upon delivery for any cosmetic damage that may have occurred in shipping.

Bigbelly will cover any component failures that arise from a manufacturer's defect and normal use for a period of 5 years from the shipment of the stations. Parts replacement and labor are covered at no cost.
iv. Customer References (3)

1. City of Wasco - 746 8th Street, Wasco, CA 93280:

Kameron Arnold - Deputy Director, Public Works
(661) 758-7204, [email protected].

2. City of San Luis Obispo - 25 Prado Road, San Luis Obispo, CA 93401:

Greg Cruce, Deputy Director Public Works
(805) 431-7164, [email protected].

3. San Diego MTS - 1255 Imperial Ave, Suite 1000, San Diego, CA 92101:

Rolando Montes, Superintendent of Facilities
(619) 595-4927, [email protected].
v. Trash Receptacle Construction
Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 6 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com Bigbelly will deliver Element non-compacting double stations for trash and recycling.

All station pricing will include:

Bigbelly Element, 32 gal non-compacting units.

Enclosed hopper & hands free foot pedal.

Tubular front door locks.

Wheeled inner lift bins.

Partial custom wrap (Front & Back Doors).

Interchangeable message panels.
5-Year limited warranty.

Material Construction:

The stations are constructed of corrosion resistant materials: galvanized powder coated steel doors, galvanized interior steel frame, cast aluminum handle, stainless steel foot pedal, and heavy duty plastic sideskins, hopper, and top bubble.

The custom wrap vinyl is produced by 3M and features an anti-graffiti coating.

Safety & Security:

Bigbelly is most well known for its patented solar powered compacting designs, which requires a physical barrier between the moving compactor and the public. This safety requirement led to the design of our “Hopper”, shown below on the left, ensuring no unauthorized user can access the inner bin.

Hoppers can also be configured on a non-compacting bin, to the same effect.

With this design, Bigbelly has 70,000+ components shipped, while boasting a safety record that remains at 100%.

The hopper utilizes a counterweight, and will automatically close when released, preventing pests from entering the unit.

Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 7 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com Proper foot pedals are designed to initiate a slow "dampened" opening of the hopper so as not to injure a small child, or a person in a wheelchair (all units are ADA compliant).

In addition, Bigbelly has paid special attention to not having sharp edges/corners and pinch points that present risk of injury.

Spec Sheets:

Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 8 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 9 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com Wheeled Inner Lift Bin Spec:

Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 10 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com vi. Pricing
Pricing provided for 50 component lots (25 double stations). Shipping cost assumes 50 components - this represents the optimal shipping price per unit, as it fills an entire truckload. Quantities ordered under 50 components will be subject to increased shipping cost per unit.

Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 11 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 12 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 13 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com vii. Estimated Delivery Schedule:
o Oct 15th: Project award (anticipated).
o Nov 1: Contract begins.
o Nov 15th: Porterville issues PO, or signed quote to Bigbelly to move forward with an order.
o December 30th: Stations ship from Methuen, MA.
o January 10-14: Stations delivered & inspected for shipping damage. Receiver will document any packaging damage, and open packaging to inspect damage. Report any shipping damage to Bigbelly within (3) business days.

Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 14 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com viii. Required Forms
Big Belly Solar, LLC
Brian Phillips
President
Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 9/25/2024
15 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com X
Big Belly Solar, LLC
Brian Phillips
President
Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 9/25/2024
16 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com X
N/A
Big Belly Solar, LLC
Brian Phillips
President
Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 9/25/2024
17 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com ------------------- Massachusetts
Norfolk
Brian Phillips
__
__ President of
Big Belly Solar, LLC
Big Belly Solar, LLC
Brian Phillips
President
Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 9/25/2024
18 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com Big Belly Solar, LLC
Brian Phillips
President
Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 9/25/2024
19 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com Big Belly Solar, LLC
Brian Phillips
President
Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 9/25/2024
20 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com Big Belly Solar, LLC
Brian Phillips
President
Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 9/25/2024
21 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com ix. Appendix
Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F 22 150 A Street - Suite 103 - Needham, MA 02494 – USA • Tel: +1-888-820-0300 • Fax: +1-781-444-5651 • www.bigbelly.com Docusign Envelope ID: 6557752F-4881-4F2A-BC6E-759F628B377F October 1, 2024
Quote Number: Q45041-2

RG / RG
v2024Mar26
150 A St., Suite 103 ▪ Needham, MA 02494 www.bigbelly.com T: 888-820-0300 ▪ F: 781-444-5651 Prices valid for 60 days from the above date.

BIGBELLY SYSTEM QUOTATION
Prepared By: Bill To: Ship To:

Rafael Garcia
Bigbelly Solar City of Porterville City of Porterville
150 A Street. Ste 103 291 North Main Street
Needham, MA 02494 Porterville, CA 93257
(661) 600-5587
[email protected]
This order includes the following items:

QTY ITEM EXTENDED
PRICE
50 Element Double Station with Hoppers, Foot Pedals, Lift Bins – Bar Style, Tubular Locks (Front Door), and Five-Year Warranty
$187,497.00
100 Messaging Panel with Bigbelly insert $14,523.00
200 Partial Anti-Graffiti Custom Wrap (Front & Back) $28,490.00 Station pricing includes 7.5% volume discount based on quantity 100 component Shipping & Handling (one time):

Estimated Tax (9.25%):
$14,940.00
$21,322.18
Purchase Option Total System Cost*:

Total with Estimated Tax:

Deposit due with order:
$245,450.00 USD
$266,772.18 USD
$93,370.26 USD
* Total does not include applicable sales or use taxes.

Sincerely, Rafael Garcia
Bigbelly Solar, LLC
ACH Transfer Info: Cambridge Savings Bank ▪ Acct Name: Big Belly Solar, LLC ▪ Account # 11728865 ▪ Routing # 211371120 Wire Transfer Info: Citibank▪ Acct Name: Cambridge Savings Bank ▪ Account # 71160000000000093 ▪ Routing # 031100209 ▪ Int’l Swift # CITIUS33
Please include in wire payment notes: For Further Credit to 11728865, Big Belly Solar, LLC All Purchase Orders must reference the above Quote Number (upper right).

This Quotation is subject to the attached Terms and Conditions of Sale, which are attached hereto and incorporated herein, and expressly acknowledged and accepted by Customer as signified by the duly authorized signature below.

ACCEPTED AND AGREED BY:

CUSTOMER
By: ____________________________________________
Print Name: _____________________________________
Title: ___________________________________________
Date: ___________________________________________
October 1, 2024
Quote Number: Q45041-2

RG / RG
v2024Mar26
150 A St., Suite 103 ▪ Needham, MA 02494 www.bigbelly.com T: 888-820-0300 ▪ F: 781-444-5651

TERMS AND CONDITIONS OF SALE
Version 9.24.2018
The following Terms and Conditions of Sale (“Agreement”) are applicable to any order placed by Customer pursuant to a valid Bigbelly Quotation (“Quotation”) that is accepted by Bigbelly (“Order”).

Acceptance by Customer of this Agreement, which shall be signified by Customer’s duly authorized signature on the face hereof, shall be required for Bigbelly’s acceptance of an Order.

1. SCOPE OF AGREEMENT. Bigbelly, upon acceptance of an Order placed by Customer, will supply the products to be delivered (“Products”) and services to be performed (“Services”) as specified in the Quotation to Customer, pursuant to this Agreement and its attachments. Bigbelly’s acceptance of an Order is expressly limited to the terms and conditions of this Agreement notwithstanding any contrary provision contained in Customer’s purchase orders, acknowledgements or other documents. The details of the Products and Services (e.g. quantity, price, and product specifications) shall be set forth in the relevant Quotation.

2. ON-SITE SERVICES. In the event any on-site services (such as installation, warranty repairs) are required as part of the Products and Services, the additional terms set forth in Attachment A attached hereto shall also apply.

3. PRICE AND PAYMENT. (a) The prices payable by Customer for the Products and Services by Bigbelly under this Agreement will be specified in the applicable Quotation. Unless otherwise expressly stated in a Quotation, all prices exclude shipping and applicable taxes, all of which are at Customer’s expense. (b) Fees shall become payable upon Bigbelly’s acceptance of an Order, unless otherwise determined by Bigbelly and agreed to in writing, and all payments shall be made without offset or deduction. Any amounts due from Customer under this Quotation or any related invoice, may not be withheld or offset by Customer against amounts due to Customer by Bigbelly for any reason. All late payments made outside of the agreed upon payment terms will be subject to interest at the rate of the lesser of (i) eighteen percent (18%) per annum or (ii) the highest amount allowed under applicable law. Where upfront payment is required, Bigbelly further reserves the right to withhold shipment of the Products and delay performance of the Services until full payment is made. Any failure by Bigbelly to provide an invoice in a timely manner shall not affect Customer’s obligation to make payments. (c) Upon reasonable request by Bigbelly, Customer shall provide evidence of its financial capacity and such other information as Bigbelly reasonably requests to determine credit status or credits limits. (d) Customer shall provide notice within five (5) business days of the occurrence of any event which materially affects Customer’s ability to perform its obligations under this Agreement.

4. SHIPPING AND DELIVERY. Unless otherwise specified and agreed in an Order, Products and Services will be delivered FOB Origin (Bigbelly’s manufacturing facility) and will be shipped to Customer at the address provided via carriers selected by Bigbelly at the Customer’s expense. The Parties shall mutually agree on any applicable delivery requirements for all Products and Services specified on an applicable Quotation before such Order will be processed. If no delivery requirements are otherwise specified and agreed, Bigbelly shall process any Order upon receipt of the signed Agreement and Customer’s fulfillment of any other order processing requirements set forth by Bigbelly in its sole discretion.

5. INSPECTION AND ACCEPTANCE. Customer shall promptly inspect the Products and Services upon delivery or completion. In the event Products or Services are received damaged, defective or not to specification, Customer shall provide Bigbelly with prompt notice of the alleged deficiencies in the Products or performance of Services under the Quotation or this Agreement and Bigbelly shall have a reasonable opportunity to cure any such alleged non-conformance.

6. SOFTWARE LICENSE. Customer’s use of the software provided as a Product and Service (“Software”) is subject to the CLEAN Software License Agreement that accompanies delivery of the Software. All applicable terms, provisions and agreements set forth in the CLEAN Software License Agreement are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in this Agreement are inconsistent with the terms of the CLEAN Software License Agreement, the terms set forth herein shall apply.

7. WARRANTY. Bigbelly warrants the Products and Services provided pursuant to a Quotation and this Agreement against manufacturer defects or defects in workmanship, under normal use and service, subject to the exclusions, limitations and conditions set forth in the Bigbelly Standard Limited Warranty.

8. BREACH. In addition to all other rights to which a party is entitled under this Agreement, if either party breaches any term of the Quotation or this Agreement, the non-breaching party shall have the right to: (a) terminate the Quotation immediately upon written notice to the other party; and (b) seek to obtain injunctive relief to prevent such breach or to otherwise enforce the terms of this Agreement. Failure to properly demand compliance or performance of any term of the Quotation or this Agreement shall not constitute a waiver of Bigbelly’s rights hereunder and prior to any claim for damages being made for non-conformance or breach, Customer shall provide Bigbelly with prompt notice of any alleged deficiencies in the Products or performance of Services under the Quotation or this Agreement and Bigbelly shall have a reasonable opportunity to cure any such alleged non-conformance or breach.

9. LIMITATIAON OF LIABILITY. IN NO EVENT SHALL BIGBELLY BE LIABLE HEREUNDER FOR INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY FOR SUCH DAMAGES. BIGBELLY’S MAXIMUM AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT AND ANY QUOTATION SHALL BE LIMITED TO THE TOTAL FEES PAID BY CUSTOMER UNDER THE QUOTATION UPON WHICH A CLAIM IS BASED.

10. INDEMNIFICATION. Each party, as Indemnitor, shall indemnify, defend and hold harmless the other party, as Indemnitee, its officers, directors, employees, agents, subsidiaries, and other affiliates from and against any and all claims, damages, liabilities, and expenses (including attorney fees) arising from any third-party claim based on Indemnitor’s (or its agent’s) breach of any representation, warranty, covenant, agreement, or obligation under the Quotation or this Agreement, or Indemnitor’s (or its agent’s) grossly negligent and/or willful acts or omissions in carrying out its obligations under the Quotation or the Agreement; provided that in no event shall Bigbelly be responsible for any claims arising out of its compliance with instructions, requirements, or specifications provided by or required by Customer (including the use of information, artwork, logos, and/or trademarks provided by Customer). Neither party will be responsible for indemnifying another party hereto where the basis of the indemnity claim arises out of such other party’s own negligence or willful misconduct.

11. CUSTOMER MATERIALS AND DATA. (a) Customer represents and warrants that any matter it furnishes for the Products or performance of the Services by Bigbelly does not infringe any copyright or trademark or other intellectual property rights of any third party nor does it otherwise violate any laws or infringe the rights of any third party. (b) Customer warrants that it has the right to use, and to have Bigbelly use on behalf of Customer, any data provided to Bigbelly by Customer, including specifically customer names, identifying information, addresses and other contact information and related personal information.

12. INTELLECTUAL PROPERTY. Any and all inventions, discoveries, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, know-how, work product and information or other intellectual property embodying proprietary data existing and owned by Bigbelly as of the date of the Quotation, or made or conceived by employees, consultants, representatives or agents of Bigbelly during the term of this Agreement, shall be and remain at all times the sole and exclusive property of Bigbelly. Customer will obtain no rights thereto other than the limited rights set forth in this Agreement. Without limiting the generality of the foregoing, the parties agree that Bigbelly will own all Software, including all modifications, upgrades and enhancements thereto made during the term of this Agreement.

13. FORCE MAJEURE. Any delay or failure of either party to perform its obligations (other than Customer’s payment obligation) shall be excused if such failure is caused by an extraordinary event or occurrence beyond the control of the nonperforming party, such as acts of God, fires, floods, windstorms, explosions, natural disasters, wars and sabotage. Each party shall promptly notify the other of the reason for the delay and use its best efforts in curing such cause and shall take all action practicable to minimize the adverse impact of the delay on the other party.

14. GOVERNING LAW. Each Quotation and this Agreement shall be governed and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without reference to its conflicts of law principles. The Parties further agree (i) that any dispute, controversy or claim arising out of or related to this Agreement shall be brought and settled in the state or federal courts located in Boston, Massachusetts; (ii) to irrevocably submit to the exclusive jurisdiction of any such court; and (iii) to waive any right to a jury trial in any litigation arising out of or related to this Agreement.

15. COMPLIANCE. Each party shall comply with all state, federal and local laws and regulations applicable to its performance hereunder.

16. ASSIGNMENT. Customer may not assign its rights or obligations under this Agreement without the prior written consent of Bigbelly. Pursuant to a valid assignment, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties.

17. AMENDMENT AND WAIVER. This Agreement shall not be amended or modified in any way except by a subsequent written agreement signed by authorized persons of both Parties. Any amendment or waiver effected in accordance with this section shall be binding upon the Parties and their respective successors and assigns. The waiver by a Party of any breach by the other Party will not operate or be interpreted as a waiver of any other or subsequent breach, nor shall the failure or delay in exercising any right or seeking any remedy hereunder operate as a waiver thereof.

18. SEVERABILITY. If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable, in whole or in part, such provision shall be interpreted to the maximum extent to which it is valid and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect and not be affected thereby.

19. SURVIVAL. In the event any provision of the Quotation or this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of the Order or this Agreement will remain in full force and effect. All sections herein relating to payment, ownership, confidentiality, indemnification and duties of defense, representations and warranties, waiver, waiver of jury trial and provisions which by their terms extend beyond the Term shall survive the termination of the Order and this Agreement.

20. NOTICE. Any notice required to be delivered pursuant to this Agreement shall be deemed given when personally delivered to recipient thereof or mailed by registered mail or certified mail, return receipt requested, to the addresses on the Quotation or to such address as either party may designate in the future.

21. ENTIRE AGREEMENT. Each Quotation, together with this Agreement including the Attachments, constitute the entire agreement between the Parties regarding the subject matter hereof and merges and supersede all prior agreements, oral and written, understandings, commitments and writings. Any Order, purchase order or other ordering or acceptance document issued by Customer is for administrative purposes only and does not form part of this Agreement or amend the terms hereof. In the event of any ambiguity or conflict between any of the terms and conditions contained in this Agreement and the terms and conditions contained in an Order, the terms and conditions of this Agreement shall control. The Quotation or this Agreement may not be amended, supplemented, changed, or modified, except by agreement in writing signed by the parties to be bound thereby.

22. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall constitute one instrument.

October 1, 2024
Quote Number: Q45041-2

RG / RG
v2024Mar26
150 A St., Suite 103 ▪ Needham, MA 02494 www.bigbelly.com T: 888-820-0300 ▪ F: 781-444-5651

ATTACHMENT A

ADDITIONAL TERMS FOR ON-SITE SERVICES
In the event Bigbelly or its authorized service provides must come on-site to Customer’s property in order to perform certain services as part of the Products or Services, the Parties agree that the following terms and conditions shall also apply, as applicable.

For purposes of this Attachment A, the ‘Agreement’ shall mean the Terms and Conditions of Sale executed between the Parties to which this Attachment A is affixed. The meaning of capitalized and undefined terms appearing herein shall be as set forth in the Agreement unless otherwise indicated. In the event of a conflict between this Attachment A and the Agreement, the terms and conditions of this Attachment A shall prevail solely with respect to the subject matter herein. The terms and conditions of this Attachment A are hereby incorporated into the Agreement by reference.

1. INFORMATION AND ACCESS. Customer agrees that Bigbelly’s ability perform the Services under the Agreement in a timely manner is dependent upon access to Customer’s installation information and locations. Deadlines imposed by the Agreement shall be extended in the event that Customer fails to provide such information and/or access to Bigbelly in a timely manner.

2. SITE PREPARATION. Customer agrees to provide a poured concrete pad if the intended installation surface does not meet Bigbelly’s specifications. If Customer’s installation surface does not meet such specifications, any additional cost associated with Bigbelly’s efforts to properly prepare the surface will be at Customer’s expense. It is the Customer’s responsibility to remove, at Customer’s expense, existing bins or any other items from the locations where Bigbelly stations will be installed.

3. INSTALLATION. Bigbelly will install the equipment at mutually agreed upon locations, including semi-permanent attachment to the ground. Installation will be in accordance with the delivery and installation schedule agreed to by the Parties prior to commencement of the Services.

4. INSURANCE. Bigbelly shall maintain, during its performance of the Services provided hereunder, liability insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services hereunder by Bigbelly. Bigbelly shall furnish copies of such insurance policies upon request.

Professional Services Agreement
CNG Fueling Station Maintenance Services
Exhibit A
FTA Terms and Conditions
These clauses are required because this procurement is funded in whole or in part by the United States Department of Transportation (USDOT), Federal Transit Administration. The requirements in these clauses are in addition to and, unless inconsistent and irreconcilable, do not supplant requirements found elsewhere in this Contract. If any requirements in these clauses are inconsistent with a provision found elsewhere in this Contract and is irreconcilable with such provision, the requirement in these clauses shall prevail.

Contractor shall comply with the following FTA requirements. For purposes of these clauses, the AGENCY is the City of Porterville (FTA recipient) that is entering the Contract with Contractor.

1. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES.
[These requirements do not apply to micro-purchases ($10,000 or less, except for construction contracts over $2,000).]
The AGENCY and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation of this Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the AGENCY, Contractor or any other party (whether or not a party to that Contract) pertaining to any matter resulting from the Contract. Contractor shall 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.

2. NOTIFICATION TO FTA.
[These requirements apply to all contracts and subcontracts in excess of $25,000.] If a current or prospective legal matter that may affect the Federal Government emerges, Contractor must promptly notify the AGENCY, which must then promptly notify the FTA Chief Counsel and FTA Regional Counsel for Region 9. Contractor must include an equivalent provision in its subagreements at every tier for any agreement that is a “covered transaction” according to 2 C.F.R. §§ 180.220 and 1200.220.

A. Types of Legal Matters Requiring Notification. The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason.

B. Matters Affecting the Federal Government. Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s interests in the Award, the Contract, and any Amendments thereto, or the Federal Government’s administration or enforcement of federal laws, regulations, and requirements.

Professional Services Agreement
CNG Fueling Station Maintenance Services
C. Additional Notice to U.S. DOT Inspector General. Contractor must promptly notify the AGENCY, which must then promptly notify the U.S. DOT Inspector General in addition to the FTA Chief Counsel or Regional Counsel for Region 9 if Contractor has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. This responsibility occurs whether the Project is subject to this Contract or another agreement between the AGENCY and FTA, or an agreement involving a principal, officer, employee, agent, or Third-Party Participant of the AGENCY. It also applies to subcontractors at any tier.

Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of Contractor. In this paragraph, “promptly” means to refer information without delay and without change. This notification provision also applies to all divisions of the

AGENCY,

3. PROGRAM FRAUD & FALSE/FRAUDULENT STATEMENTS OR RELATED ACTS. [These requirements do not apply to micro-purchases ($10,000 or less, except for construction contracts over $2,000).]
A. 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 Project.

Upon execution of the Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the 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.

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

Professional Services Agreement
CNG Fueling Station Maintenance Services
C. Contractor shall include the above two paragraphs 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.

4. ACCESS TO RECORDS, REPORTS, and SITES
A. Record Retention. Contractor shall retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, subagreements, leases, subcontracts, arrangements, other third-party agreements of any type, and supporting materials related to those records.

B. Retention Period. Contractor shall comply with the record retention requirements in accordance with 2 CFR § 200.333. Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.

C. Access to Records. Contractor shall provide sufficient access to the U.S. Secretary of Transportation, the Comptroller General of the United States, FTA, the Agency, and their duly authorized representatives to inspect and audit records and information, including such records and information the AGENCY or Contractor may regard as confidential or proprietary related to performance of this contract as reasonably may be required.

