Agenda packet — Santa Ana City Council, December 20, 2022 (part 5 of 10)

(vi) The indemnity obligations of Subcontractors provided by this Secti on shall