D. Access to the Sites of Performance. Contractor shall permit FTA, the Agency, and their duly authorized representatives’ access to the

5. FEDERAL CHANGES
Contractor shall at all times comply with all applicable federal laws, regulations, requirements, policies, procedures, guidance, and directives, including without limitation those listed directly or by reference in the FTA Master Agreement between the City of Porterville and the FTA, as they may be amended or promulgated from time to time during the term of the Contract.

Contractor’s failure to so comply shall constitute a material breach of the Contract.

6. CIVIL RIGHTS
The AGENCY must comply with applicable federal civil rights laws, regulations, and requirements, and follow applicable federal guidance, except as the Federal Government determines otherwise in writing. Therefore, unless an AGENCY or federal program, including any Indian Tribe or Tribal Transit Program, is specifically exempted from a civil rights statute,

Professional Services Agreement
CNG Fueling Station Maintenance Services
FTA requires compliance with each civil rights statute, including compliance with equity in service requirements.

A. Nondiscrimination in Federal Public Transportation Programs.

1. Contractor must prohibit: (a) discrimination based on race, color, religion, national origin, sex (including sexual orientation and gender identity), disability, or age; (b) exclusion from participation in employment or a of program benefits in employment or a business opportunity identified in 49 U.S.C. § 5332; and (d) discrimination identified in 49 U.S.C. § 5332, including discrimination in employment or a business opportunity identified in 49 U.S.C. § 5332.

2. Contractor must follow the most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance. However, FTA does not require an Indian Tribe to comply with FTA program specific guidelines for Title VI when administering its agreement supported with federal assistance under the Tribal Transit Program.

B. Nondiscrimination – Title VI of the Civil Rights Act.

1. Contractor must prohibit discrimination based on race, color, or national origin;

2. Contractor must comply with: (a) Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, et seq.; (b) U.S. DOT regulations, “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act of 1964,” 49 CFR Part 21; and (c) Federal transit law, specifically 49 U.S.C. § 5332; and

3. Contractor must follow: (a) the most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance; (b) U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,” 28 C.F.R. § 50.3; and (c) all other applicable federal guidance that may be issued.

C. Equal Employment Opportunity.

1. Federal Requirements and Guidance. Contractor must prohibit discrimination based on race, color, religion, sex, sexual orientation, gender identity, or national origin. Contractor must also comply with: (a) Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et seq.; (b) Title I of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101, et seq.; (c) Executive Order No. 11246, “Equal Employment Opportunity” September 24, 1965 (42 U.S.C. § 2000e note), as amended by any later Executive Order that amends or supersedes it in part and is applicable to federal assistance programs; (d) federal

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transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of this Master Agreement; and (e) FTA Circular 4704.1 “Equal Employment Opportunity (EEO) Requirements and Guidelines for Federal Transit Administration Recipients.” Further, Contractor must follow other federal guidance pertaining to EEO laws, regulations, and requirements.

2. Affirmative Action. If required to do so by U.S. DOT regulations (49 CFR Part 21) or U.S. Department of Labor regulations (41 C.F.R. chapter 60), Contractor must take affirmative action that includes, but is not limited to: (a) recruitment advertising, recruitment, and employment; (b) rates of pay and other forms of compensation; (c) selection for training, including apprenticeship, and upgrading; and (d) transfers, demotions, layoffs, and terminations.

3. Age. In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age.

4. Disabilities. In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities.

5. Indian Tribe. Contractor recognizes that Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of “Employer.”

6. Equal Employment Opportunity for Construction Activities. When undertaking “construction” as recognized by the U.S. Department of Labor (U.S. DOL), Contractor must comply with all applicable equal employment opportunity requirements of U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R.

Chapter 60 (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and Executive Order 13672, "Further Amendments to Executive Order 11478, Equal Employment Opportunity in the Federal Government, and Executive Order 11246, Equal Employment Opportunity," 42 U.S.C. § 2000e note).

7. Access for Elderly Individuals and Individuals with Disabilities. Contractor agrees to comply with all applicable provisions of Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101, et seq., and the Architectural Barrier Act of 1968, as amended, 42 U.S.C. § 4151, et seq. In addition, Contractor agrees to comply with applicable Federal implementing regulations.

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7. INCORPORATION OF FTA TERMS
[These requirements do not apply to micro-purchases ($10,000 or less, except for construction contracts over $2,000).]
The preceding 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 DOT, as set forth in FTA Circular 4220.1F, and 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 the contract. Contractor shall not perform any act, fail to perform any act, or refuse to comply with any requests of the AGENCY that would cause the AGENCY to be in violation of the FTA terms and conditions. Contractor shall include this clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA.

8. FREE SPEECH & RELIGIOUS LIBERTY
All Federal funding must be expended in full accordance with the U.S. Constitution, Federal Law, and statutory and public policy requirements, including but not limited to those prohibiting discrimination and protecting free speech, religious liberty, public welfare, and the environment.

9. FEDERAL TERMINATION RIGHTS
The termination rights under this Contract are in addition to, and in no way limit, the Federal Government’s right to terminate as described in 2 CFR § 200.340.

10. DEBARMENT, SUSPENSION, INELIGIBILITY, & VOLUNTARY EXCLUSION [This requirement does not apply to contracts and subcontracts under $25,000.] A. Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 CFR part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Government-Wide Debarment and Suspension (Non-procurement),” 2 CFR part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount.

B. Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally-funded contract (which includes review of SAM at sam.gov, if necessary to comply with U.S. DOT regulations, 2 CFR Part 1200) and are not presently declared by any Federal department or AGENCY to be: (1) debarred from participation in any federally-assisted Award; (2) suspended from participation in any

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federally-assisted Award; (3) proposed for debarment from participation in any federally-assisted Award; (4) declared ineligible to participate in any federally-assisted Award; (5) voluntarily excluded from participation in any federally-assisted Award; or (6) disqualified from participation in any federally-assisted Award.

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

The certification in this clause is a material representation of fact relied upon by the AGENCY. If it is later determined by the AGENCY that Contractor available to the AGENCY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. Contractor shall comply with the requirements of 2 CFR part 180, subpart C, as supplemented by 2 CFR part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer.

Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions.

D. Contractor agrees that it will not enter into any “covered transaction” (as defined at 2 CFR 180.220 and 1200.220) with any “third party participant” (as defined in Section 1 of FTA’s Master Agreement (Version 31, dated May 2, 2024), as may be updated or amended) that is, or whose principal is, suspended, debarred, or otherwise excluded from participating in covered transactions except as otherwise authorized by applicable Federal laws, regulations, or requirements regarding participation with debarred or suspended Recipients or Third Party Participants. Contractor further agrees that it will review the Federal Government’s “System for Award Management — Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs,” if required by USDOT regulations (2 C.F.R. Part 1200).

11. TERMINATION
The AGENCY must include provisions in their contracts and subcontracts that allows for termination for cause and for convenience by the AGENCY, including the manner by which it will be effected and the basis for settlement. See Appendix II(B) to 2 CFR part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, and FTA Circular 4220.1F, Chapter IV, paragraph 2.b.(6)(b)4 – Termination.

12. VIOLATION & BREACH OF CONTRACT
[These requirements are not applicable to contracts and subcontracts under the simplified acquisition threshold (currently set at $250,000).]
Unless otherwise provided for by the AGENCY, the following provisions shall apply:

A. Dispute Resolution. Disputes arising in the performance of this Contract that are not resolved by agreement of the parties shall be decided in writing by the authorized representative of AGENCY. This decision shall be final and conclusive unless within

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ten calendar days from the date of receipt of its copy, Contractor mails or otherwise furnishes a written appeal to the authorized representative of AGENCY. In connection with any such appeal, Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the authorized representative of AGENCY shall be binding upon Contractor, and Contractor shall abide by the decision.

B. Performance During Disputes. Notwithstanding the existence of any dispute between the parties, insofar as is possible, under the terms of the Contract, Contractor shall continue to perform the obligations required of Contractor during the continuation of any such dispute unless enjoined or prohibited by an California Court of competent jurisdiction.

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

13. LOBBYING RESTRICTIONS
[These requirements do not apply to contracts and subcontracts under $100,000.] Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the AGENCY.

14. CARGO PREFERENCE (USE OF U.S.-FLAG VESSELS)
[These requirements apply to all contracts involving equipment, material, or commodities that may be transported by ocean vessels.]
A. At least 50 percent of any equipment, materials or commodities procured, contracted for or otherwise obtained with funds granted, guaranteed, loaned, or advanced by the U.S.

Government under this Contract, and which may be transported by ocean vessel, shall be transported on privately owned United States-flag commercial vessels, if available.

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Contractor shall use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the Contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels (46 U.S.C. § 55305, and U.S. Maritime Administration regulations, “Cargo Preference – U.S.-Flag Vessels,” 46 CFR Part 381); B. Within 20 days following the date of loading for shipments originating within the United States or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, ‘on-board’ commercial ocean bill-oflading in English for each shipment of cargo described in 46 CFR § 381.7(a)(1) shall be furnished to both the AGENCY (through the Contractor in the case of subcontractor billsof-lading) and to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590; and
C. Contractor shall include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel.

15. FLY AMERICA
[These requirements apply to contracts and subcontracts involving the transportation of persons or property by air between a place in the United States and a place outside of the United States, or between places outside the United States, when the FTA will participate in the cost of such air transportation.]
A. As used in this clause: (1) “international air transportation” means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States; (2) “United States” means the 50 States, the District of Columbia, and outlying areas; and (3) “U.S.-flag air carrier” means an air carrier holding a certificate under 49 U.S.C. Chapter 411.

B. When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) and U.S. General Services Administration (U.S. GSA) regulations, “Use of United States Flag Air Carriers,” 41 C.F.R. §§ 301-10.131 – 301-10.143, requires contractors, recipients, and others use U.S.-flag air carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreignflag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services.

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C. If available, Contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel (and their personal effects) or property.

D. If Contractor selects a carrier other than a U.S.-flag air carrier for international involving such transportation essentially as follows:

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

16. EMPLOYEE PROTECTIONS
A. Prevailing Wage & Anti-Kickback
[These requirements apply to all prime construction, alteration, or repair contracts in excess of $2,000.]

1. For all prime construction, alteration or repair contracts in excess of $2,000 awarded by FTA, Contractor shall comply with the Davis-Bacon Act and the Copeland “AntiKickback” Act. Under 49 U.S.C. § 5333(a), prevailing wage protections apply to laborers and mechanics employed on FTA assisted construction, alteration, or repair projects. Contractor will comply with the Davis-Bacon Act, 40 U.S.C. §§ 3141-3144, and 3146-3148 as supplemented by DOL regulations at 29 CFR part 5, “Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction.” In accordance with the statute, Contractor shall 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.

2. In addition, Contractor shall pay wages not less than once a week. Contractor shall also comply with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by DOL regulations at 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.” Contractor is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.

B. Contract Work Hours/Safety Standards for Awards Involving Construction

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[These requirements apply to all contracts involving construction in excess of $100,000 that involve the employment of mechanics or laborers.]

1. For all contracts in excess of $100,000 that involve the employment of mechanics or laborers, Contractor shall comply with the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 3701-3708), as supplemented by the DOL regulations at 29 CFR part 5. Under 40 U.S.C. § 3702 of the Act, Contractor shall compute the wages of every mechanic and laborer, including watchmen and guards, 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 be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or to contracts for transportation or transmission of intelligence.

2. In the event of any violation of the clause set forth herein, Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, Contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of this clause in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by this clause.

3. The FTA shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by Contractor or subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in this section.

4. Contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this Contract.

C. Contract Work Hours/Safety Standards for Awards Not Involving Construction [These requirements apply to all contracts (not involving construction) in excess of $100,000 that involve the employment of mechanics or laborers.]

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1. Contractor shall comply with all federal laws, regulations, and requirements providing wage and hour protections for non-construction employees, in accordance with 40 U.S.C. § 3702, Contract Work Hours and Safety Standards Act, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 CFR part

5. 2. Contractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid.

3. Such records maintained under this paragraph shall be made available by Contractor for inspection, copying, or transcription by authorized representatives of the FTA and the Department of Labor, and Contractor will permit such representatives to interview employees during working hours on the job.

4. Contractor shall require the inclusion of the language of this clause within subcontracts of all tiers.

17. SEISMIC SAFETY
[These requirements apply only to contracts for the construction of new buildings or additions to existing buildings.]
Contractor shall design and construct any new building or addition to an existing building in accordance with the standards for Seismic Safety required in Department of Transportation (DOT) Seismic Safety Regulations (49 CFR part 41) and will certify its compliance to the extent required by the regulation. Contractor shall ensure that all work performed under this Contract, including work performed by a subcontractor, is in compliance with the standards required by the Seismic Safety regulations and the certification of compliance issued on the project.

18. VETERANS EMPLOYMENT
[These requirements apply only to capital projects. See 49 U.S.C. § 5302(3).] Contractor shall give a hiring preference, to the extent practicable, to veterans (as defined in U.S.C. Section 2108 of title 5) who have the requisite skills and abilities to perform the construction work required under the Contract. This requirement shall not be understood, construed or enforced in any manner that would require an employer to give a preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or a former employee.

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19. BONDING
[These requirements are applicable to all construction or facility improvement contracts and subcontracts exceeding the simplified acquisition threshold (currently set at $250,000). See FTA Circular C 4220.1F for specific bonding requirements.] Bonds are required for all construction or facility improvement contracts and subcontracts exceeding the simplified acquisition threshold. FTA may accept the bonding policy and requirements of the AGENCY if FTA has determined that the Federal interest is adequately protected. If such a determination has not been made, the following minimum requirements apply:

A. A bid guarantee from each bidder equivalent to five percent of the bid price. The “bid guarantee” must consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid, execute such contractual documents as may be required within the time specified.

B. A performance bond on the part of Contractor for 100 percent of the contract price. A “performance bond” is one executed in connection with a contract to secure fulfillment of all of Contractor's obligations under such contract.

C. A payment bond on the part of Contractor for 100 percent of the contract price. A “payment bond” is one executed in connection with a contract to assure payment as required by law of all persons supplying labor and material in the execution of the work provided for in the contract.

20. PUBLIC TRANSPORTATION EMPLOYEE PROTECTIVE ARRANGEMENTS [These requirements apply only to contracts for transit operations performed by employees of contractors and subcontractors recognized by FTA to be a transit operator.] Contractor shall comply with the following employee protective arrangements of 49 U.S.C. § 5333(b):

A. U.S. DOL Certification. To the extent that FTA determines that this Contract or any Amendments thereto involve public transportation operations financed in whole or in part with Federal assistance, Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C. § 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient’s project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL

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Letter. The requirements of this subsection (A), however do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. § 5310(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections (B) and (C) of this clause.

B. Special Warranty. If the Contract involves public transportation operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311, Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto.

C. Special Arrangements. If the Contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S.

Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract, Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL’s letter of certification to FTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL Letter.

D. Flow Down. Contractor shall include the substance of this clause in each subcontract that may involve operating public transit services.

21. CHARTER SERVICE
[These requirements apply to contracts for operating public transportation service.] A. Contractor shall comply with 49 U.S.C. 5323(d), (g), and (r), and 49 CFR part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally-funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except as permitted under: (1) federal transit laws, specifically 49 U.S.C. § 5323(d); (2) FTA regulations, “Charter Service,” 49 CFR part 604; (3) any other federal Charter Service regulations; or (4) Federal guidance, except as FTA determines otherwise in writing.

B. If Contractor engages in a pattern of violations of FTA’s Charter Service regulations, then FTA may require corrective measures or impose remedies on it. These corrective measures and remedies may include: (1) barring it or any subcontractor operating public transportation under its Award that has provided prohibited charter service from

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receiving federal assistance from FTA; (2) withholding an amount of federal assistance as provided by Appendix D to part 604 of FTA’s Charter Service regulations; or (3) any other appropriate remedy that may apply.

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

22. SCHOOL BUS OPERATIONS
[These requirements apply to contracts for operating public transportation service.] Contractor shall comply with 49 U.S.C. 5323(f) and (g), and 49 CFR part 605, and not engage in school bus operations using federally-funded equipment or facilities in competition with private operators of school buses, except as permitted under: (A) federal transit laws, specifically 49 U.S.C. § 5323(f); (B) FTA regulations, “School Bus Operations,” 49 CFR part 605; (C) any other Federal School Bus regulations; or (D) federal guidance, except as FTA determines otherwise in writing. If Contractor violates these school bus requirements, then FTA may bar Contractor from receiving Federal assistance for public transportation or require Contractor to take such remedial measures as FTA considers appropriate. When operating exclusive school bus service under an allowable exemption, Contractor may not use federallyfunded equipment, vehicles, or facilities. Contractor should include the substance of this clause in each subcontract or purchase under this Contract that may operate public transportation services.

23. MOTOR CARRIER SAFETY
[These requirements apply to contracts for operating bus operation service.] A. Financial Responsibility. Contractor shall comply with the economic and insurance registration requirements of: (1) U.S. Federal Motor Carrier Safety Administration (U.S. FMCSA) regulations, “Minimum Levels of Financial Responsibility for Motor Carriers,” 49 C.F.R. part 387, if Contractor is: (a) engaged in operations requiring compliance with 49 C.F.R. part 387, (b) engaged in interstate commerce, and (c) not within a defined commercial zone; and (2) provisions of 49 U.S.C. § 31138(e)(4), which supersede inconsistent provisions of 49 C.F.R. part 387, and reduce the amount of insurance the Recipient must obtain to the highest amount required by any state in which the public transportation provider operates, if it operates within a public transportation service area located in more than one state, and receives federal assistance under 49 U.S.C. §§ 5307, 5310, and 5311.

B. U.S. FMCSA Requirements. Contractor shall comply with: (1) safety requirements of U.S. Federal Motor Carrier Safety Administration (U.S. FMCSA) regulations, “Federal Motor Carrier Safety Regulations,” 49 C.F.R. parts 390 – 397, to the extent applicable; and (2) driver’s license requirements of U.S. FMCSA regulations, “Commercial Driver’s License Standards, Requirements, and Penalties,” 49 C.F.R. part 383, and “State Compliance with Commercial Driver's License,” 49 C.F.R. part 384, to the extent applicable, with the substance abuse requirements and guidance of U.S.

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FMCSA’s regulations, “Drug and Alcohol Use and Testing Requirements,” 49 C.F.R. part 382, and implementing federal guidance, to the extent applicable.

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

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

C. Subcontracts. Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts that exceed the micro-purchase threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award.

25. CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING [These requirements do not apply to micro-purchases ($10,000 or less, except for construction contracts over $2,000).]
A. Definitions. As used in this clause: (1) "driving" means operating a motor vehicle on an active roadway with the motor running, including while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise (note: "driving" does not include operating a motor vehicle with or without the motor running when one has pulled over to the side of, or off, an active roadway and has halted in a location where one can safely remain stationary); and (2) “text messaging” means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication (note: “text messaging” does not include glancing at or listening to a navigational device that is secured in a commercially designed holder affixed to the vehicle, provided that the destination and route are programmed into the device either before driving or while stopped in a location off the roadway where it is safe and legal to park).

B. Executive Order. This clause implements Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving, dated October 1, 2009. Contractor is encouraged to adopt and enforce policies that ban text messaging while driving company-owned/rented vehicles, Government-owned vehicles, and privately-owned

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vehicles when on official Government business or when performing any work for or on behalf of the Government. Contractor is also encouraged to conduct initiatives in a manner commensurate with the size of the business, such as: (1) establishment of new rules and programs or reevaluation of existing programs to prohibit text messaging while driving; and (2) education, awareness, and other outreach to employees about the safety risks associated with texting while driving.

C. Subcontracts. Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts that exceed the micro-purchase threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award.

26. SUBSTANCE ABUSE (DRUG & ALCOHOL TESTING)
[These requirements apply to contracts with contractors who perform safety-sensitive functions, as defined in 49 CFR Part 655.4, “Definitions.”] A. Contractor shall establish and implement a drug and alcohol testing program that complies with “Procedures for Transportation Workplace Drug and Alcohol Testing Programs” (49 CFR Part 40) and “Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations” (49 CFR Part 655), produce any documentation necessary to establish its compliance with parts 655 and 40, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of California, or the City of Porterville, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR part 655 and 49 CFR part 40 and review the testing process.

B. Contractor shall also submit for review and approval a copy of its substance abuse prevention policy developed to implement its drug and alcohol testing program.

Further, Contractor shall certify annually its compliance with parts 655 and 40 and to submit the Drug and Alcohol Management Information System (DAMIS) reports before March 15 to Transit Compliance Officer, City of Porterville Transportation Department, 291 N. Main St., Porterville, CA 93257. To certify compliance, Contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register.

C. Contractor shall require the inclusion of the language of this clause within subcontracts of all tiers involving the performance of a safety-sensitive function under the Contract.

27. BUY AMERICA
[These requirements apply to contracts over $150,000 if they involve the purchase of iron, steel, manufactured goods, or rolling stock.]
A. Contractor shall comply with 49 U.S.C. 5323(j) and 49 CFR part 661, which provide that federal funds may not be obligated unless all steel, iron, and manufactured products

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used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR § 661.7 and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, microcomputer equipment, and software. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 CFR § 661.11. Contractor must submit to AGENCY the appropriate Buy America certification with its offer. Offers that are not accompanied by a completed Buy America certification will be rejected as nonresponsive.

B. Construction materials used in FTA-funded projects are subject to the domestic preference requirement of the Build America, Buy America Act, Pub. L. 117-58, div.

G, tit. IX, §§ 70911 – 70927 (2021), as implemented by the U.S. Office of Management and Budget’s “Buy America Preferences for Infrastructure Projects,” 2 CFR Part 184.

C. Compliance with FTA’s “Buy America Requirements,” 49 CFR Part 661, and “Buy America Preferences for Infrastructure Projects,” 2 CFR Part 184 shall be deemed to satisfy 2 CFR § 200.322, “Domestic Preferences for Procurements.”

28. PROHIBITED TELECOMMUNICATIONS & SURVEILLANCE SERVICES &

EQUIPMENT
The AGENCY is prohibited from obligating or expending loan or grant funds to: procure or obtain, extend or renew a contract to procure or obtain, or enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Contractor shall not provide covered telecommunications equipment or services in the performance of the Contract. As described in Public Law 115-232, section 889, covered telecommunications equipment is: (A) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); (B) video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes; (C) telecommunications or video surveillance services provided by such entities or using such equipment; and (D) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

29. AIR POLLUTION & FUEL ECONOMY
[These requirements apply to contracts for the purchase of rolling stock.]

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The Contractor agrees to comply with applicable Federal air pollution control and fuel economy regulations, such as: EPA regulations, “Control of Air Pollution from Mobile Sources,” 40 CFR Part 85; EPA regulations, “Control of Air Pollution from New and In-Use Motor Vehicles and New and In-Use Motor Vehicle Engines,” 40 CFR Part 86; and EPA regulations, “Fuel Economy of Motor Vehicles,” 40 CFR Part 600.

30. ROLLING STOCK LIMITATIONS
[These requirements apply to contracts for the purchase of rolling stock.] Contractor and its subcontractors must comply with the limitation on certain rolling stock procurements at 49 U.S.C. § 5323(u), prohibiting the procurement of rolling stock from specified manufacturers for public transportation use.

31. PRE-AWARD & POST-DELIVERY AUDITS OF ROLLING STOCK PURCHASES [These requirements apply to contracts for the purchase of rolling stock.] Contractor shall comply with 49 U.S.C. § 5323(m) and FTA's implementing regulation at 49 CFR part 663. Contractor shall comply with the Buy America certification(s) submitted with its offer. Contractor shall participate and cooperate in any pre-award and post-delivery audits performed pursuant to 49 CFR part 663 and related FTA guidance.

32. BUS TESTING
[These requirements apply to contracts for the purchase/lease of any bus model that is new or has any major change in configuration/components to be acquired/leased.] Contractor [Manufacturer] agrees to comply with the Bus Testing requirements under 49 U.S.C. 5318(e) and FTA's implementing regulation at 49 CFR part 665 to ensure that the requisite testing is performed for all new bus models or any bus model with a major change in configuration or components, and that the bus model has achieved a passing score. Upon completion of the testing, Contractor shall obtain a copy of the bus testing reports from the operator of the testing facility and make that report(s) publicly available prior to final acceptance of the first vehicle by the grantee.

33. ENVIRONMENTAL PROTECTIONS
Contractor shall comply with all applicable environmental and resource use laws, regulations, and requirements, and follow applicable guidance, now in effect or that may become effective in the future, including state and local laws, ordinances, regulations, and requirements and follow applicable guidance.

2. National Environmental Policy Act.

1. Contractor shall comply and facilitate compliance with federal laws, regulations, and requirements, including, but not limited to: (a) federal transit laws, such as 49 U.S.C. § 5323(c)(2), and 23 U.S.C. § 139; (b) the National Environmental Policy Act of 1969 (NEPA), as amended, 42 U.S.C. §§ 4321 et seq., as limited by 42

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U.S.C. § 5159, and CEQ’s implementing regulations 40 C.F.R. part 1500 – 1508; (c) joint FHWA and FTA regulations, “Environmental Impact and Related Procedures,” 23 C.F.R. part 771 and 49 C.F.R. part 622; (d) Executive Order No. 11514, as amended, “Protection and Enhancement of Environmental Quality,” March 5, 1970, 42 U.S.C. § 4321 note; and (e) other federal environmental protection laws, regulations, and requirements applicable to Contractor.

2. Contractor shall follow federal guidance to the extent that the guidance is consistent with applicable authorizing legislation, which may include: (a) joint FHWA and FTA final guidance, “Interim Guidance on MAP-21 Section 1319, Accelerated Decision making in Environmental Reviews,” January 14, 2013; (b) joint FHWA and FTA final guidance, “SAFETEA-LU Environmental Review Process (Pub. L. 109-59),” 71 Fed. Reg. 66576, November 15, 2006; and (c) other federal environmental guidance applicable to the Contractor.

3. Environmental Justice. Contractor shall promote environmental justice by following:
(1) Executive Order No. 12898, “Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,” February 11, 1994, 42 U.S.C. § 4321 note, as well as facilitating compliance with that Executive Order; (2) U.S. DOT Order 5610.2, “Department of Transportation Actions To Address Environmental Justice in Minority Populations and Low-Income Populations,” 62 Fed. Reg. 18377, April 15, 1997; and (3) the most recent edition of FTA Circular 4703.1, “Environmental Justice Policy Guidance for Federal Transit Administration Recipients,” August 15, 2012, to the extent consistent with applicable federal laws, regulations, requirements, and guidance.

4. Other Environmental Federal Laws. Contractor shall comply or facilitate compliance with all applicable federal laws, regulations, and requirements, and will follow applicable guidance, including, but not limited to, the Clean Air Act, Clean Water Act, Wild and Scenic Rivers Act of 1968, Coastal Zone Management Act of 1972, the Endangered Species Act of 1973, Magnuson Stevens Fishery Conservation and Management Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act, Executive Order No. 11990 relating to “Protection of Wetlands,” and Executive Order Nos. 11988 and 13690 relating to “Floodplain Management.”

5. Use of Certain Public Lands. Contractor shall comply with U.S. DOT laws, specifically 49 U.S.C. § 303 (often referred to as “section 4(f)), and joint FHWA and FTA regulations, “Parks, Recreation Areas, Wildlife and Waterfowl Refuges, and Historic Sites,” 23 C.F.R. part 774, and referenced in 49 C.F.R. part 622.

6. Historic Preservation. Contractor shall comply with: (1) U.S. DOT laws, including 49 U.S.C. § 303 (often referred to as “section 4(f)”), which requires certain findings be made before an Award may be undertaken if it involves the use of any land from a historic site that is on or eligible for inclusion on the National Register of Historic

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Places; (2) federal historic and archaeological preservation requirements of section 106 of the National Historic Preservation Act, as amended, 54 U.S.C. § 306108; (3) the Archeological and Historic Preservation Act of 1974, as amended, 54 U.S.C. § 312501 et seq.; (4) U.S. Advisory Council on Historic Preservation regulations, “Protection of Historic Properties,” 36 C.F.R. part 800; and (5) other federal requirements and federal guidance to avoid or mitigate adverse effects on historic properties.

7. Indian Sacred Sites. Contractor shall facilitate compliance with federal efforts to promote the preservation of places and objects of religious importance to American Indians, Eskimos, Aleuts, and Native Hawaiians, and facilitate compliance with the American Indian Religious Freedom Act, 42 U.S.C. § 1996, and Executive Order No. 13007, “Indian Sacred Sites,” May 24, 1996, 42 U.S.C. § 3161 note.

34. CLEAN AIR ACT & FEDERAL WATER POLLUTION CONTROL ACT [These requirements do not apply to contracts and subcontracts under $150,000.] Contractor shall ensure that it: (A) will not use any violating facilities; (B) will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;” (C) will report violations of use of prohibited facilities to FTA; and (D) will comply with the inspection and other requirements of the Clean Air Act, as amended (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251-1387).

35. ENERGY CONSERVATION
Contractor shall comply with mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. §§ 6321 et seq.).

36. RECYCLED PRODUCTS (SOLID WASTES)
[These requirements apply to all contracts and subcontracts involving the purchase of items designated by the EPA (that contain the highest percentage of recovered materials practicable) in excess of $10,000. See 40 C.F.R part 247 for federal designation of items.] Contractor shall provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), “Comprehensive Procurement Guideline for Products Containing Recovered Materials,” 40 CFR part 247. The requirements of Section 6002 include: (A) procuring only items designated in guidelines of the U.S. EPA at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (B) procuring solid waste management services in a manner that

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maximizes energy and resource recovery; and (C) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

37. INTELLECTUAL PROPERTY/PATENT RIGHTS & RIGHTS IN DATA [These requirements apply to contracts for the performance of experimental, developmental, or research work.]
A. This Project is funded through a Federal award with FTA for experimental, developmental, or research work purposes. As such, certain Patent Rights and Data Rights apply to all subject data first produced in the performance of this Contract.

Contractor shall grant the AGENCY intellectual property access and licenses deemed necessary for the work performed under this Contract and in accordance with the requirements of 37 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 FTA or U.S.

DOT. The terms of an intellectual property agreement and software license rights will be finalized prior to execution of this Contract and shall, at a minimum, include the following restrictions: Except for its own internal use, Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may Contractor authorize others to do so, without the written consent of FTA, until such time as FTA may have either released or approved the release of such data to the public.

This restriction on publication, however, does not apply to any contract with an academic institution. For purposes of this Contract, the term “subject data” means recorded information whether or not copyrighted, and that is delivered or specified to be delivered as required by the Contract. Examples of “subject data” include, but are not limited to computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information, but do not include financial reports, cost analyses, or other similar information used for performance or administration of the Contract.

B. The Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use for “Federal Government Purposes”: (1) any subject data developed under the Contract, whether or not a copyright has been obtained; and (2) any rights of copyright purchased by Contractor using federal assistance in whole or in part by the FTA. For “Federal Government Purposes,” means use only for the direct purposes of the Federal Government. Without the copyright owner’s consent, the Federal Government may not extend its Federal license to any other party.

C. Unless FTA determines otherwise, Contractor performing experimental, developmental, or research work required as part of this Contract agrees to permit FTA to make available to the public, either FTA’s license in the copyright to any subject

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data developed in the course of the Contract, or a copy of the subject data first produced under the Contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of this Contract, is not completed for any reason whatsoever, all data developed under the Contract shall become subject data as defined herein and shall be delivered as the Federal Government may direct.

D. Unless prohibited by state law, upon request by the Federal Government, Contractor shall indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government.

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

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

G. Contractor shall include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance.

38. COMPLIANCE WITH NATIONAL ITS ARCHITECTURE POLICY
[These requirements apply only to contracts for National Intelligent Transportation System projects.]
Contractor shall conform to the National Intelligent Transportation Systems (ITS) Architecture requirements of 23 U.S.C. § 517(d), unless it obtains an exemption from those requirements, and follow FTA Notice, “FTA National ITS Architecture Policy on Transit Projects,” 66 Fed.

Reg. 1455, January 8, 2001, and all other applicable federal guidance.

39. NTD REPORTING
As a condition of benefitting from federal assistance for public transportation operations, Contractor and its subcontractors must: (A) facilitate compliance with 49 U.S.C. § 5335(a), which authorizes the National Transit Database (NTD); (B) conform to the NTD reporting

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system and the Uniform System of Accounts and Records; (C) comply with FTA regulations, “Uniform System of Accounts and Records and Reporting System,” 49 CFR Part 630; (D) report when required to the National Transit Database in accordance with FTA regulation 49 CFR Part 630, “National Transit Database,” and applicable FTA instructions: (1) any information relating to a transit asset inventory or condition assessment; (2) any data on assaults on transit workers; (3) any data on fatalities that result from an impact with a bus; and (4) such other information as FTA may require; (E) comply with any other applicable reporting regulations, and requirements; and (F) follow FTA guidance.

40. TRAFFICKING IN PERSONS
Contractor and its subcontractors or their employees shall not: (A) engage in severe forms of trafficking in persons during the Contract Term; (B) procure a commercial sex act during the Contract Term; or (C) use forced labor in the performance of the Contract. Contractor shall inform AGENCY immediately of any information Contractor receives from any source alleging a violation of a prohibition in this section. AGENCY may terminate this Contract for any violation of this section; such right of termination is in addition to all other remedies for noncompliance that are available to the AGENCY.

41. PRIVACY ACT
Contractor agrees to: (A) comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, Contractor agrees to obtain the express consent of the Federal Government before Contractor or its employees operate a system of records on behalf of the Federal Government. Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract; and (B) include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA.

42. SECTION 508 COMPLIANCE
Any reports or information that will be provided to DOT or any other Federal agency must comply with Section 508 of the Rehabilitation Act of 1973.

43. DBE REQUIREMENTS
The City and its partners strive to advance the economic growth of small businesses through its Disadvantaged Business Enterprise (DBE) Program.

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The City of Porterville DBE Program is managed and administered by the City’s Transportation Department. Through a coordinated effort among several city departments and partner agencies, the DBE Program provides certification and opportunities in construction, purchasing, management and technical assistance, educational services, and networking.

A. General Requirements

1. Applicable Federal Regulations. This Contract is subject to DBE requirements issued by USDOT in 49 CFR Part 26. Despite the lack of a race- and gender-conscious DBE participation goal for this Contract, the Agency must track and report DBE participation that occurs as a result of any procurement, Joint Venture, goods/services, or other arrangement involving a DBE. For this reason, the Successful Submitter shall provide all relevant information to enable the required reporting.

2. DBE Participation. For this solicitation, the Agency has not established a race- or gender-conscious DBE participation goal. The Agency extends to each individual, firm, vendor, supplier, contractor, and subcontractor an equal economic opportunity to compete for business. The Agency uses race- and gender-neutral measures to facilitate participation by DBEs and Small Businesses. The Agency encourages each Submitter to voluntarily subcontract with DBEs and Small Businesses to perform part of the work—a Commercially Useful Function—that Submitter might otherwise perform with its own forces.

3. Small Business Participation. The Agency will track the participation of all approved businesses throughout the life of this contract. The Agency will count Small Business participation as authorized by federal regulations. A summary of these regulations can be found at www.ecfr.gov (49 CFR Part 26.39).

4. DBE Certification. Only firms (1) certified by the Agency or another CAUCP member, and (2) contracted to perform a Commercially Useful Function on scopes of work for which they are certified, may be considered to determine DBE participation resulting from race- and gender-neutral (RGN) measures on this Contract. This DBE determination affects the Agency’s tracking and reporting obligations to USDOT.

5. Civil Rights Assurances. As a recipient of USDOT funding, the Agency has agreed to abide by the assurances found in 49 CFR Parts 21 and 26. Each Contract signed by the Agency and the Successful Submitter, and each Subcontract signed by the Successful Submitter and a Subcontractor, must include the following assurance verbatim:
“The contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR part 26 in the award and

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administration of USDOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the City of Porterville deems appropriate, which may include, but is not limited to: (1) withholding monthly progress payments; (2) assessing sanctions; (3) liquidated damages; and/or (4) disqualifying the contractor from future bidding as non-responsible.”
Note: For purposes of the required Contract and Subcontract language above, Successful Submitter is the “contractor” awarded the contract.

6. Subcontracts. If subcontracts will be let under this Contract, Contractor shall take the affirmative steps listed in 2 C.F.R. 200.321, which addresses contracting with small and minority businesses, women’s business enterprises, and labor surplus area firms.

Item No. 10.

CITY COUNCIL AGENDA – NOVEMBER 19, 2024
SUBJECT: Request for Authorization to Extend the Zero-Fare Program for Public Transportation Services
SOURCE: Public Works
COMMENT: The City of Porterville’s zero-fare program, initially approved on June 18, 2024, for a 90-day period and later extended on September 17, 2024, has effectively promoted ridership and increased accessibility to essential services. This program launched as part of the City's transition to direct management of its public transportation services, has been well-received, with significant increases in ridership, operational efficiency, and community engagement.

Given these positive outcomes, staff recommends extending the zerofare program until June 30, 2025, to continue supporting community access to public transportation and fostering operational benefits.

Extending the program aligns with the City’s strategic goals of maintaining essential transit services and facilitating a smooth transition to a future fare system.

Since implementation, the program has shown the following impacts:

1. Increased Ridership: The zero-fare program has contributed to significant growth in public transportation usage. From July to October 2024, fixed-route ridership increased from 77,738 to 132,501 compared to the same period in 2023, marking a 70.4% increase. Similarly, demand response ridership rose from 1,330 to 1,989 during the same timeframe, reflecting a 49.6% increase. These results indicate the program's success in attracting more riders and meeting community transportation needs.

2. Enhanced Accessibility: The zero-fare program has improved access for residents to vital services, such as employment, healthcare, and education, positively impacting community well-being.

3. Operational Focus and Transition Support: The zero-fare approach has facilitated operational adjustments without the administrative burden of fare collection, supporting a smoother transition to in-house management.

Item No. 10.

4. Public Awareness and Goodwill: The program has fostered a positive relationship with riders, encouraging public transportation use and expanding community awareness.

The increase in ridership has potential long-term financial benefits for the City. Based on the FTA’s Section 5307 apportionment formula, which allocates 50% of funding based on bus vehicle revenue miles (BVRM), the rise in ridership could contribute to a higher allocation of future federal funding. With the significant growth observed, Porterville could expect an estimated $1,124,806 increase in future FTA funding.

This additional funding would support sustainable growth in transit operations and enhance the city's ability to maintain and expand services.

The upcoming six months will allow the City to complete ongoing planning efforts with the Tulare County Association of Governments (TCAG) for a regional fare collection system, including exploring grant opportunities for a sustainable fare system. Extending the zero-fare program until June 30, 2025, aligns with these strategic goals, giving ample time to ensure a smooth transition back to a fare system while maintaining essential transportation access for Porterville residents.

Extending the zero-fare program through June 30, 2025, is estimated to cost approximately $300,000, which will be covered by Local Transportation Funds (LTF), ensuring that the program remains budgetneutral.

RECOMMENDATION: That the City Council:

1. Approve the extension of the Zero-Fare Program for
fixed-route and ADA paratransit services until June 30, 2025;

2. Authorize staff to adjust operational procedures as
needed and communicate the program’s continuation to the public; and

3. Direct staff to monitor the program's impacts and provide a final report at the end of the extension period.

ATTACHMENTS: 1. June 18, 2024 Staff Report

2. September 17, 2024 Staff Report
Appropriated/Funded:

Review By:

Department Director:

Richard Tree, Director of Transportation
Item No. 10.

Final Approver: Patrice Hildreth, City Manager
Item No. 15.

CITY COUNCIL AGENDA – JUNE 18, 2024
SUBJECT: Request for Approval of a 90-Day Zero-Fare Program for Public Transportation Services Transition
SOURCE: Public Works
COMMENT: Starting July 1, 2024, the City of Porterville will assume responsibility for the administration of its public transportation services. The purpose of this staff report is to request the Council's approval for implementing a 90-day zero-fare program for fixed route and ADA paratransit services, effective from July 1, 2024, to September 29, 2024. The administration of Porterville's public transportation services is undergoing a significant change and this program is designed to assist staff during this transition period. This process involves multiple logistical, operational, and administrative changes that require focused attention and resources from staff. During this transition, it is crucial to ensure a smooth and efficient restart of services to minimize disruptions for our residents.

Implementing a 90-day zero-fare program offers several benefits during this critical transition period:

1. Operational Focus: Allowing a zero-fare period will enable staff to concentrate on operational and administrative tasks without the added complexity of fare collection and management.

2. Customer Relations: A zero-fare period can help mitigate potential service disruptions, fostering goodwill and understanding among passengers during the transition.

3. Ridership Analysis: This period will provide an opportunity to collect data on ridership patterns without fare barriers, offering valuable insights for future service planning and improvements.

4. Public Awareness: Launching a zero-fare program can serve as a public relations tool to inform residents about the changes in public transportation services and encourage usage.

5. Access to Vital Services: A zero-fare transit system improves residents' access to vital community services, including food, medical appointments, and employment opportunities, thereby enhancing the overall quality of life for our residents.

6. Cost Efficiency: Eliminating fare collection can reduce costs related to fare Item No. 15.
management, including investment in technological hardware, staffing resources, and longer dwell time.

The financial impact of the proposed 90-day zero-fare program is estimated to be $100,000, based on current fare revenue data. The loss in revenue will be supplemented by Local Transportation Funds (LTF), ensuring that the program does not negatively impact the overall budget for public transportation services.

Implementing a zero-fare program for 90 days during the transition of public transportation services administration is a strategic approach to support staff, ensure operational efficiency, and maintain positive customer relations.

Additionally, it will improve residents' access to vital community services, thereby enhancing their quality of life.

RECOMMENDATION: That the City Council:

1. Approve the 90-day zero-fare program for fixed route and ADA paratransit services, effective July 1, 2024, and ending September 29, 2024;

2. Authorize staff to make necessary adjustments and
communicate the program details to the public; and

3. Direct staff to monitor the program's impact and provide a report to the City Council upon completion of the 90-day period.

ATTACHMENTS: 1. Public Communication Plan_90-Day Zero-Fare Program

2. Ridership Data Collection Plan_90-Day Zero-Fare Program Appropriated/Funded:

Review By:

Department Director:

Richard Tree, Director of Transportation
Final Approver: Patrice Hildreth, City Manager
Item No. 14.

CITY COUNCIL AGENDA – SEPTEMBER 17, 2024
SUBJECT: Request for Authorization to Extend the Zero-Fare Program for Public Transportation Services
SOURCE: Public Works
COMMENT: On June 18, 2024, the City Council approved a 90-day zero-fare program for fixed-route and ADA paratransit services, set to conclude on September 29, 2024. This initiative was introduced as part of the City of Porterville’s transition to directly managing its public transportation services.

During the first two months of the program, ridership increased significantly.

Compared to the same period in 2023, fixed-route services saw a 46% rise in ridership in July 2024, and a 50% increase in August 2024, with a total of 57,597 riders across both months. ADA paratransit services also experienced a 31% growth in July 2024, and a 17% rise in August 2024, totaling 808 riders for both months. Additionally, staff is seeing similar positive trends for the first week of September 2024. These figures demonstrate the program’s success in promoting public transportation and improving access to essential services for the community.

As the initial zero-fare period nears its end, staff recommends extending the program for an additional 90 days, from September 30, 2024, to December 31, 2024. This extension will provide continued support for operational, logistical, and administrative adjustments as the city transitions to full oversight of transit services.

Staff is actively collaborating with the Tulare County Association of Governments (TCAG) to develop a regional fare collection system. This effort includes seeking grant funding to support the future system's implementation.

Extending the zero-fare program will allow time to complete this planning process and ensure a smooth transition to fare collection once the new system is ready.

The estimated cost of extending the zero-fare program is approximately $100,000, based on current fare revenue data. This shortfall will be covered by Local Transportation Funds (LTF), ensuring no negative impact on the overall transportation budget.

RECOMMENDATION: That the City Council:

1. Approve the extension of the Zero-Fare Program for an additional 90 days, effective September 30, 2024, and ending Item No. 14.

December 31, 2024;

2. Authorize staff to make necessary adjustments and
communicate the program extension details to the public; and

3. Direct staff to monitor the program's ongoing impact and provide an updated report to the City Council at the end of the extended period.

ATTACHMENTS: 1. June 18, 2024 Staff Report
Appropriated/Funded:

Review By:

Department Director:

Richard Tree, Director of Transportation
Final Approver: Patrice Hildreth, City Manager
Item No. 11.

CITY COUNCIL AGENDA – NOVEMBER 19, 2024
SUBJECT: Reauthorization of Professional Services Agreement with Clean Energy for Compressed Natural Gas (CNG) Fueling Station Maintenance Services with FTA Terms and Conditions
SOURCE: Public Works
COMMENT: On October 15, 2024, the City Council awarded a professional services agreement to Clean Energy to maintain the City’s Compressed Natural Gas (CNG) fueling station. This station supports City operations and contributes to the City’s sustainable transportation initiatives.

Upon review of the agreement, it was discovered that the approved draft inadvertently omitted the required terms and conditions for projects funded by the Federal Transit Administration (FTA). To ensure compliance with federal requirements, staff has updated the agreement to include these terms, as specified in Appendix 4, which details requirements for federal projects. These include provisions on program fraud, civil rights, record retention, federal termination rights, and access to records.

Clean Energy has extensive experience in CNG maintenance services, especially with federally funded projects. The updated agreement includes the same financial terms and scope of services previously approved by Council, as follows:
• Monthly fee for site inspections: $1,520
• Monthly fee for 24/7 remote monitoring services: $725 • One-time installation fee for remote monitoring system: $10,370 • Hourly rates for time and material services: $160/hour (standard) and $240/hour (after hours)
The total estimated five-year cost remains $145,070, with 80% funded by the FTA and 20% by Local Transportation Funds (LTF).

RECOMMENDATION: That the City Council:

1. Approve the revised professional services agreement
with Clean Energy for the maintenance of the City’s CNG Item No. 11.
fueling station, incorporating all required FTA terms and conditions; and

2. Authorize the Mayor, or designee, to execute the revised agreement and any related documents on behalf of the City of Porterville.

ATTACHMENTS: 1. October 15, 2024 Staff Report

2. Revised Draft Agreement

3. Appendix 2 - RFP# 24-25-SR1982 - CNG Fueling
Station Maintenance

4. Appendix 3 - Clean Energy's Proposal

5. Appendix 4 - FTA Terms and Conditions
Appropriated/Funded:

Review By:

Department Director:

Richard Tree, Director of Transportation
Final Approver: Patrice Hildreth, City Manager
Item No. 13.

CITY COUNCIL AGENDA – OCTOBER 15, 2024
SUBJECT: Award of Professional Services Agreement to Clean Energy for Compressed Natural Gas (CNG) Fueling Station Maintenance Services
SOURCE: Public Works
COMMENT: The City of Porterville operates a Compressed Natural Gas (CNG) fueling station to support the City's fleet of vehicles, which includes transit and public works vehicles. This station plays a critical role in supporting the City’s sustainable transportation initiatives. Regular maintenance of the CNG fueling infrastructure is essential to ensure continuous operations, safety, and compliance with environmental regulations.

In response to the need for ongoing maintenance, the City issued Request for Proposals (RFP) No. 24/25-SR1982 on August 20, 2024, to seek qualified service providers to manage routine inspections, preventive maintenance, emergency repairs, and parts replacement for the CNG fueling station.

The City received the following proposals, which were evaluated on a range of criteria, including understanding of the scope of work, technical approach, experience, key personnel, and cost.

Vendor Score
Clean Energy 94
Trillium 93
Clean Energy has been in operation since 1996 and maintains over 100 CNG fueling stations for various public agencies. The firm's extensive experience, particularly with federally funded transit projects, made it the most qualified vendor. Key advantages of Clean Energy’s proposal include its local presence, 24/7 customer support, quick access to spare parts, and a well-equipped team of technicians. Clean Energy’s monthly cost includes $1,520 for site inspections and $725 for 24/7 remote monitoring. A one-time installation fee of $10,370 for its proprietary remote monitoring system is also included.

Trillium USA submitted a competitive proposal but offered a higher monthly fee of $4,500 for maintenance services. While their technical approach was solid, the cost difference between the two proposals was a key consideration.

The overall points awarded to Clean Energy totaled 94 out of 100, slightly surpassing Trillium USA’s 93 points.

The five-year contract with Clean Energy includes the following costs:

Item No. 13.
• Monthly fee for site inspections: $1,520
• Monthly fee for 24/7 remote monitoring services: $725 • One-time installation fee for remote monitoring system: $10,370 • Hourly rates for time and material services: $160/hour (standard) and $240/hour (after hours)
Total estimated five-year cost: $145,070.

The CNG Facility Maintenance Agreement between the City of Porterville and Clean Energy would be effective upon execution by both parties for a initial term of five (5) years. The agreement may be extended under the same terms and conditions for up to five (5) additional one (1) year terms, upon the mutual written consent of both parties. Funding for this project has been appropriated in the Transportation Department budget. Of this total, 80% is funded by the Federal Transit Administration (FTA) and 20% by Transit Local Transportation Funds (LTF).

RECOMMENDATION: That the City Council:

1. Approve the draft professional services agreement with Clean Energy for the maintenance of the City’s CNG
fueling station at an estimated monthly cost of $2,245 and a one-time fee of $10,370 for remote monitor software
and equipment; and

2. Authorize the Mayor, or designee, to execute the
agreement and any related documents on behalf of the
City of Porterville.

ATTACHMENTS: 1. Draft Agreement

2. Clean Energy Proposal

3. Clean Energy Price Proposal

4. Porterville RFP # 24-25-SR1982_Plan Holders

5. Porterville RFP # 24-25-SR1982_Scoring Matrix
Appropriated/Funded:

Review By:

Department Director:

Richard Tree, Director of Transportation
Final Approver: Patrice Hildreth, City Manager
1 ID # 6736 (rev. 1.20.2024)

CNG FACILITY MAINTENANCE AGREEMENT
This CNG Facility Maintenance Agreement (this “Agreement”) is dated as of the ___ day of ___________, 2024 (the “Effective Date”) by and between City of Porterville, a charter city and municipal corporation (“City”), and Clean Energy, a California corporation (“Clean Energy”). The City and Clean Energy may be referred to herein as a “Party” individually and the “Parties” collectively.

RECITALS
WHEREAS, on August 20, 2024, the City issued a Request for Proposals No. 24/25-SR1982 for Compressed Natural Gas (CNG) Fuel Station Maintenance Services (the “RFP”) as described in Appendix 2;
WHEREAS, on September 3, 2024, the City provided certain responses to questions submitted during the RFP process, as described in Appendix 3;
WHEREAS, on September 24, 2024, Clean Energy submitted its proposal outlining its services, qualifications and technical capabilities for maintaining CNG fueling stations as described in Appendix 4; WHEREAS, the City owns a compressed natural gas (“CNG”) station located at 555 N. Prospect Street, Porterville, CA 93257 (the “Facility”) on property owned by the City (the “Property”); WHEREAS, the Facility includes the equipment listed on Appendix 1 attached hereto (the “Equipment’); WHEREAS, the City desires for Clean Energy to provide Services (hereinafter defined) at the Facility on the City’s behalf, upon the terms set forth herein.

NOW THEREFORE, in consideration of the respective covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Term of Agreement. The initial term of this Agreement shall commence on the Effective Date and end on the 5-year anniversary of the Effective Date. Upon the mutual written consent of both Clean Energy and the City, this Agreement may be extended under the same terms and conditions for up to five (5) additional one (1) year terms. The initial term and any renewal terms are referred to herein as the "Term."

2. License for Access to Facility. The City hereby grants to Clean Energy during the Term, a license for ingress, egress, and general access to the Facility and the Property to the extent necessary for Clean Energy to provide the Services (as defined below).

3. Maintenance of Facility
(a) Clean Energy’s Responsibilities. The City hereby engages Clean Energy as the exclusive service provider to maintain the Facility as described in Exhibit A, attached hereto, and to perform certain other services relating to the Facility, as described in Exhibit B, attached hereto, (collectively, the “Services”), all on the terms and conditions and as more fully described in this 2 ID # 6736 (rev. 01.20.2024)
Agreement. Clean Energy hereby accepts such engagement and agrees to perform the Services in accordance with the terms and conditions of this Agreement. (b) Fees. As consideration for providing the Services under this Agreement, the City shall pay Clean Energy the amounts set forth in Exhibit B attached hereto. (c) Service Guidelines. Clean Energy shall provide the Services in material compliance with any and all Applicable Laws. For purposes of this Agreement, “Applicable Law” shall mean (a) all applicable federal, state, and local statutes, laws, requirements, decrees, ordinances, and codes, of all governmental authorities, including any federal, state, and local governments or any departments, bureaus, or agencies thereof having jurisdiction over the Property or the Facility; and (b) all other applicable rules, regulations, interpretations, and orders of any commissions, boards, agencies, or other legislative, executive, judicial, or other governmental or quasi-governmental bodies or officers having jurisdiction to regulate or supervise the Property or the Facility. (d) Training of Personnel. Clean Energy shall be responsible for the selection and training of all Clean Energy employees or contractors that perform Services pursuant to this Agreement.

All personnel employed or controlled by Clean Energy shall be appropriately trained and shall comply with all applicable safety processes and procedures standard for the maintenance of a CNG facility.
(e) Permits and Approvals. The City shall, at the City’s cost, be responsible for obtaining and maintaining any licenses, permits, or approvals required to operate and maintain the Property and the Facility, except for any such licenses, permits or approvals that Clean Energy is legally required to obtain in its name in connection with its provision of the Services. (f) Property Conditions. If, at any time during the Term, it is determined that underground hazards, soil contaminants and/or soil conditions exist (including, without limitation, migratory pollution or other migratory conditions) that were not brought to the Property by Clean Energy and that either (a) require removal, replacement, and disposal of soils or materials, (b) require remediation, or (c) require unanticipated soil or foundation preparation work, Clean Energy shall not be financially and/or legally responsible for such underground hazards, soil contaminants and/or soil conditions and any required remediation, removal, replacement preparation work, and/or disposal. If the City does not commence, within ten (10) days after discovery of any such underground hazard or soil contaminant or soil condition, and thereafter diligently prosecute to completion the correction of such condition, Clean Energy may, without further obligation or penalty, terminate this Agreement by written notice to the City, and the City shall pay Clean Energy all amounts which accrued up to the date of the termination and reimburse Clean Energy for any and all reasonable costs related to the repair and maintenance of the Facility, paid or irrevocably committed to by Clean Energy prior to the date of the termination. This Section shall survive the termination of this Agreement.

4. The City’s Obligations and Responsibilities.
(a) Facility Expansion. The City will be responsible for any expenses or costs that may be required to expand the capacity or functionality of the Facility and the City will be responsible for any expenses resulting from a Force Majeure event (as defined below), provided such repairs are not required as a result of Clean Energy’s negligence.
3 ID # 6736 (rev. 01.20.2024)
(b) Utilities and Fuel. The City will be responsible for the provision and payment of any and all utility service charges for utility service consumed at the Facility during the Term (including, without limitation, gas, electricity, water, waste disposal, refuse collection, phone, internet access and other utility-type services furnished to Clean Energy or the Facility). Notwithstanding anything to the contrary and for the avoidance of doubt, Clean Energy makes no representation or warranty regarding the quality, specification or content of natural gas dispensed from the Facility. (c) Maintenance of Property. The City shall be responsible for and shall at its own expense maintain the surrounding Property in the vicinity of the Facility. (d) Payment of Clean Energy Billings. The City shall pay each invoice submitted by Clean Energy within thirty (30) days following receipt of the invoice by the City. For purposes of this Section, receipt shall be defined as the day the invoice is transmitted by Clean Energy. Any payments not made when due shall accrue interest on the unpaid amount at a rate of 10% per annum, calculated from the date payment is due to and including the date payment is received by Clean Energy. IF PERMITTED BY LAW, CLEAN ENERGY SHALL PASS THROUGH TO THE

CITY ANY SURCHARGES INCURRED BY CLEAN ENERGY RELATED TO THE CITY’S PAYMENT OF ITS INVOICES THROUGH USE OF A CREDIT CARD.

In the event that the City fails to make payments in a timely manner or fails to meet Clean Energy’s continuing credit approval, Clean Energy may suspend any and all services provided under this Agreement, until such time as the City brings payments current and meets Clean Energy’s continuing credit approval.
(e) Taxes. The City shall be responsible for any taxes (including, without limitation, any real property taxes and assessments) relating to the Property and taxes that are determined by reference to the selling price of the services or parts provided under this Agreement unless the City has provided a valid exemption certificate prior to the rendering of such services or delivery of the parts.
(f) Compliance with Law. In performing its obligations under this Agreement, the City shall comply in all material respects with all Applicable Laws. (g) Materials. In the event that the City has required Clean Energy to store materials on the Property for the Facility, upon the expiration or termination of the Agreement, the City shall purchase all materials stored on the Property by Clean Energy at such time at a mutually agreeable price no less than documented Clean Energy purchase price.

5. Termination.
(a) For Convenience. The City may terminate this Agreement, in whole or in part, at any time for its convenience and without cause by providing Clean Energy with thirty (30) days’ written notice. In the event of such termination, the City shall be liable only for payment for services satisfactorily rendered and expenses incurred up to the effective date of termination. Clean Energy shall not be entitled to any other form of compensation, including for anticipated profits or unperformed services.
(b) For Default or Breach. Either Party may terminate this Agreement for default if the other Party: (a) becomes insolvent; (b) files any proceeding in bankruptcy, or acquires bankruptcy status; 4 ID # 6736 (rev. 01.20.2024)
(c) has a receiver or receiver manager appointed with respect to it or any of its assets; or (d) seeks the benefit of any statute providing protection from creditors. Either Party may also terminate this Agreement for breach if the other Party materially breaches any provision of this Agreement provided: (i) the non-breaching Party provides the breaching Party with written notice of breach and a thirty (30) day period within which to cure such breach ("Cure Period"); and (ii) the breaching Party fails to cure each such breach within the Cure Period provided, however, that where it is not commercially reasonable to fully effect a cure to the other Party within the thirty (30) day period set forth above, the Party in breach shall not be deemed to be in default of the Agreement and subject to termination for cause where it commences implementation of the cure within such thirty (30) day period and thereafter proceeds diligently to cure the breach to the reasonable satisfaction of the non-breaching Party. Any termination of this Agreement shall be without prejudice to each right and/or remedy which the non-breaching Party may possess against the breaching Party under this Agreement, at law, in equity, and/or otherwise. In the event of termination, the City shall pay Clean Energy all amounts which accrued up to the date of the termination and reimburse Clean Energy for any and all reasonable costs related to the repair and maintenance of the Facility, paid or irrevocably committed to by Clean Energy prior to the date of the termination. The preceding sentence shall survive termination of this Agreement.

6. Ownership of Facility and Improvements. As between Clean Energy and the City, all right, title, and interest in and to the Facility and any improvements made to the Facility shall at all relevant times remain with the City. The City retains all rights in and to the Facility and any improvements thereon.

7. Warranty.

With respect to services performed by Clean Energy pursuant to this Agreement, for a period of one (1) month from the date of performance of such services (the “Warranty Period”), Clean Energy warrants to the City that the services shall be free from defects in workmanship (the “Warranty”).

If the City gives Clean Energy prompt written notice of breach of this Warranty during the Warranty Period, Clean Energy shall, at its sole option and as the City’s sole remedy, either re-perform the service (the City to provide Clean Energy with unencumbered access to the Property and equipment) or refund the purchase price therefore. The CIty shall bear the costs of access for Clean Energy’s remedial Warranty efforts (including removal and replacement of systems, structures or other parts of the City’s facility), de-installation, re-installation and transportation of the parts to Clean Energy and back to the City. If Clean Energy determines that any claimed breach is not, in fact, covered by this Warranty, the City shall pay Clean Energy its then customary charges for any re-performance completed by Clean Energy, or, in the event Clean Energy refunded the City the purchase price, the City shall return the purchase price to Clean Energy. Clean Energy’s warranty is conditioned on the City’s (a) operating and maintaining the applicable work in accordance with Clean Energy’s instructions, (b) not making any unauthorized repairs or alterations, and (c) not being in default of any payment obligation to Clean Energy. Clean Energy’s warranty does not cover damage caused by chemical action or abrasive material, misuse or improper installation (unless installed by Clean Energy). Warranty repair or replacement shall not extend or renew the applicable Warranty Period.

With respect to equipment, part(s) or material(s) provided by Clean Energy to the City pursuant to this Agreement, Clean Energy hereby assigns to the City, to the extent assignable, any warranties made to Clean Energy by the applicable manufacturer or supplier, and Clean Energy shall have no 5 ID # 6736 (rev. 01.20.2024)
other liability to the City related to the supplied equipment, part or material under warranty, tort or any other legal theory.

THE WARRANTIES SET FORTH IN THIS SECTION ARE CLEAN ENERGY’S SOLE AND EXCLUSIVE WARRANTIES. CLEAN ENERGY MAKES NO OTHER WARRANTIES OF

ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

THIS SECTION SHALL SURVIVE TERMINATION OF THE AGREEMENT.

8. Indemnification.
(a) Clean Energy hereby agrees to indemnify, hold harmless and defend the City, and its officers, directors, employees and agents (collectively, the “City Indemnitees”), from and against any and all liabilities, penalties, fines, forfeitures, fees, demands, claims, causes of action, suits, judgments and costs and expenses incidental thereto, including attorneys’ fees (collectively, “Damages”), which any or all of the City Indemnitees may hereafter suffer, incur, be responsible for or pay out, including for personal injuries, property damage, or contamination of or adverse effects on the environment, to the extent caused by, or arising from or in connection with: (a) Clean Energy’s material breach of any representations, covenants or warranties of Clean Energy set forth in this Agreement; (b) any negligent actions or omissions or willful or reckless misconduct of Clean Energy, its employees, officers, owners, directors or agents in the performance of this Agreement; or (c) the material violation of any law, ordinance or regulation by Clean Energy. Such indemnity shall exclude Damages to the extent they arise as a result of any negligent actions or omissions or willful or reckless misconduct of the City Indemnitees. (b) The City hereby agrees to indemnify, hold harmless and defend Clean Energy, and its officers, directors, employees and agents (collectively, the “Clean Energy Indemnitees”), from and against any and all liabilities, penalties, fines, forfeitures, fees, demands, claims, causes of action, suits, judgments and costs and expenses incidental thereto, including attorneys’ fees (collectively, “Damages”), which any or all of the Clean Energy Indemnitees may hereafter suffer, incur, be responsible for or pay out, including for personal injuries, property damage, or contamination of or adverse effects on the environment, to the extent caused by, or arising from or in connection with:
(a) the City’s material breach of any representations, covenants or warranties of the City set forth in this Agreement; (b) any negligent actions or omissions or willful or reckless misconduct of the City, its employees, officers, owners, directors or agents in the performance of this Agreement; (c) the material violation of any law, ordinance or regulation by the City; or (d) any pre-existing or migratory environmental condition or hazard. Such indemnity shall exclude Damages to the extent they arise as a result of any negligent actions or omissions or willful or reckless misconduct of the Clean Energy Indemnitees.

9. Insurance Requirements.

The City and Clean Energy shall each procure at their respective expense, and maintain in full force and effect during the Term of this Agreement, including any renewals, with insurance carriers rated at least A- VII or Better in A.M. Best's Insurance Report and admitted to do business in the state where the Facility is located, the following primary insurance in at least the minimum amounts specified, with the other respective Party named in the commercial general liability policy (or excess liability or umbrella liability policy, if applicable) and the automotive liability policy as an additional insured and including a transfer of rights or waiver of subrogation endorsement. Such 6 ID # 6736 (rev. 01.20.2024)
insurance, excluding workers compensation, shall be endorsed to require at least thirty (30) days' written notice to the other respective Party of cancellation. (a) Commercial General Liability Insurance, including coverage at least as broad as the latest version of the Insurance Service Office Commercial General Liability coverage (occurrence form CG001) to a combined single limit of not less than $15,000,000. Excess liability or umbrella liability coverage may be used to evidence or provide limits in addition to primary limits of no less than $1,000,000 on the commercial general liability policy. (b) Commercial Automobile Liability Insurance, including owned, nonowned and hired automobiles covering bodily injury and property damage, to a combined single limit of $1,000,000.
(c) Workers Compensation and Employers Liability
(i) Workers compensation in compliance with applicable state and federal laws.
(ii) Employers liability with a limit of not less than $1,000,000.

The requirements for carrying the foregoing insurance shall not derogate from the provisions of indemnification as set forth in this Agreement. If a Party maintains higher limits than the minimums shown above, the other Party requires and shall be entitled to coverage for the higher limits maintained.

The City shall send certificates of insurance evidencing such coverage within thirty (30) days after the date of this Agreement to:

Clean Energy
4675 MacArthur Court, Suite 800
Newport Beach, CA 92660
Attn: Barbara Johnson
Fax: (949) 724-1568
Email: [email protected]
Clean Energy shall send certificates of insurance evidencing such coverage within thirty (30) days after the date of this Agreement to:

City of Porterville
555 N. Prospect St
Porterville, CA 93257
Attn: Richard Tree
Email: [email protected]

10. Assignment. Neither Party shall have the right to assign its rights or obligations hereunder, in whole or in part, without obtaining the prior written consent of the other Party and any attempted assignment without such prior written consent shall be void. Permitted assigns shall have the benefit of, and shall be bound by, all terms and conditions of this Agreement.
7 ID # 6736 (rev. 01.20.2024)

11. Liens. The City represents that it is the owner of the Property and has full authority to enter into this Agreement. So long as the City is not in breach of any term of this Agreement and has timely paid all of Clean Energy’s invoices, then Clean Energy shall make timely payment to all contractors performing work on behalf of Clean Energy and shall, at its expense, cause any lien filed by any contractor performing work on behalf of Clean Energy to be canceled or discharged of record by payment, deposit, bond, order of a court of competent jurisdiction, or otherwise within thirty (30) days after Clean Energy receives actual notice of the filing of such lien, charge, or order for the payment of money.

12. Relationship of Parties. Clean Energy and the agents and employees of Clean Energy in the performance of this Agreement shall act in an independent capacity as independent contractors and not as officers or partners or employees or agents of the City.

13. Governing Law. This Agreement shall be subject to and construed in accordance with the laws of the State of California.

14. Attorneys’ Fees. In the event of any litigation between the Parties concerning any provision of this Agreement or the rights and obligations of any party in relation thereto, the prevailing Party shall be entitled to an award for all costs incurred by reason of such litigation, including but not limited to reasonable attorneys’ fees and fees and expenses of witnesses. The trier of fact shall designate the prevailing Party.

15. Notices. Any notice, demand, offer, or other written instrument required or permitted to be given pursuant to this Agreement shall be in writing signed by the Party giving such notice and shall be hand delivered or sent by certified mail, return receipt requested, or overnight courier or facsimile to the other Party at such address as set forth below:

If delivered to City:

City of Porterville
Attn: Richard Tree
555 N. Prospect St
Porterville, CA 93257
Email: [email protected]
If delivered to Clean Energy:

Clean Energy
Attn: Chad Lindholm
4675 MacArthur Court, Suite 800
Newport Beach, CA 92660
Fax: (949) 724-1397
With a copy to:

Clean Energy
Attn: Deputy General Counsel
4675 MacArthur Court, Suite 800
Newport Beach, CA 92660
Fax: (949) 424-8285
8 ID # 6736 (rev. 01.20.2024)
Each Party shall have the right to change the place to which notice shall be sent or delivered by similar notice sent in like manner to the other Party. Without limiting any other means by which a Party may be able to prove that a notice has been received by the other Party, a notice shall be deemed to be duly received:
(a) if sent by hand, the date when left at the address of the recipient; (b) if sent by certified mail, the date of the return receipt; (c) if sent by overnight courier, the date when receipt is acknowledged at the address of the recipient; or
(d) if sent by facsimile, the date of the confirmation.

16. Force Majeure. If either Party is prevented from or delayed in performing its duties under this Agreement by circumstances beyond its control, whether or not foreseeable, including, without limitation, fires, typhoons, hurricanes, severe weather, floods, volcanic eruptions, pandemics, quarantines, war, civil disturbances, acts of terrorism, interruptions in utility services, the cessation of providing necessary products or services to Clean Energy by any supplier to Clean Energy, labor disputes, catastrophic equipment failures due to extraordinary events beyond the control of Clean Energy, acts of God, or threats of such circumstances, or any future laws, rules, regulations, orders, or acts of any local, state, federal, or provincial government (“Force Majeure”), then the affected Party shall be excused from performance hereunder during the period of such disability. The Party claiming Force Majeure shall promptly notify the other Party when it learns of the existence of a Force Majeure condition and when the Force Majeure condition has terminated. Notwithstanding anything in this Agreement to the contrary, the term “Force Majeure” does not include and a Party shall not be excused from any payment obligations hereunder.

17. Limitation of Liability. Neither Party shall have any liability to the other Party for special, consequential, or incidental damages, except however in connection with a claim made against either Party by a third party, provided that such claim arises out of or results from the negligence or willful misconduct or any other claim within the scope of the indemnity obligations of Clean Energy or the City, as applicable, under this Agreement.

18. No Third Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties, and is not intended to create any benefits to any third parties.

19. Headings. The headings in this Agreement are for convenience and reference only, and shall not affect the interpretation of this Agreement.

20. Waiver. No waiver by either Party of any one or more defaults by the other Party in the performance of any provisions of this Agreement shall operate or be construed as a waiver of any other default or defaults, whether of a like or different character. No waiver or modification of this Agreement shall occur as the result of any course of performance or usage of trade.

21. Severability. If any provision of this Agreement or the application thereof to any person or circumstances shall to any extent be held in any proceeding to be invalid or unenforceable, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law, but only if, and to the extent, such enforcement would not materially and adversely alter the Parties’ essential objectives as expressed herein.
9 ID # 6736 (rev. 01.20.2024)

22. Negotiated Transaction. The drafting and negotiation of this Agreement has been participated in by all of the Parties. For all purposes, this Agreement shall be deemed to have been drafted jointly by each of the Parties.

23. Representation regarding Authority to Sign Agreement. Each of the representatives of the Parties signing this Agreement warrants and represents to the other that he, she or it has the actual authority to sign this Agreement on behalf of the Party for whom he, she or it is purporting to represent.

24. Incorporation of FTA Terms. The preceding provisions, as described in Appendix 5, include in part certain Standard Terms and Conditions required by the U.S. Department of Transportation (DOT) Federal Transit Administration (FTA), whether or not expressly set forth in this Agreement. All contractual provisions required by FTA are hereby incorporated by reference, and any conflicts between FTA requirements and other contract provisions shall be resolved in favor of FTA requirements. Clean Energy shall not perform any act or fail to perform any act that would cause the City to be in violation of FTA requirements.

25. Order of Precedence. Conflicting provisions hereof, if any, shall prevail in the following descending order of precedence: (i) Appendix 5 (FTA Terms and Conditions); (ii) the body of this Agreement, Exhibit A (Maintenance Inspections), Exhibit B (Fees), and Appendix 1 (Equipment); (iii) Appendix 4 (Clean Energy’s Proposal); (iv) Appendix 3 (Q&A for the RFP); and (v) Appendix 2 (the RFP).

26. Miscellaneous. This Agreement, along with the exhibits and appendix attached hereto, constitutes the complete and exclusive agreement and understanding between the Parties and supersedes all prior communications and agreements, whether oral or written. The Parties expressly agree that there are no other agreements, understandings, restrictions, warranties, and/or representations by, between and among the Parties relating to the subject matter of this Agreement other than those expressly set forth herein or herein provided for. This Agreement may only be modified by an instrument that is executed by each Party’s duly authorized representative. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which collectively constitute one (1) and the same instrument. Signatures to this Agreement transmitted by facsimile, email, portable document format (or .pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of this Agreement shall have the same effect as the physical delivery of the paper document bearing original signature.
(Signature Page Follows)
10 ID # 6736 (rev. 01.20.2024)
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on their respective behalf, by their respective officers thereunto duly authorized, all as of the Effective Date.

CITY OF PORTERVILLE CLEAN ENERGY
By: ____________________________ By: ____________________________ Name: _________________________ Name: _________________________ Title: __________________________ Title: __________________________ 11 ID # 6736 (rev. 01.20.2024)

EXHIBIT A

MAINTENANCE INSPECTIONS

1. The following is a sample checklist that provides an example of what is used by Clean Energy service technicians to perform certain monthly inspections at the Facility (the “Maintenance Inspections”). Clean Energy shall be entitled to deviate from and modify such checklist as appropriate in Clean Energy’s reasonable judgement.

Routine Maintenance Inspection Checklist
Compressor Service Tasks:

Check packing vents for blowing gas.

Check low oil pressure shutdown 45psgi (3.1 bar) minimum.

Inspect compressor hoses, tubing, piping, and valves for leaks.

Check control gas regulator.

Inspect pressure gauges for leaking glycerin.

Check frame oil pressure.

Check bolts, clamps, and nuts for tightness.

Check intake/outlet air louver operation.

Wipe down/clean compressor
Check paint and/ or apply touch up as needed.

Check and record frame oil level.

Drain inter-stage scrubbers and record weight.

Drain suction filter and record weight.

Drain discharge filter and record weight.

Drain recovery tank and record weight.

Drain vent stack and record weight.

If oil added record weight.

Priority Panel Service Tasks:

Check for leaks in valves, gauges and transmitters.

Check for corrosion.

Gas Dryer/Storage Service Tasks:

Check dew point, Typical operation range between -70 to -110. Run micro-climate tests.

Record fluid level from vessels.

Inspect vessels for fluid and drain if needed.

Record amount drained from vessels.

Dispenser/Fill Post:
12 ID # 6736 (rev. 01.20.2024)
Check hoses and breakaways for leakage, soft spots, or bulges, excessive abrasions, cuts, or cracks that exposes or damages reinforcement, kinked or twisted hose, 3-way valve leaks, nozzle or valve damage, Clean and inspect fueling nozzles.

Check dispenser filter for oil.

Note any issues not described above.

For the avoidance of any doubt, the following are not included in the Maintenance Inspections or the Maintenance Inspections Fee and will be billed separately by Clean Energy, as identified in Exhibit B:
• Call Outs, as described in Exhibit B;
• All replacement wear and tear parts and consumables (i.e. oil, filters, etc.); and • Any required certifications and/or calibrations.

2. In the performance of all Services, Clean Energy will:
• Follow the maintenance schedules as identified in Exhibit A, as may be amended from time to time. • Utilize only fully qualified and trained technicians. Tech will wear all required personal protective equipment and check-in and check-out with the shop superintendent. • Provide all required standard and specialty tools.
• Utilize only original OEM parts.
• Inspect, record and provide to the City a report of the overall condition of the equipment and operations as well as record all maintenance, service and repair work. • Pass through to the City all manufacturers’ warranties related to third party equipment. • Maintain records confirming that Clean Energy has completed all of the required tasks specified in the table above (as may be amended from time to time), and such records shall be provided upon request by the City.

As part of the Services, Clean Energy will test the garage methane sensors, which assumes no lift is required to access the methane system controls. Any repair work to the garage equipment will be the responsibility of the City or another contractor hired directly by the City.

At a reasonable frequency determined by Clean Energy, Clean Energy will inspect any fire extinguishers at the Facility and will notify the City if Clean Energy notices any have expired, but Clean Energy will not be responsible for re-certifying the fire extinguishers, as that will be City’s responsibility. 13 ID # 6736 (rev. 01.20.2024)

EXHIBIT B
FEES
Maintenance Inspections Fee
On a monthly basis, during the Term, the City shall pay Clean Energy the following amount for its performance of the Maintenance Inspections:

Description Rate (per month)
The “Maintenance Inspections
Fee”
$1,520.00 + applicable fees, assessments and taxes (including, without limitation, taxes which are measured based on the selling price) per month*
24/7 Remote Monitoring
$725.00 + applicable fees, assessments and taxes (including, without limitation, taxes which are measured based on the selling price) per month*
One Time Proficy Set Up Fee:

To provide the remote monitoring services described below, Clean Energy shall install, at the Facility, its proficy remote monitor software and/or equipment (“Proficy”) and the City shall pay Clean Energy the following amount for such installation:

Description Rate Frequency
Proficy Installation $10,370.00 One time
The Parties agree, notwithstanding anything to the contrary in this Agreement, that all remote monitoring software and/or equipment installed by Clean Energy at the Facility is owned by Clean Energy and title to such installed software and equipment shall remain with Clean Energy during the Term. Further, the Parties agree, notwithstanding anything to the contrary in this Agreement, that upon the expiration or termination of this Agreement, Clean Energy shall remove and/or delete all installed remote monitoring software and equipment (as applicable).

Call Out Rates
In the event the City desires to have Clean Energy go to the Facility to perform services other than the Maintenance Inspections, the City may call Clean Energy’s Operations Center to schedule a “Call Out”.

For each Call Out, the City shall be billed for such service at the applicable hourly rate described below multiplied by the number of hours the Clean Energy technician(s) expended traveling to and from the Facility and at the Facility; however, in the event Clean Energy’s cumulative time traveling to, and from, the Facility and onsite at the Facility is less than 3 hours, the City will be billed as if Clean Energy had been at the Facility for 3 hours. The City will be billed for any equipment, parts and/or materials that Clean Energy supplies for the performance of the Call Out services at the rate described below. 14 ID # 6736 (rev. 01.20.2024)
Description Rate
Labor Rates
Monday – Friday 8:00 a.m. to 5:00
p.m.
$160.00 per hour, plus all taxes which are measured or determined based on the selling price*
Labor Rates
Monday – Friday 5:01 p.m. to 7:59
a.m. and all weekends & holidays
$240.00 per hour, plus all taxes which are measured or determined based on the selling price*
Equipment & Parts & Materials Clean Energy list price minus 10%, plus all taxes which are measured or determined based on the selling price
*Beginning January 1, 2026, and on each January 1 thereafter during the Term of this Agreement, including any renewals, the Maintenance Inspections Fee and Labor Rates shall be adjusted by the increase in the United States Bureau of Labor Statistics Consumer Price Index, All Items in the U.S. City Average, All Urban Consumers, Seasonally Adjusted, from the Effective date of this Agreement for the first such adjustment, or the date of the last adjustment for each subsequent adjustment, through the date of the current adjustment.
15 ID # 6736 (rev. 01.20.2024)
APPENDIX 1

EQUIPMENT

STATION EQUIPMENT
Equipment Description QTY
ANGI Compressor 2
Gas Dryer 1
Storage Vessels 3
Fast Fill Dispenser 2
Time Fill Hoses 52
Priority/Buffer Control Valve
Panel
1 CNG Station Control System 1
Switchgear Compressor Motor
Starters
2 Master Control Panel 2

GARAGE EQUIPMENT
Equipment Description QTY
Methane Detection Control
Panel
1 Exhaust Fans 4
Intake Louvers 4
Methane Sensors 4
16 ID # 6736 (rev. 01.20.2024)
APPENDIX 2
RFP
17 ID # 6736 (rev. 01.20.2024)
APPENDIX 3

Q&A FOR THE RFP
18 ID # 6736 (rev. 01.20.2024)
APPENDIX 4
CLEAN ENERGY’S PROPOSAL
19 ID # 6736 (rev. 01.20.2024)
APPENDIX 5

FTA TERMS AND CONDITIONS

CITY OF PORTERVILLE
REQUEST FOR PROPOSAL RFP No. 24/25-SR1982

COMPRESSED NATURAL GAS (CNG)

FUELING STATION MAINTENANCE SERVICES
August 20, 2024
The City of Porterville does not discriminate on the basis of race, gender, ethnicity, age, national origin, religion or disability in its employment opportunities, programs, services, contracting opportunities or activities. It is the City’s policy to ensure compliance with the Title VI of the Civil Rights Act of 1964 in its contracting opportunities.

The project is funded in part by the Federal Transit Administration Catalog of Federal Domestic Assistance (CFDA) 20.500 and 20.507. The City of Porterville reserves the right to reject any or all proposals.

City of Porterville
CNG Maintenance Services

CITY OF PORTERVILLE, CALIFORNIA
REQUEST FOR PROPOSALS (RFP) NO. 24/25-SR1982

COMPRESSED NATURAL GAS (CNG) FUELING STATION MAINTENANCE SERVICES SEALED PROPOSALS will be received by the Transportation Department located at 291 N. Main Street, Porterville, CA 93257, until 2:00 P.M. on Tuesday, September 24, 2024, for the Contract to provide Compressed Natural Gas (CNG) Fueling Station Maintenance Services.

A mandatory site visit is REQUIRED in order to be familiar with the site and the work to be performed. To examine the site, please contact the Director of Transportation, Richard Tree at (559) 782-7514 or [email protected]. The site visit will be concluded on September 21, 2024, at 10:00 am.

This contract is federally funded and as such, the Federal Requirements associated with the performance of services under this contract have been included with this RFP. The awarded Proposer will be responsible for adherence to all local, state, and federal requirements listed herein. These requirements are hereby incorporated into the subsequent contract arising from this RFP.

Proposal forms and documents may be inspected and electronically downloaded at no cost, at the Public Purchase website, www.publicpurchase.com. No copies of said documents will be provided by the City.

All addenda and correspondence during the process will be handled electronically through the Public Purchase website.

The City has not established a DBE goal for this Contract. However, proposers are encouraged to obtain DBE participation for this contract. The City of Porterville overall DBE goal is 1% of total contracts (including subcontracts) awarded.

The City hereby affirmatively ensures that Minority Business Enterprises and Disadvantaged Business Enterprises (DBE) will be afforded the full opportunity to submit proposals in response to this notice.

Individuals and/or entities submitting bids/proposals to the City of Porterville will not be discriminated against on the basis of race, religious creed, color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, gender, gender identity or expression, age, sexual orientation, or military or veteran status in any consideration leading to the award of contract.

The right is reserved by the City of Porterville to reject any or all proposals, to waive any irregularities or informalities not affected by law, to evaluate the proposals submitted and to award the contract according to the proposal which best serves the interests of said City.

Publication Dates:

August 20, 2024

City of Porterville
CNG Maintenance Services
Table of Contents
Section I - Instructions................................................................................................................................4 Section II – Standard Terms and Conditions.........................................................................................14 Section III – Special Terms and Conditions...........................................................................................25 Section IV – Insurance and Indemnification..........................................................................................34 Section V - SCOPE OF WORK...............................................................................................................38 Section VI – Federal Transit Administration (FTA) Terms and Conditions......................................43 Exhibit A – Required Forms....................................................................................................................68 Exhibit B – Sample General Services Agreement..................................................................................75

City of Porterville
CNG Maintenance Services
Section I - Instructions
RFP/Agreement Schedule
Event Date of Event
RFP Available to the public August 20, 2024
Required Site Tour Pre-Scheduled
Deadline to submit questions September 10, 2024
Proposal submittal deadline @ 2:00 pm PST September 24, 2024 Short list established and vendors notified October 3, 2024 Interviews/Presentation with short-listed vendors (if required) October 9, 2024 Award of Contract @ City Council Meeting October 15, 2024 Contract Begins November 1, 2024
City’s Vendor Self-Registration and Notification
Proposal forms and documents may be inspected and electronically downloaded at no cost, at the Public Purchase website, www.publicpurchase.com. No copies of said documents will be provided by the City. No proposal shall be received from an individual or firm that has not accessed the proposal documents from the Public Purchase website. All addenda and correspondence during the process will be handled electronically through the Public Purchase website. Questions regarding this request for proposals must be submitted through the Public Purchase website.

Background
The City of Porterville (“CITY”) is located in Tulare County, which is part of the Central San Joaquin Valley of California. The San Joaquin Valley is a rich agricultural area and Tulare County is recognized as the largest agricultural-producing county in the world.

Porterville has a land area of approximately 14.3 square miles (9,161 acres), situated at the base of the foothills of the Sierra Nevada Mountain Range. It is approximately 30 miles southeast of Visalia (the County seat); 60 miles northeast of Bakersfield, 165 miles northeast of Los Angeles, and 254 miles southeast of San Francisco. State Routes 65 and 190 bisect the community.

The Porterville City Council is the policy-making body for the City of Porterville’s Transportation Department. It adopts the Short-Range Transit Plan, and through the annual budgetary process, establishes operational and funding levels for the system. The City Council also sets operational policies and parameters.

Management of the City’s public transportation system, referred to as Porterville Transit, is an integrated function of the City of Porterville. The Transportation department is responsible for the overall management of the service. The City is also responsible for the maintenance of the transit fleet, through its Field Services Division.

The City outsources, to a private contractor, to perform daily operations of Porterville Transit. The Director of Transportation is responsible for the overall administration, planning, monitoring, and

City of Porterville
CNG Maintenance Services
marketing of the system. The Director of Transportation also acts as a liaison to the Tulare County Association of Governments (TCAG), the California Department of Transportation (Caltrans) and the Federal Transit Administration (FTA). The contracted local General Manager is responsible for the day-to-day operations management; the hiring, testing, training and supervision of all drivers and dispatch staff; fare collection; reporting; ridership data collection; and the operation of Porterville Transit vehicles in accordance with City policy and all State and Federal regulations.

The County of Tulare contracts with the City of Porterville to provide transit service to unincorporated areas surrounding Porterville. The County reimburses the City for service provided to County residents using Local Transportation Funds (LTF).

Porterville Transit provides an array of transportation services in the form of fixed route bus services, ADA complementary paratransit, and innovative On-Demand services.

Preparation of Offer

1. Any person (“Proposer”) submitting a Proposal (“Proposal”) in response to this Request for Proposals (“RFP”) shall examine the Scope of Work carefully and be informed thoroughly regarding any and all conditions and requirements that may in any manner affect the work to be performed under the contract to the awarded under this RFP (the “Contract”). No allowances shall be made because of lack of knowledge of any specifications, conditions, or requirements of this RFP.

2. All forms provided must be completed and submitted with your Proposal.

3. It is permissible to copy submittal forms if necessary. Erasures, interlineations, or other modifications of the Proposal must be initialed in original ink by the authorized person signing the offer. No Proposal will be altered, amended, or withdrawn after the specified offer due date and time. The City is not responsible for Proposer’s errors or omissions.

4. All time periods stated as a number of days will be calendar days.

5. It is the responsibility of all Proposers to examine the entire solicitation and seek clarification of any requirement that may not be clear and to check all responses for accuracy before submitting a Proposal. Negligence in preparing a Proposal confers no right of withdrawal after due date and time. Proposers are strongly encouraged to:
1) Consider applicable laws and/or economic conditions that may affect cost, progress, performance, or furnishing of the products or services. 2) Study and carefully correlate Proposer’s knowledge and observations with the RFP document and other related data.

City of Porterville
CNG Maintenance Services
3) Promptly notify the City of all conflicts, errors, ambiguities, or discrepancies which a proposer has discovered in or between the RFP document and such other related documents.
4) The City does not reimburse the cost of developing, presenting or providing any response to this solicitation. Proposals submitted for consideration should be prepared simply and economically, providing adequate information in a straightforward and concise manner. The Proposer is responsible for all costs incurred in responding to this solicitation. All materials and documents submitted in response to this solicitation become the property of the City and will not be returned.
5) Proposers are reminded that the specifications stated in the solicitation are the minimum level required and that offers submitted must be for products or services that meet or exceed the minimum level of all features specifically listed in this solicitation. Proposals offering less than any minimum specifications or criteria specified are not responsive and should not be submitted. 6) Proposers’ responses submitted for products considered by the seller to be acceptable alternates to the brand names or manufacturer’s catalog references specified herein must be submitted with technical literature and/or detailed product brochures for the City’s use to evaluate the products proposed. Proposals submitted without this product information may be considered as non-responsive and rejected.

The City will be the sole judge as to the acceptability of alternate products offered. 7) Prices shall be submitted on a per unit basis by line item, when applicable. Failure to submit any unit pricing will be sufficient grounds for the City to consider the proposal to be non-responsive. In the event of a disparity between the unit price and extended price, the unit price shall prevail unless obviously in error.

Exceptions
Proposer must not take any exceptions to any terms, conditions or material requirements of this solicitation. Proposals submitted with exceptions may be deemed non-responsive and disqualified from further consideration in the City’s sole discretion. Proposals must conform to all the requirements specified in the solicitation. The City encourages Proposers to send inquiries to the procurement officer rather than including exceptions in their Proposal.

Communications to City
All questions pertaining to this RFP, or any matters relating thereto the Scope of Work, or any questions pertaining to the RFP or RFP documents, shall be in writing and shall be submitted only through the Public Purchase website. Communications sent to any other person at the City or at any other address may, in the City’s sole discretion, be deemed to be "non-responsive" and the

City of Porterville
CNG Maintenance Services
City in its discretion may elect to disregard any such questions. The City shall not respond to oral inquiries, and oral statements of any nature by the City or any of its representatives may not be relied upon for any purpose whatsoever.

Addenda
The City of Porterville will not be responsible for any oral instructions made by any employees or officers of the City of Porterville regarding this solicitation. Any changes will be in the form of an addendum. The Offeror must acknowledge receipt of any/all addenda by signing and returning the document with the offer submittal.

Business in California
The City will not enter contracts with Proposers (or any company(ies)) not granted authority to transact business, or not in good standing, in the state of California, unless the proposer asserts a statutory exception prior to entering a contract with the City.

Licenses
If required by law for the operation of the business or work related to this Proposal, Proposer must possess all valid certifications and/or licenses as required by federal, state or local laws at the time of submittal.

Certification
By signing the Proposal, proposer certifies:
• The Proposer’s submission of the Proposal did not involve collusion or other anticompetitive practices • The Proposer shall not discriminate against any employee, or applicant for employment in violation of Federal or State Law.
• The Proposer has not given, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted proposal.

Minimum Qualifications
• Proposer must have been in operation a minimum of five years.

Certificates of Insurance
Upon notification of a recommended award, the Proposer will have 14 calendar days to submit a complete certificate of insurance in the minimum amounts and the coverages as required in the Insurance Requirements of this solicitation. Insurance requirements are non-negotiable.

City of Porterville
CNG Maintenance Services
Award of Contract
Unless otherwise indicated, award(s) will be made to the most responsive and responsible Proposer whose proposal, in the sole and absolute discretion of City, for providing the goods and/or services contained in this solicitation, who have demonstrated the ability to perform in an acceptable manner, and is most advantageous to the City.

Notwithstanding any other provision of this solicitation, the City reserves the right to: (1) waive any immaterial defect or informality; or (2) reject any or all offers or portions thereof; or (3) reissue a solicitation.

A response to a solicitation is a Proposal to contract with the City based upon the terms, conditions, and specifications contained in the City’s solicitation. Proposals do not become contracts until they are executed by the Mayor. A contract has its inception in the award, eliminating a formal signing of a separate contract. For that reason, all of the terms, conditions and specifications of the procurement contract are contained in the solicitation, and in any addendum or contract amendment.

Solicitation Transparency Policy
Commencing on the date and time a solicitation is published, potential or actual proposers or respondents (including their representatives) shall only discuss matters associated with the solicitation with the Mayor, any members of City Council, the City Manager, Deputy City Manager, or any department director directly associated with the solicitation (including in each case their assigned staff, except for the designated procurement officer) at a public meeting, posted under California Statutes, until the resulting contract(s) are awarded to all proposals or responses are rejected and the solicitation is cancelled without any announcement by the Procurement Officer of the City’s intent to reissue the same or similar solicitation.

As long as the solicitation is not discussed, Proposers may continue to conduct business with the City and discuss business that is unrelated to the solicitation with the City staff. Proposers may not discuss the solicitation with any City employees or evaluation panel members.

Proposers may discuss their proposal or the solicitation with the Mayor or one or more members of the Porterville City Council, provided such meetings are scheduled through the Procurement Officer, and are posted as open meetings with the City Clerk at least 24 hours prior to the scheduled meetings. The City Clerk will be responsible for posting the meetings. The posted notice shall identify the participants and the subject matter, as well as invite the public to participate.

With respect to the selection of the successful Proposals, the City Manager will continue the past practice of exerting no undue influence on the process. In all solicitations of bids and proposals, any direction on the selection from the City Manager and Department Head (or representative) to the proposal review panel or selecting authority must be provided in writing to all prospective Offerors.

This policy is intended to create a level playing field for all Proposers, assure that contracts are awarded in public, and protect the integrity of the selection process. PROPOSERS THAT

City of Porterville
CNG Maintenance Services
VIOLATE THIS POLICY SHALL BE DISQUALIFIED. After official Notice is received by the City for disqualification, the Proposer may follow the Protest process, unless the Solicitation is cancelled without notice of intent to re-issue.
“To discuss” means any contact by the Proposer, regardless of whether the City responds to the contact. Proposers that violate this policy will be disqualified until the resulting contract(s) are awarded, or all proposals or responses are rejected and the solicitation is cancelled without any announcement by the Procurement Officer of the City’s intent to reissue the same or a similar solicitation. The City interprets the policy as continuing through a cancellation of a solicitation until Council award of the contract, as long as the City cancels with a statement that the City will rebid the solicitation.

Protest Process
In the event any person wishes to file a Protest regarding this RFP, such Protest shall be made in accordance with City’s FTA Procurement and Contract Administration Manual (which is available at www.ci.porterville.ca.us), the terms of which are hereby included herein by this reference. The City reserves the right to modify the terms of the protest procedure if it determines that such modification is in its best interest. Should there be any dispute between the City’s FTA Procurement and Contract Administration Manual and the provisions of this Section, the City in its discretion shall determine which provision governs.

By way of background, all Proposers understand and agree that the procurement process undertaken by virtue of this RFP is solely for the benefit of the City, and it is for the City to determine in its discretion which Proposal the City desires to accept. The City has provided for a Protest procedure not to grant any rights to any particular Proposer but, rather, to provide the City the opportunity to review and examine any information regarding any Proposal which it may not have fully evaluated. Thus, no Proposer has any legal right in connection with any Protest Proceeding and the City may, in its discretion, determine whether or not to reject any Protest.

In the event a Protest is rejected, the Proposer may appeal the rejection as set forth in the City’s FTA Procurement and Administration Manual or herein but, again, said appeal shall be decided by the City based upon what it determines to be in its best interest. As such, legal concepts (such as the California or Federal Rules of Civil Procedure and the Judicial Rules of Evidence) and other matters which may be applicable to judicial or other proceedings are not applicable to a Protest in accordance with the City’s FTA Procurement and Contract Administration Manual. In addition, the appeal process set forth in the City’s FTA Procurement and Contract Administration Manual is exclusive and upon the exhaustion of the appeal, no further appeal may be taken, or separate suit filed against the City.

By virtue of submitting its Proposal, any Protesting Party expressly agrees that its remedies are exclusively limited to the City’s Protest procedure set forth in the City’s FTA Procurement and Contract Administration Manual (as the same may be modified hereby) and that there shall be no appeal or litigation resulting from the final award of any Contract by the City. The foregoing is a material consideration in the consideration by the City of any Proposal.

City of Porterville
CNG Maintenance Services
Public Record
All Proposals submitted in response to this solicitation will become the property of the City and become a matter of public record available for review pursuant to California State law. If a Proposer believes that a specific section of its Proposal response is confidential, the Proposer will isolate the pages marked confidential in a specific and clearly labeled section of its Proposal response. A Proposer may request specific information contained within its Proposal is treated by the Procurement Officer as confidential provided the Proposer clearly labels the information “confidential.” To the extent necessary for the evaluation process, information marked as “confidential” will not be treated as confidential. Once the procurement file becomes available for public inspection, the Procurement Officer will not make any information identified by the Proposers as “confidential” available to the public unless necessary to support the evaluation process or if specifically requested in accordance with applicable public records law. When a public records request for such information is received, the Procurement Officer will notify the Proposer in writing of any request to view any portion of its Proposal marked “confidential.” The Proposer will have the time set forth in the notice to obtain a court order enjoining such disclosure.

If the Proposer does not provide the Procurement Officer with a court order enjoining release of the information during the designated time, the Procurement Officer will make the information requested available for inspection.

Right to Disqualify
The City reserves the right to disqualify any Proposer who fails to provide information or data requested or who provides materially inaccurate or misleading information or data. The City further reserves the right to disqualify any Proposer on the basis of any real or apparent conflict of interest that is disclosed by the Proposer submitted or any other data or information available to the City. This disqualification is at the sole discretion of the City. By submission of a solicitation response, the Proposer waives any right to object now or at any future time, before any agency or body including, but not limited to, the City Council of the City of Porterville or any court as to the exercise by the City of such right to disqualify or as to any disqualification by reason of real or apparent conflict of interest determined by the City. The City reserves the right to replace the disqualified Proposer.

Late Proposals
Late Proposals must be rejected, except for good cause. If a late Proposal is submitted, the Department will document the date and time of the submittal of the late Proposal, keep the Proposal and notify the Proposer that its Proposal was disqualified for being late.

Pre-Bid Meeting
A mandatory site visit is REQUIRED in order to be familiar with the site and the work to be performed. To examine the site, please contact the Director of Transportation, Richard Tree at (559) 782-7514 or [email protected].

City of Porterville
CNG Maintenance Services
Contract Award
The City reserves the right to award a contract by individual line items, by group, all or none, or any other combination most advantageous to the City. The City reserves the right to multiple award contracts.

Determining Responsiveness and Responsibility
Proposals will be reviewed for documentation of any required minimum qualifications, completeness, and compliance with the Solicitation requirements. The City reserves sole discretion to determine responsiveness and responsibility.

Responsiveness: Nonresponsive Proposals will not be considered in the evaluation process. The solicitation states criteria that determine responsiveness, and the solicitation includes terms and conditions that if included or excluded from Proposals will render a Proposal nonresponsive.

Exceptions, conditions, reservations, or understandings are presumed to be unacceptable, and a Proposal that includes unacceptable exceptions, conditions, reservations, or understandings may be rejected as nonresponsive. Alternatively, the City in its sole discretion may instruct in writing that any Proposer remove the conditions, exceptions, reservations or understandings. If the Proposer fails to do so in writing, the City may determine the Proposal to be nonresponsive.

Responsibility: To obtain true economy, the City must conduct solicitations to minimize the possibility of a subsequent default by Contractor, late deliveries, or other unsatisfactory performance that may result in additional administrative costs. It is important that the Proposer be a responsible contractor. Responsibility includes the Proposer’s integrity, compliance with public policy, skill, capacity, experience, record of past performance, financial and technical resources, and facilities for conducting the work to be performed.

The Procurement Officer will review each Proposal to determine if the Proposer is responsible.

The City’s determination as to whether an Proposer is responsible will be based on all information furnished by the Proposer, interviews (if any), any information at the City’s request and information received from Proposer’s references, including information about Proposer’s history, terminations for convenience or cause, contract breach lawsuits or notices of claim and any other sources the City deems appropriate. Award of the Contract resulting from the solicitation will not be made until any necessary investigation, which each Proposer agrees to permit by submitting its Proposal, is made by the City as it deems necessary. A review of responsibility may occur up to contract award.

The Proposer’s unreasonable failure to promptly supply information about an inquiry with respect to responsibility may be grounds for a determination of non-responsibility with respect to such Proposal.

City of Porterville
CNG Maintenance Services
Clarifications
The City may request written clarifications for such purposes as information gathering or eliminating minor irregularities in offers. Clarifications shall not otherwise afford the Offerors the opportunity to alter or change their offers.

Detailed Evaluation of Proposals and Determination of Competitive Range During deliberations, the Evaluation Panel will reach a consensus score for each evaluation criterion except price. The Procurement Officer will score the price, which will be added to the overall consensus score. The overall consensus scores will determine the Proposer’s rankings and which Proposals are within the Competitive Range, when appropriate.

Proposals Not Within The Competitive Range
The City may notify Proposers of Proposals that the City determined are not in the Competitive Range.

Discussions With Proposers In The Competitive Range
The City will notify each Proposer whose Proposal is in the Competitive Range or made the ‘short list’ and provide in writing any questions or requests for clarification to the Proposer. Each Proposer so notified may be interviewed by the City and asked to discuss answers to written or oral questions or provide clarifications to any facet of its Proposal. The Proposers in the competitive range may be required to provide a demonstration of their product.

Demonstrations - Proposers in the competitive range may be invited to construct a hands-on sample or presentation of their solution at the City of Porterville. In addition, each finalist may prepare and deliver a presentation of their proposed solution based on the script developed by the evaluation panel. The City may also require a hands-on lab demonstration designed specifically for the evaluation panel. The results of the surveys will be tabulated and delivered to the evaluation team for the final review and solution selection session(s).

If a Proposal in the Competitive Range contains conditions, exceptions, reservations or understandings to or about any Contract or Solicitation Scope requirement, the City may discuss or negotiate the conditions, exceptions, reservations or understandings during these meetings. But the City in its sole discretion may reject any and all conditions, exceptions, reservations and understandings, and the City may instruct any Proposer to remove the conditions, exceptions, reservations or understandings. If the Proposer fails to do so, the City may determine the Proposal is nonresponsive, and the City may revoke its determination that the Proposer is in the Competitive Range.

To the fullest extent permitted by law, the City will not provide any information, financial or otherwise, to any Proposer about other Proposals received in response to this solicitation. During discussions with Proposers in the Competitive Range, the City will not give Proposers specific prices or specific financial requirements that Proposers must meet to qualify for further consideration. The City may state that proposed prices are too high with respect to the marketplace

City of Porterville
CNG Maintenance Services
or otherwise unacceptable. Proposers will not be told of their relative rankings before Contract award.

Best and Final Offers (BAFO)
A BAFO is an option available for negotiations. Each Proposer in the Competitive Range, which is determined in the City’s sole discretion, may be afforded the opportunity to amend its Proposal and make one BAFO.

If a Proposer’s BAFO modifies its initial offer, the BAFO should include a “Change Log” identifying all modifications made to the Proposal. The City will evaluate BAFOs based on the same requirements and criteria applicable to initial Proposals. The City will adjust appropriately, at its sole discretion, the initial scores for criteria that have been affected by Proposal modifications made by a BAFO. Based on the criteria defined in the solicitation as weighted, the City will then perform final scoring and prepare final rankings.

The Evaluation Panel will recommend the Proposal that is the most advantageous to the City based on the evaluation criteria.

The City reserves the right to make an award to a Proposer whose Proposal is the highest rated and most advantageous to the City based on the evaluation criteria, without conducting written or oral discussions with any Offeror, without negotiations, and without soliciting BAFOs.

City of Porterville
CNG Maintenance Services
Section II – Standard Terms and Conditions
Contract Interpretation
Applicable Law
This Contract will be governed by the law of the State of California, and suits pertaining to this Contract will be brought only in Federal or State courts in Tulare County, State of California.

Contract Order Of Precedence
In the event of a conflict in the provisions of the Contract, as accepted by the City and as they may be amended, the following will prevail in the order set forth below:
• Federal Terms and Conditions
• Special Terms and Conditions
• Standard Terms and Conditions
• Amendments
• Scope of Work
• Specifications
• Attachments
• Exhibits
• Instructions to Contractors
• Other documents referenced or included in the RFP
Organization – Employment Disclaimer
The Agreement resulting hereunder is not intended to constitute, create, give rise to, or otherwise recognize a joint venture agreement or relationship, partnership or formal business organization of any kind, and the rights and obligations of the parties will be only those expressly set forth in the agreement. The parties agree that no persons supplied by the Contractor in the performance of Contractor’s obligations under the agreement are considered to be City’s employees and that no rights of City civil service, retirement or personnel rules accrue to such persons. The Contractor will have total responsibility for all salaries, wage bonuses, retirement, withholdings, workmen’s compensation, occupational disease compensation, unemployment compensation, other employee benefits and all taxes and premiums appurtenant thereto concerning such persons and will save and hold the City harmless with respect thereto.

Severability
The provisions of this Contract are severable to the extent that any provision or application held to be invalid will not affect any other provision or application of the contract which may remain in effect without the invalid provision or application.

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CNG Maintenance Services
Non-Waiver of Liability
The City of Porterville as a public entity supported by tax monies, in execution of its public trust, cannot agree to waive any lawful or legitimate right to recover monies lawfully due it. Therefore, any Contractor agrees that it will not insist upon or demand any statement whereby the City agrees to limit in advance or waive any right the City might have to recover actual lawful damages in any court of law under applicable California law.

Parol Evidence
This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of this agreement. No course of prior dealings between the parties and no usage in the trade will be relevant to supplement or explain any term used in this Contract. Acceptance or acquiescence in a course of performance rendered under this contract will not be relevant to determine the meaning of this Contract even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity to object.

Contract Administration and Operation
Records
All books, accounts, reports, files, and other records relating to the contract will be subject at all reasonable times to inspection and audit by the City for five years after completion of the contract.

Such records will be produced at a City of Porterville office as designated by the City.

Confidentiality will be maintained, and City will not violate any proprietary or other confidentiality agreements vendor has in place.

Discrimination Prohibited
Any Contractor, in performing under this contract, will not discriminate against any worker, employee or applicant, or any member of the public, because of race, color, religion, sex, national origin, age or disability nor otherwise commit an unfair employment practice. The Contractor will take action to ensure that applicants are employed, and employees are dealt with during employment without regard to their race, color, religion, sex, or national origin, age or disability and adhere to a policy to pay equal compensation to men and women who perform jobs that require substantially equal skill, effort, and responsibility, and that are performed within the same establishment under similar working conditions. Such action will include but not be limited to the following: Employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff, or termination; rates of pay or other forms of compensation; and selection for training; including apprenticeship. The Contractor further agrees that this clause will be incorporated in all subcontracts with all labor organizations furnishing skilled, unskilled, and union labor, or who may perform any such labor or services in connection with this contract. Contractor further agrees that this clause will be incorporated in all subcontracts.

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Equal Employment Opportunity and Pay
For a Contractor with 35 employees or fewer: Contractor in performing under this Agreement shall not discriminate against any worker, employee or applicant, or any member of the public, because of race, color, religion, sex, national origin, age, or disability, nor otherwise commit an unfair employment practice. The Contractor will ensure that applicants are employed, and employees are dealt with during employment without regard to their race, color, religion, sex, national origin, age, or disability. Such action shall include but not be limited to the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training; including apprenticeship.

The Contractor further agrees that this clause will be incorporated in all subcontracts related to this Agreement that involve furnishing skilled, unskilled and union labor, or who may perform any such labor or services in connection with this Agreement. Contractor further agrees that this clause will be incorporated in all subcontracts.

For a Contractor with more than 35 employees: Contractor in performing under this Agreement shall not discriminate against any worker, employee or applicant, or any member of the public, because of race, color, religion, sex, national origin, age, or disability, nor otherwise commit an unfair employment practice. The Contractor will ensure that applicants are employed, and employees are dealt with during employment without regard to their race, color, religion, sex, national origin, age, or disability, and shall adhere to a policy to pay equal compensation to men and women who perform jobs that require substantially equal skill, effort, and responsibility, and that are performed within the same establishment under similar working conditions. Such action shall include but not be limited to the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training; including apprenticeship. The Contractor further agrees that this clause will be incorporated in all subcontracts with all labor organizations furnishing skilled, unskilled and union labor, or who may perform any such labor or services in connection with this contract. Contractor further agrees that this clause will be incorporated in all subcontracts, job-Contractor agreements. The Contractor further agrees not to discriminate against any worker, employee or applicant, or any member of the public, because of sexual orientation or gender identity or expression and shall ensure that applicants are employed, and employees are dealt with during employment without regard to their sexual orientation or gender identity or expression.

Documentation: Contractors may be required to provide additional documentation to the Equal Opportunity Department affirming that a nondiscriminatory policy is being utilized.

Monitoring: The City shall monitor the employment policies and practices of Contractors subject to this article as deemed necessary. The City is authorized to conduct on-site compliance reviews of selected firms, which may include an audit of personnel and payroll records, if necessary.

Health, Environmental and Safety Requirements
The Contractor’s products, services and facilities will be in full compliance with all applicable Federal, State and local health, environmental and safety laws, regulations, standards, codes and ordinances, regardless of whether or not they are referred to by the City.

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At the request of City representatives, the Contractor will provide the City:
• Environmental, safety and health regulatory compliance documents (written safety programs, training records, permits, etc.) applicable to services provided by the Contractor in this contract.
• A list of all federal, state, or local (EPA, OSHA, Tulare County, etc.) citations or notice of violations issued against their firm or their subcontractors including dates, reasons, dispositions and resolutions.

The City will have the right, but not the obligation to inspect the facilities, transportation vehicles or vessels, containers and disposal facilities provided by the Contractor or subcontractor. The City will also have the right to inspect operations conducted by the Contractor or subcontractor in the performance of this Agreement. The City further reserves the right to make unannounced inspections of the Contractor’s facilities (during normal business hours).

Compliance With Laws
Contractor agrees to fully observe and comply with all applicable Federal, State and local laws, regulations, standards, codes and ordinances when performing under this Contract regardless of whether they are being referred to by the City. Contractor agrees to permit City inspection of Contractor’s business records, including personnel records to verify any such compliance.

Because the Contractor will be acting as an independent Contractor, the City assumes no responsibility for the Contractor’s acts.

Continuation During Disputes
Contractor agrees that notwithstanding the existence of any dispute between the parties, insofar as is possible, under the terms of the contract, the Contractor will continue to perform the obligations required of Contractor during the continuation of any such dispute unless enjoined or prohibited by a California Court of competent jurisdiction.

Emergency Purchases
The City reserves the right to purchase from other sources those items which are required on an emergency basis and cannot be supplied immediately from stock by the Contractor.

Costs and Payments
General
Any prompt payment terms offered must be clearly noted by the Contractor on all invoices submitted to the City for the payment of goods or services received. The City will make every effort to process payment for the purchase of material or services within thirty to forty-five calendar days after receipt of a correct invoice, unless a good faith dispute exists to any obligation to pay all or a portion of the account. Payment terms are specified in the Proposal.

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Payment Deduction Offset Provision
Contractor acknowledges that the City Charter requires that no payment be made to any Contractor as long as there is an outstanding obligation due to the City. Contractor agrees that any obligation it owes to the City will be offset against any payment due to the Contractor from the City.

Late Submission of Claim By Contractor
The City will not honor any invoices or claims which are tendered one year after the last item of the account accrued.

Discounts
Payment discounts will be computed from the date of receiving acceptable products, materials and/or services or correct invoice, whichever is later to the date payment is mailed.

No Advance Payment
Advance payments are not authorized. Payment will be made only for actual services or commodities that have been received, unless addressed specifically in the Scope of work for subscription services.

Fund Appropriation Contingency
The Contractor recognizes that any agreement entered into will commence upon the day first provided and continue in full force and effect until termination in accordance with its provisions.

The Contractor and the City herein recognize that the continuation of any contract after the close of any given fiscal year of the City, which ends on June 30th of each year, will be subject to the approval of the budget of the City providing for or covering such contract item as an expenditure therein. The City does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget.

Maximum Prices
The City will not be invoiced at prices higher than those stated in any contract resulting from this Proposal. Contractor certifies, by signing this Proposal that the prices offered are no higher than the lowest price the Contractor charges other buyers for similar quantities under similar conditions, as applicable and shown by quotes for like services and goods. Contractor further agrees that any reductions in the price of the goods or services covered by this Proposal and occurring after award will apply to the undelivered balance. The Contractor will promptly notify the City of such price reductions.

F.O.B Point
All prices are to be quoted F.O.B. destination, unless specified elsewhere in this solicitation.

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CNG Maintenance Services
Contract Changes
Contract Amendments
Contracts will be modified only by a written contract amendment signed persons duly authorized to enter into contracts on behalf of the Contractor. No verbal agreement or conversation with any officer, agent, or employee of the City either before or after execution of the contract, will affect or modify any of the terms or obligations contained or to be contained in the contract. Any such verbal agreements or conversation shall be considered as unofficial information and in no way binding upon the City or the Contractor. All agreements shall be in writing and contract changes shall be by written amendment signed by both parties.

Assignment – Delegation
No right or interest in this contract nor monies due hereunder will be assigned in whole or in part without written permission of the City, and no delegation of any duty of Contractor will be made without prior written permission of the City, which may be withheld for good cause. Any assignment or delegation made in violation of this section will be void.

Non-Exclusive Contract
Any contract resulting from this solicitation will be awarded with the understanding and agreement that it is for the sole convenience of the City. The City reserves the right to obtain like goods or services from another source when necessary.

Risk of Loss and Liability
Title and Risk of Loss
The title and risk of loss of material or service will not pass to the City until the City actually receives the material or service at the point of delivery; and such loss, injury, or destruction will not release seller from any obligation hereunder.

Acceptance
All material or service is subject to final inspection and acceptance by the City. Material or service failing to conform to the specifications of this contract will be held at Contractor's risk and may be returned to the Contractor. If so returned, all costs are the responsibility of the Contractor.

Noncompliance will conform to the cancellation clause set forth in this document.

Force Majeure
Except for payment of sums due, neither party will be liable to the other nor deemed in default under this contract if and to the extent that such party's performance of this contract is prevented by reason of force majeure. The term "force majeure" means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Force majeure will not include late performance by a subcontractor unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition.

City of Porterville
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If either party is delayed at any time in the progress of the work by force majeure, the delayed party will notify the other party in writing of such delay, as soon as is practical, of the commencement thereof and will specify the causes of such delay in such notice. Such notice will be hand-delivered or mailed certified-return receipt and will make a specific reference to this provision, thereby invoking its provisions. The delayed party will cause such delay to cease as soon as practicable and will notify the other party in writing when it has done so. The time of completion will be extended by contract modification for a period of time equal to the time that results or effects of such delay prevent the delayed party from performing in accordance with this contract.

Loss of Materials
The City does not assume any responsibility, at any time, for the protection of or for loss of materials, from the time that the contract operations have commenced until the final acceptance of the work by the project manager.

Contract Performance
Contractor will furnish all necessary labor, tools, equipment, permitting, and supplies to perform the required services at the City facilities designated, unless otherwise specifically addressed in the scope, or elsewhere in this Agreement. The City's authorized representative will decide all questions which may arise as to the quality and acceptability of any work performed under the contract. If, in the opinion of the City's authorized representative, performance becomes unsatisfactory, the City will notify the Contractor.

The Contractor will have 30 days from that time to correct any specific instances of unsatisfactory performance, unless a different amount of time is specified in the agreement. In the event the unsatisfactory performance is not corrected within the time specified, the City will have the immediate right to complete the work to its satisfaction and will deduct the cost to cover from any balances due or to become due the Contractor. Repeated incidences of unsatisfactory performance may result in cancellation of the agreement for default.

Damage to City Property
Contractor will perform all work so that no damage to the building or grounds results. Contractor will repair any damage caused to the satisfaction of the City at no cost to the City.

Contractor will take care to avoid damage to adjacent finished materials that are to remain. If finished materials are damaged, Contractor will repair and finish to match existing material as approved by the City at Contractor's expense.

City’s Contractual Rights
Whenever one party to this contract in good faith has reason to question the other party's intent to perform, the former party may demand that the other party give a written assurance of this intent to perform. In the event that a demand is made, and no written assurance is given within five days, the demanding party may treat this failure as an anticipatory repudiation of this contract.

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CNG Maintenance Services
Non-Exclusive Remedies
The rights and remedies of the City under this Contract are non-exclusive.

Default In One Installment To Constitute Breach
Each installment or lot of the agreement is dependent on every other installment or lot and a delivery of non-conforming goods or a default of any nature under one installment or lot will impair the value of the whole agreement and constitutes a total breach of the agreement as a whole.

On Time Delivery
Because the City is providing services which involve health, safety and welfare of the general public, delivery time is of the essence. Delivery must be made in accordance with the delivery schedule promised by the Contractor.

Default
In case of default by the Contractor, the City may, by written notice, cancel this contract and repurchase from another source and may recover the excess costs by (1) deduction from an unpaid balance due; (2) collection against the bid and/or performance bond, or (3) a combination of the aforementioned remedies or other remedies as provided by law.

Covenant Against Contingent Fees
Contractor warrants that no person or selling agent has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employers or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City will have the right to annul the contract without liability or in its discretion to deduct from the contract price a consideration, or otherwise recover the full amount of such commission, brokerage or contingent fee.

Cost Justification
In the event only one response is received, the City may require that the Contractor submit a cost proposal in sufficient detail for the City to perform a cost/price analysis to determine if the Proposal price is fair and reasonable.

Work Product, Equipment and Materials
All work product, equipment, or materials created or purchased under this contract belongs to the City and must be delivered to the City at City’s request upon termination of this contract.

Contractor agrees to assign to City all rights and interests Contractor may have in materials prepared under this contract that are “works for hire” within the meaning of the copyright laws of the United States, including any right to derivative use of the material.

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Contract Termination
Gratuities
The City may, by written notice to the Contractor, cancel this contract if it is found that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor, to any officer or employee of the City making any determinations with respect to the performing of such contract. In the event this contract is canceled by the City pursuant to this provision, the City will be entitled, in addition to any other rights and remedies, to recover or withhold from the Contractor the amount of the gratuity.

Conditions and Causes for Termination
This contract may be terminated at any time by mutual written consent, or by the City, with or without cause, upon giving thirty-day written notice to Contractor. The City at its convenience, by written notice, may terminate this contract, in whole or in part. If this contract is terminated, the City will be liable only for payment under the payment provisions of this contract for services rendered and accepted material received by the City before the effective date of termination. Title to all materials, work-in-process and completed but undeliverable goods, will pass to the City after costs are claimed and allowed. The Contractor will submit detailed cost claims in an acceptable manner and will permit the City to examine such books and records as may be necessary in order to verify the reasonableness of any claims.

The City reserves the right to cancel the whole or any part of this contract due to failure of Contractor to carry out any term, promise, or condition of the contract. The City will issue a written notice of default to Contractor for acting or failing to act as in any of the following:
• In the opinion of the City, Contractor provides personnel who do not meet the requirements of the contract;
• In the opinion of the City, Contractor fails to perform adequately the stipulations, conditions or services/specifications required in this contract; • In the opinion of the City, Contractor attempts to impose on the City personnel or materials, products or workmanship, which is of an unacceptable quality. • Contractor fails to furnish the required service and/or product within the time stipulated in the contract;
• In the opinion of the City, Contractor fails to make progress in the performance of the requirements of the contract and/or give the City a positive indication that Contractor will not or cannot perform to the requirements of the contract.

State and Local Sales and Use Taxes
In accordance with applicable state and local law, sales and use taxes may be applicable to this transaction. The state and local sales and use tax burden and legal liability to remit taxes are on the vendor that is conducting business in California and the City of Porterville. It is the responsibility of the prospective bidder to determine any applicable taxes. The City will look at the price or offer submitted and will not deduct, add or alter pricing based on speculation or

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application of any taxes, nor will the City provide advice or guidance. If you have questions regarding your tax liability, please seek advice from a tax professional prior to submitting your offer. Once your proposal is submitted, the Proposal is valid for the time specified in this Solicitation, regardless of mistake or omission of tax liability. If the City finds over payment of a project due to tax consideration that was not due, the Contractor will be liable to the City for that amount, and by contracting with the City, the Contractor agrees to remit any overpayments back to the City for miscalculations on taxes included in an offer price.

Tax Indemnification
Contractor shall, and require the same of all subcontractors, pay all federal, state and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require the same of all subcontractors, hold the City harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under federal, and/or state and local laws and regulations and any other costs including sales and use taxes, unemployment compensation insurance, Social Security and Worker’s Compensation, and require the same of all subcontractors.

Tax Responsibility Qualifications
Contractor may be required to establish, to the satisfaction of City, that any and all fees and taxes due to the City or the State of California for any License or Sales taxes, Use Taxes or similar excise taxes, are currently paid (except for matters under legal protest). Contractor agrees to a waiver of the confidentiality provisions contained in the City Finance Code and any similar confidentiality provisions contained in California statutes relative to State Sales and Use Taxes. Contractor agrees to provide written authorization to the City Finance Department and to the California State Department of Revenue to release tax information relative to California Sales and Use Taxes in order to assist the Department in evaluating Contractor's qualifications for and compliance with contract for duration of the term of contract.

Russia Sanctions
Executive Order N-6-22 – Russia Sanctions. On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. By submitting a bid or proposal, Contractor represents that it is not a target of Economic Sanctions. Should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, which shall be grounds for rejection of the Contractor’s bid/proposal any time prior to contract execution, or, if determined after contract execution, shall be grounds for termination by the State.

Mitigation of Heat-Related Illnesses and Injuries in the Workplace Any contractor whose employees and contract workers perform work in an outdoor environment under this contract must keep on file a written heat safety plan. The City may request a copy of this plan and documentation of all heat safety and mitigation efforts currently implemented to

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CNG Maintenance Services
prevent heat-related illnesses and injuries in the workplace. The plan must also be posted where it is accessible to employees. At a minimum, the heat safety and mitigation plan and documentation required under this provision shall include each of the following as it relates to heat safety and mitigation:
• Availability of sanitized cool drinking water free of charge at locations that are accessible to all employees and contract workers.
• Ability to take regular and necessary breaks as needed and additional breaks for hydration. • Access to shaded areas and/or air conditioning.
• Access to air conditioning in vehicles with enclosed cabs. All such vehicles must contain functioning air conditioning by no later than May 1, 2025. • Effective acclimatization practices to promote the physiological adaptations of employees or contract workers newly assigned or reassigned to work in an outside environment. • Conduct training and make it available and understandable to all employees and contract workers on heat illness and injury that focuses on the environmental and personal risk factors, prevention, how to recognize and report signs and symptoms of heat illness and injury, how to administer appropriate first aid measures, and how to report heat illness and injury to emergency medical personnel.

The Contractor further agrees that this clause will be incorporated in all subcontracts with subcontractors, sublicensees or sublessees who may perform labor or services in connection with this contract. Additionally, the Contractor agrees to require all subcontractors, sublicensees or sublessees to include this clause in all contracts with any third party who is contracted to perform labor or services in connection with this contract. It is the obligation of the Contractor to ensure compliance by its subcontractors.

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Section III – Special Terms and Conditions
Term of Contract and Option To Extend
The Contract shall commence on the date both the City and Contractor execute the Agreement (“Contract’s start date”), and end when the City Council accepts the project as completed (“Contract’s end date”).

Post Award Conference
A post award conference may be held by the City prior to commencement of any work. Contractor will be required to attend. The purpose of this conference would be to discuss critical elements of the work schedule, operational problems, the transition plan and procedures.

Estimated Quantities
Quantities listed are the City’s best estimate and do not obligate the City to order or accept more than City’s actual requirements during the period of this Contract, as determined by actual needs.

It is expressly understood and agreed that the Contract is to supply the City with its complete actual requirement for the Contract period.

Authorized Changes
The City reserves the right at any time to make changes in any one or more of the following: (a) specifications; (b) methods of shipment or packing; (c) place of delivery; (d) time of delivery; and/or (e) quantities. If the change causes an increase or decrease in the cost of or the time required for performance, an equitable adjustment may be made in the price or delivery schedule, or both.

Any claim for adjustment will be deemed waived unless asserted in writing within sixty days from the receipt of the change. Price increases or extensions of delivery time will not be binding on the City unless evidenced in writing and approved by the City Council prior to the institution of the change
Alteration In Character Of Work
No changes in the scope, character, or complexity of work may be made by Contractor without first receiving approval by contract amendment properly defining and limiting the change. The City will not pay any claim for extra work done or materials furnished by Contractor except as provided in this Contract, and Contractor may not do any work or furnish any materials not covered by this Contract unless first approved by the City through contract amendment. Any such work or materials furnished by Contractor without prior contract amendment is Contractor’s sole risk, cost, and expense, and Contractor may not make any claim for compensation for any such work or materials.

Method Of Invoicing And Payment
The CITY will compensate Contractor for satisfactory and complete performance of work under the Contract at the prices set forth in the Contract, with no additional charges for equipment, supplies, overhead, travel or administrative support.

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Contractor shall be paid monthly in arrears. On or before the 10th day of each calendar month, Contractor shall submit one (1) invoice to the City for services provided during the previous month and each invoice shall contain the date, contract number, supporting documentation, and invoice amount. Advance payments are not authorized. Payment may only be made for actual goods and/or services that have been received, less liquidated damages.

The invoice must contain the associated purchase order number on the invoice itself and must be free of mathematical errors and/or missing supporting documentation. Upon finding an error and/or missing documentation, the City will return the invoice to Contractor. Contractor shall promptly resubmit the revised invoice to the City. Failure to identify an error does not waive any of the City’s rights. The City shall make every effort to process payment for the purchase of services within 45 calendar days after receipt and approval of a correct invoice.

Any prompt payment discounts offered must be clearly noted by Contractor on all invoices submitted to the City. Monthly invoice must be sent for review to the City’s Project Manager. The City shall notify the Contractor if the invoice has been approved or if it requires additional documentation and/or correction.

Following invoice approval, Contractor will email the invoice in PDF format to [email protected], copying the City’s Project Manager. Each PDF attachment will contain only one invoice, although multiple PDFs may accompany an email. The email will be in plain text format free of any signatures or images (jpeg, bmp, etc.).

A “remit to” address must also be on the invoice and must match the address on file with the City.

Any changes to the remit to address must be updated by the vendor.

Key Personnel
Contractor shall maintain the Key Personnel identified in its proposal for a minimum of 24 months from the “Effective Date” of contract award by City Council unless they are no longer employed by Contractor. Contractor shall notify the City in writing prior to removing, reassigning, or appointing an individual from or to any Key Personnel position whether in an acting or permanent capacity. For all Key Personnel, Contractor shall fill vacancies with City approval within 45 calendar days of the vacancy, unless otherwise approved by the City in writing. All of Contractor’s Key Personnel shall be assigned full-time (a minimum of 40 hours per week) to this project, unless otherwise approved in writing by the City. In the event one or more of Contractor’s Key Personnel is permanently replaced, Contractor shall notify the City in writing at least 72 hours prior to the replacement date and time. The replacement personnel shall be subject to the City’s prior approval in writing.

Strict Performance
Failure of either party to insist upon the strict performance of any item or condition of the contract or to exercise or delay the exercise of any right or remedy provided in the contract, or by law, or the acceptance of materials or services, obligations imposed by this contract, or by law, will not be deemed a waiver of any right of either party to insist upon the strict performance of the contract.

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Performance Interference
Contractor shall notify the City’s Project Manager immediately of any occurrence and/or condition that threatens to interfere with the full performance of the contract and confirm it in writing within 24 hours.

Unsatisfactory Performance
Contractor will furnish all necessary labor, tools, equipment, permitting, and supplies to perform the required services at the City facilities designated, unless otherwise specifically addressed in the Scope of Work, or elsewhere in this Contract. The City shall decide all questions as to the quality and acceptability of any work performed under the Contract as monitored and documented by the City. If, in the opinion of the City, performance becomes unsatisfactory, the City shall notify Contractor. Contractor shall have a reasonable time to cure the unsatisfactory performance.

If the unsatisfactory performance is not cured within the time specified, the City may immediately correct or complete the work to its satisfaction and deduct the associated costs from any balances due or to become due to Contractor. Contractor will be liable for difference between cost to the City to complete the Work with other forces and the cost to the City for completion of the Work by Contractor per the contract. Repeated incidences of unsatisfactory performance may result in cancellation of the Contract for default.

Employee Identification and Facility Access
Only authorized Contractor employees are allowed on the premises of City facilities. Contractor employees are not to be accompanied in the work area by acquaintances, family members, assistants or any other person unless said person is an authorized Contractor or subcontractor employee.

Confidentiality
“Confidential Information” means all non-public, confidential, sensitive, or proprietary information disclosed or made available by City to Contractor or its affiliates, employees, contractors, partners, or agents (collectively “Recipient”), whether disclosed before or after the “Effective Date” of contract award by City Council, whether disclosed orally, in writing, or via permitted electronic access, and whether or not marked, designated, or otherwise identified as confidential. Confidential Information includes, but is not limited to: user contents, electronic data, meta data, employment data, network configurations, information security practices, business operations, strategic plans, financial accounts, personally identifiable information, protected health information, protected criminal justice information, and any other information that by the nature and circumstance of the disclosure should be deemed confidential. Confidential Information does not include this document or information that: (a) is now or subsequently becomes generally available to the public through no wrongful act or omission of Recipient; (b) Recipient can demonstrate by its written records to lawfully have had in its possession prior to receiving such information from the City; (c) Recipient can demonstrate by its written records to have been independently developed by Recipient without direct or indirect use of any Confidential

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Information; (d) Recipient lawfully obtains from a third party who has the right to transfer or disclose it; or (e) the City has approved in writing for disclosure.

Recipient shall: (a) protect and safeguard Confidential Information with at least the same degree of care as Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care, such as ensuring data is encrypted in transit and at rest and maintaining appropriate technical and organizational measures in performing the Services under the Contract; (b) not use Confidential Information, or permit it to be accessed or used, for any purpose other than in accordance with the Contract; (c) not use Confidential Information, or permit it to be accessed or used, in any manner that would constitute a violation of law, including without limitation export control and data privacy laws; and (d) not disclose Confidential Information except to the minimum number of recipients who have a need to know and who have been informed of and agree to abide by confidentiality obligations that are no less restrictive than the terms of this Contract. If Recipient is required by law or court order to disclose any Confidential Information, Recipient will first give written notice to the City and provide the City with a meaningful opportunity to seek a protective order or limit disclosure.

Upon the City’s written request or expiration of this Contract, whichever is earlier, Recipient shall, at no additional costs to the City, promptly return or destroy all Confidential Information belonging to the City that Recipient has in its possession or control. After return or destruction of the Confidential Information, Recipient shall certify in writing as to its compliance with this paragraph.

If applicable, Contractor agrees to comply with all City information technology policies and security standards, as may be updated from time to time, when accessing City networks and computerized systems whether onsite or remotely.

In addition to, and not in lieu of, all other rights and remedies available to the City, Contractor will defend, indemnify, and hold the City harmless against all losses, claims, costs, attorneys’ fees, damages or proceedings arising out of Contractor’s breach of this Section. Contractor’s obligations pursuant to this Section shall not be subject to any limits of liability or exclusions as may be stated elsewhere in the Contract.

A violation of this Section shall be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this Section may at the City’s discretion result in immediate termination of this Contract without notice. The obligations of Contractor under this Section shall survive the termination of this Contract.

Data Protection
The parties agree this Section shall apply to the City’s Confidential Information and all categories of legally protected personally identifiable information (collectively “PII”) that Contractor processes pursuant to the Contract. “Personally identifiable information” is defined as in the Federal Privacy Council’s Glossary available at: fpc.gov/resources/glossary.

City of Porterville
CNG Maintenance Services
As between the parties, the City is the data controller and owner of PII and Contractor is a data processor. In this Section, the term “process,” “processing,” or its other variants shall mean: an operation or set of operations which is performed on PII, whether or not by automated means, including without limitation: collection, recording, copying, analyzing, caching, organizing, structuring, storage, adaptation, alteration, retrieval, transmission, dissemination, alignment, combination, restriction, erasure, or destruction.

When Contractor processes PII pursuant to the Contract, Contractor shall, at no additional cost to the City:
(1) process PII only within the United States and only in accordance with the Contract and not for Contractor’s own purposes, including product research, product development, marketing, or commercial data mining, even if the City’s data has been aggregated, anonymized, or pseudonymized;
(2) implement and maintain appropriate technical and organizational measures to protect PII against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure, including at a minimum, and as applicable, those measures specified by the National Institute of Standards and Technology (NIST) SP800-53; Health Information Technology for Economic and Clinical Health (HITECH) Act; Payment Card Industry Data Security Standards; and good industry practice. (When considering what measures are appropriate and in line with good industry practice, Contractor shall keep abreast of current regulatory trends in data security and the state of technological development to ensure a level of security appropriate to the nature of the data to be protected and the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction, damage, theft, alteration or disclosure. At minimum, Contractor will timely remediate any vulnerabilities found within its network that are rated medium or more critical by the Common Vulnerability Scoring System (CVSS); however, Contractor must remediate vulnerabilities that are rated critical within 14 days and vulnerabilities that are rated high within 30 days. If requested by the City, Contractor shall promptly provide a written description of the technical and organizational methods it employs for processing PII.) (3) not subcontract any processing of PII to any third party (including affiliates, group companies or sub-contractors) without the prior written consent of the City; and Contractor shall remain fully liable to the City for any processing of PII conducted by a sub-processor appointed by Contractor; (4) as applicable, implement and maintain appropriate policies and procedures to manage payment card service providers with whom Contractor shares sensitive financial information or cardholder data; and provide the City with a Qualified Security Assessor Attestation of Compliance for Payment Card Industry Data Security Standards on an annual basis, but no later than within 30 days of attestation report completion;
(5) take reasonable steps to ensure the competence and reliability of Contractor’s personnel or subprocessor who have access to the PII, including verifications and background checks appropriate to the security level required for such data access;

City of Porterville
CNG Maintenance Services
(6) maintain written records of all information reasonably necessary to demonstrate Contractor’s compliance with this Contract and applicable laws;
(7) allow the City or its authorized agents to conduct audit inspection during the term of the Contract, but no more than once per year, which may include providing access to the premises, documents, resources, personnel Contractor or Contractor’s sub-contractors use in connection with the Services; provided however, the City may at its sole discretion accept a qualified and industry recognized independent third-party assessment report or certification (such as SSAE 18 SOC 2 or ISO/IEC 27001) provided by Contractor at no cost to the City in lieu of the audit inspection rights of this Section.

If Contractor becomes aware of any actual or potential data breach (each an “Incident”) arising from Contractor’s processing obligations pursuant to the Contract, Contractor shall notify the City without undue delay within 48 hours; and:
(1) provide the City with a detailed description of the Incident, the type of data that was the subject of the Incident, and the identity of each affected person as soon as such information can be collected or otherwise becomes available;
(2) take action immediately, at Contractor’s own expense, to investigate the Incident and to identify, prevent, and mitigate the effects of the Incident and to carry out any recovery or other action necessary to remedy the Incident;
(3) cooperate with the City in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable laws or as otherwise required by the City; and
(4) not directly contact any individuals who may be impacted by the Incident or release or publish any filing, communication, notice, press release, or report concerning the Incident without the City’s prior written approval (except where required to do so by applicable laws).

In addition to, and not in lieu of, all other rights and remedies available to the City, Contractor will defend, indemnify, and hold the City harmless against all losses, claims, costs, attorneys’ fees, damages or proceedings arising out of Contractor’s breach of this Section. Contractor’s obligations pursuant to this Section shall not be subject to any limits of liability or exclusions as may be stated elsewhere in the Contract.

A violation of this Section shall be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this Section may at the City’s discretion result in immediate termination of this Contract without notice. The obligations of Contractor under this Section shall survive the termination of this Contract.

Security Inquiries
Contractor acknowledges that all of the employees that it provides pursuant to this Contract shall, at Contractor’s expense, be subject to background and security checks and screening at the request of the City. Contractor shall perform all such security inquiries and shall make the results available

City of Porterville
CNG Maintenance Services
to the City for all employees considered for performing work (including supervision and oversight) under this Contract. City may make further security inquiries. Whether or not further security inquiries are made by the City, City may, at its sole, absolute and unfettered discretion, accept or reject any or all of the employees proposed by the Contractor for performing work under this Contract. Employees rejected by the City for performing services under this Contract may still be engaged by Contractor for other work not involving the City. An employee rejected for work under this Contract shall not be proposed to perform work under other City contracts or engagements without the City’s prior approval.

The City, in its sole discretion, reserves the right, but not the obligation to:
(1) require an employee/prospective employee of the Contractor to provide fingerprints and execute such other documentation as may be necessary to obtain criminal justice information; (2) act on newly acquired information whether or not such information should have been previously discovered;
(3) unilaterally change its standards and criteria relative to the acceptability of Contractor’s employees and/or prospective employees; and
(4) object, at any time and for any reason, to an employee of Contractor performing work (including supervision and oversight) under this Contract. Contractor will bear the costs of all inquiries requested by the City.

Contacts With Third Parties
Contractor or its subcontractors shall not contact third parties to provide any information in connection with the deliverables provided under this Contract without the prior written consent of the City. Should Contractor or its subcontractors be contacted by any person requesting information or requiring testimony relative to the Services provided under this Contract or any other prior or existing contract with the City, Contractor or its subcontractors shall promptly inform the City, giving the particulars of the information sought, and shall not disclose such information or give such testimony without the written consent of the City or court order. The obligations of Contractor and its subcontractors under this Section shall survive the termination of this Contract.

Contractor agrees that the requirements of this Section shall be incorporated into all subcontractor agreements entered into by Contractor. It is further agreed that a violation of this Section shall be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this Section may result in immediate termination of this Contract without notice.

No Third Party Beneficiaries
The parties expressly agree that this Contract is not intended by any of its provisions to create any right of the public or any member thereof as a third-party beneficiary nor to authorize anyone not a party to this Contract to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Contract.

City of Porterville
CNG Maintenance Services
Non-Disclosure
Contractor shall not disclose, without the City’s prior written consent, any information in the performance of the Services under this Contract to any person, firm, corporation, association, or other entity other than persons in the City’s organization qualified to receive such information, for any reason or purpose whatsoever, nor shall Contractor make use of any such confidential or proprietary information for its own purposes or for the benefit of any person, firm, corporation, or other entity, except the City.

Contractor agrees to act as a trustee of the foregoing information and as trustee of any other confidential information learned in connection by Contractor’s relationship with the City.

Contractor further represents to the City that, as an inducement to enter this Contract, Contractor will hold this information in trust and confidence for the City’s sole benefit and use.

Further, there shall be no dissemination or publication of any information gathered, or documents prepared in the course of the performance of the Services without the prior written consent of the City.

Should the City, upon advice of counsel, deem it necessary, due to existing or anticipated litigation, to assert a legal privilege of protection and non-disclosure with regard to the subject matter of this Contract, then, and in that event, upon written demand, Contractor shall relinquish to the possession and control of the City its entire file related to this Contract and only those portions of said file deemed by the City to be not privileged shall be returned to Contractor pending the resolution of the existing or anticipated litigation.

Contractor agrees that the requirements of this Section shall be incorporated into any subcontractor agreements entered into by Contractor. It is further agreed that a violation of this Section shall be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this Section may result in immediate termination of this Contract without notice. The obligations of Contractor under this Section shall survive the termination of this Contract.

Advertising
Except as required by law, Contractor shall not publish, release, disclose or announce to any member of the public, press, official body, or any other third party any information or documents concerning this Contract or any part thereof without the prior written consent of the City. The name of any City site on which services are performed by the Contractor pursuant to this Contract shall not be used in any advertising or other promotional context by Contractor without the prior written consent of the City.

Accrued Liabilities
Contractor shall be responsible for the payment of all liabilities to its employees accrued during the contract term, including but not limited to accrued vacation, sick time, and any other benefits accrued under the terms of any collective bargaining agreement between Contractor and the union representing its employees or under the terms of any employment contract or agreement. All such payments shall be made by Contractor at the end of the contract term and no additional

City of Porterville
CNG Maintenance Services
compensation shall be provided by the City for such accrued liabilities. Contractor shall not have any obligation for the liabilities of the prior contractor to its employees.

Claims or Demands Against The City
Contractor acknowledges and accepts the provisions of the Charter of the City of Porterville pertaining to claims or demands against the City, including provisions therein for set-off of indebtedness to the City against demands on the City, and Contractor agrees to adhere to the prescribed procedure for presentation of claims and demands. Nothing in the Charter of the City of Porterville alters, amends or modifies the supplemental and complementary requirements of the State of California Notice of Claim statutes pertaining to claims or demands against the City. If for any reason it is determined that the City Charter and state law conflict, then state law will control.

Moreover, nothing in this Contract will constitute a dispute resolution process, an administrative claims process, or contractual term sufficient to affect the date on which the cause of action accrues.

Conflicts of Interest
Contractor acknowledges that, to the best of its knowledge, information and belief, no person has been employed or retained to solicit or secure this Contract upon a promise of a commission, percentage, brokerage, or contingent fee, and that no member of the Porterville City Council or any employee of the City has any financial interest in the consulting firm. For breach of violation of this warranty, the City will have the right to annul this Contract without liability, including any such commission, percentage, brokerage or contingent fee.

The City reserves the right to immediately terminate the contract in the event that the City determines that Contractor has an actual or apparent conflict of interest.

Upon a finding by the City that gratuities in the form of entertainment, gifts or inducements were offered or given by Contractor, or any agent or representative of Contractor, to any officer or employee of the City for the purpose of securing this Contract, or securing favorable treatment with respect to the awarding, amending, or making of any determination with respect to the performance of this Contract, the City may, by one calendar day written notice to Contractor, terminate the right of Contractor to proceed under this Contract, provided that the existence of the facts upon which the City made such finding will be an issue and may be litigated in a California court of competent jurisdiction. In the event of such termination, the City will be entitled to the same remedies against Contractor as could be pursued in the event of default by Contractor.

City of Porterville
CNG Maintenance Services
Section IV – Insurance and Indemnification
Standard General Defense and Indemnification
Contractor (“Indemnitor”) must defend, indemnify, and hold harmless the City of Porterville and its officers, officials (elected or appointed), agents, and employees (“Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses or expenses (including but not limited to court costs, attorney fees, expert fees, and costs of claim processing, investigation and litigation) of any nature or kind whatsoever (“Losses”) caused, or alleged to be caused, in whole or in part, by the wrongful, negligent or willful acts, or errors or omissions of Indemnitor or any of its owners, officers, directors, members, managers, agents, employees or subcontractors (“Indemnitor’s Agents”) arising out of or in connection with this Contract. This defense and indemnity obligation includes holding Indemnitee harmless for any Losses arising out of or recovered under any state’s Workers’ Compensation Law or arising out of the failure of Indemnitor or Indemnitor’s Agents to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. Indemnitor’s duty to defend Indemnitee accrues immediately at the time a claim is threatened or a claim is made against Indemnitee, whichever is first. Indemnitor’s duty to defend exists regardless of whether Indemnitor is ultimately found liable. Indemnitor must indemnify Indemnitee from and against any and all Losses, except where it is proven that those Losses are solely a result of Indemnitee’s own negligent or willful acts or omissions. Indemnitor will be responsible for primary loss investigation, defense and judgment costs where this indemnification applies. In consideration of the award of this Contract, Indemnitor waives all rights of subrogation against Indemnitee for losses arising from the work performed by Indemnitor or Indemnitor’s Agents for the City of Porterville. The obligations of Indemnitor under this provision survive the termination or expiration of this Contract.

Contractor’s Insurance
Contractor and subcontractors must procure insurance against claims that may arise from or relate to performance of the work hereunder by Contractor and its agents, representatives, employees and subcontractors. Contractor and subcontractors must maintain that insurance until all their obligations have been discharged, including any warranty periods under this Contract.

The City in no way warrants that the limits stated in this Section are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees, or subcontractors and Contractor may purchase such additional insurance as they determined necessary.

Contractor must provide coverage with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the liability limits provided that (1) the coverage is written on a “following form” basis, and (2) all terms under each line of coverage below are met.

Commercial General Liability – Occurrence Form
General Aggregate - $1,000,000

City of Porterville
CNG Maintenance Services
Products – Completed Operations Aggregate - $1,000,000
Personal and Advertising Injury - $1,000,000
Fire Damage - $1,000,000
Each Occurrence - $1,000,000
The policy must name the City of Porterville as an additional insured with respect to liability for bodily injury, property damage and personal and advertising injury with respect to premises, ongoing operations, products and completed operations, and liability assumed under an insured contract arising out of the activities performed by, or on behalf of the Contractor related to this Contract.

There shall be no endorsement or modification which limits the scope of coverage or the policy limits available to the City of Porterville as an additional insured.

City of Porterville is an additional insured to the full limits of liability purchased by the Contractor.

The Contractor’s insurance coverage must be primary insurance and non- contributory with respect to any insurance or self-insurance carried by the City.

Automobile Liability
Bodily injury and property damage coverage for any owned, hired, and non-owned vehicles used in the performance of this Contract.

Combined Single Limit (CSL) $1,000,000
UM/UIM Per Person Limit $1,000,000
UM/UIM Per Accident Limit $1,000,000
• The policy must be endorsed to include the City of Porterville as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Contractor, relating to this Contract.
• City of Porterville is an additional insured to the full limits of liability purchased by the Contractor.
• The Contractor’s insurance coverage must be primary insurance and non-contributory with respect to any insurance or self-insurance carried by the City.

Worker’s Compensation and Employers’ Liability
Workers’ Compensation
Employers’ Liability: Statutory

City of Porterville
CNG Maintenance Services
Each Accident $100,000
Disease – Each Employee $100,000
Disease – Policy Limit $500,000
• Policy must contain a waiver of subrogation against the City of Porterville. • This requirement does not apply when a contractor or subcontractor is exempt, AND when such contractor or subcontractor executes the appropriate sole proprietor waiver form.

Property Insurance – Contractor’s Property and Equipment Contractor must maintain all risk property insurance for Contractor’s personal property. The CITY will have no responsibility for any damage to Contractor’s personal property and Contractor’s property insurance must be endorsed to include a waiver of subrogation against the CITY.

Additional Insurance Requirements
Policies must include, or be endorsed to include, the following provisions:
1) On insurance policies where the City of Porterville is named as an additional insured, the City of Porterville must be an additional insured to the full limits of liability purchased by Contractor even if those limits of liability are in excess of those required by Contract. 2) Contractor’s insurance coverage or self-insurance must be primary insurance and noncontributory with respect to all other available sources. 3) Coverage provided by Contractor must not be limited to the liability assumed under the indemnification provisions of the Contract.

Notice of Cancellation
For each insurance policy required by the insurance provisions of this Contract, the Contractor must provide to the City, within 5 business days of receipt, a notice if a policy is suspended, voided, or cancelled for any reason. Such notice must be mailed, emailed, or hand delivered to City of Porterville.

Acceptability of Insurers
Insurance is to be placed with insurers duly licensed or authorized to do business in the state of California and with an “A.M. Best” rating of not less than B+ VI. The City in no way warrants that the required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

City of Porterville
CNG Maintenance Services
Verification of Coverage
Contractor must furnish the City with certificates of insurance (ACORD form or equivalent approved by the City) as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.

All certificates and any required endorsements are to be received and approved by the City before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work under this Contract and remain in effect for the duration of the project.

Failure to maintain the insurance policies as required by this Contract or to provide evidence of renewal is a material breach of contract.

All certificates required by this Contract must be mailed, emailed, or hand delivered to City of Porterville.

City of Porterville
CNG Maintenance Services
Section V - SCOPE OF WORK
The scope of work set forth in this Request for Proposals represents an outline of the goods and services which the CITY anticipates the successful Proposer to perform, and is presented for the primary purpose of allowing the CITY to compare proposals. The precise scope of work to be incorporated into the General Services Agreement shall be negotiated between the City and the successful Proposer. The CITY requests that the Proposer suggest changes to the scope of work (as a part of the proposal) in order to achieve the CITY’s Project Objectives.

General Overview of Services
The scope of services in this section describes the required services to be provided by the Contractor during the term of the Contract. The Contractor shall supply all labor and any equipment or tools necessary to perform and deliver the services required under this contract.

The City is seeking to award a contract for Managed Compressed Natural Gas (CNG) Fueling Station Maintenance Services to a qualified firm.

The Contractor shall provide proactive, scheduled, and emergency maintenance services for the entire CNG fueling station and the methane detection system above the repair bays in the Maintenance facility. This includes providing all labor, parts, materials, replacement equipment, inspections and testing. All planned and unplanned CNG station and Maintenance facility repair work shall be coordinated with the Shop Superintendent or designee.

Contractor shall perform maintenance and inspection a minimum of once a week. Contractor service must be of such high quantity and quality so that all CNG vehicles will be fueled for operational rollout on any given morning during the contract.

Contractor shall have the capability to remotely monitor the compressor system variables, such as flow, temperature and pressure with a laptop computer and remote alarm 24/7, 365 days a year.

An electronic and hard copy of the maintenance records shall be kept at the Facility site for the City’s inspection and must be updated monthly. The City shall permit Contractor trained and certified O/M personnel and its approved vendor subcontractors to enter the compressor compound area, fueling island, and maintenance facility.

At the end of the maintenance agreement, Contractor shall transfer the complete rights or license of all software to the City. All additional electronic files and programs, equipment manuals, and the entire O/M record database shall also be transferred to the City.

City of Porterville
CNG Maintenance Services
List of CNG Station Equipment
Equipment Description QTY
CNG Compressor 2
Gas Dyer 1
CNG Storage Vessels 3
CNG Fast Fill Dispensers 2
CNG Slow Fill Dispensers 52
Priority/Buffer Control Valve Panel 1
CNG Station Control System 1
Switchgear Compressor Motor Starters 2
Master Control Panel 2
List of Maintenance Facility Equipment
Equipment Description QTY
Methane Detection Control Panel 1
Exhaust Fans 4
Intake Louvers 4
Methane Sensors 4
Maintenance
The following are the types of maintenance the Contractor is required to perform. All maintenance and/or repairs will be coordinated with the Shop Superintendent or designee.

Proactive Maintenance - monitoring of CNG station systems including critical flow, temperature, pressure, vibrations, leaks, and false alarms. Electronic monitoring is an acceptable alternative to an on-site inspection, subject to approval by the City.

Scheduled Maintenance - specific maintenance performed in conformance with manufacturer's recommendations and industry best practices. Contractor shall develop a scheduled maintenance process per each manufacturer's or vendor's requirements and perform all maintenance on a timely basis.

Emergency Maintenance/Repairs - unplanned service resulting from a system shutdown or failure causing the CNG station to not be fully operational. Contractor shall provide the City with a report of the emergency covering the resources required to fix the problem, the length of time the CNG station or compressor was shutdown, the cause, steps taken to fix the problem, and steps taken to prevent it from happening again. Contractor shall locally store and maintain adequate supply of critical spare parts, based on manufacturer's recommendations, for use in an emergency.

A copy of spare parts list shall be provided to the City for review and approval.

City of Porterville
CNG Maintenance Services
Maintenance Technicians
All O/M activities performed by the Contractor will be done in accordance with manufacturer's and vendor's manuals and instructions, and in accordance with best industry standards. Any activity involved with the venting of gas or welding in the general vicinity of the CNG station shall be approved by the Shop Superintendent or designee. Contractor shall review all work proactive, scheduled, and emergency maintenance being performed with the Shop Superintendent or designee prior to commencement.

All materials associated with this service contract for maintenance of the CNG station and Maintenance facility shall be provided by the Contractor unless specified otherwise, and shall be new, unused and of first or Original Equipment Manufacturer (OEM) quality. Workmanship shall be at least equivalent to acceptable standards practiced within the natural gas industry for similar CNG stations.

The Contractor is required to provide qualified service personnel. All service personnel shall be OSHA certified, factory trained and certified by the equipment manufacturers to work on CNG equipment. Contractor shall provide names and qualifications of personnel and all subcontractors assigned to the City. Contractor shall include an organizational chart that clearly delineates all staff assigned to the City.

The Contractor is responsible for furnishing its personnel with vehicles, safety equipment, computers, hand tools, cell phones, general test equipment, gas detectors and other equipment required to service a CNG station. Contractor service personnel shall wear all protection equipment necessary for the job such as but not limited to photo I.D. badge, hard hat, goggles, hearing protection, and a yellow/orange reflective safety vest, jacket or shirt while doing maintenance in the CNG station.

The Contractor's personnel will be required to check-in and check-out with the Shop Superintendent or designee during each site visit.

The Contractor shall provide locally based, company employed service technician(s) for all maintenance services that have demonstrated experience and competency in maintaining other similar CNG station equipment. The Contractor's service technicians are to be available within 3 hours of a call-out, 24 hours per day, 7 days per week for the duration of the contract.

The Contractor shall incur all costs associated with meeting all applicable regulations, codes and standards. The Contractor shall provide all standard and specialty tools to efficiently maintain and service the equipment.

The Contractor is responsible for disposal of all unclassified liquid and solid waste from the CNG station O/M work.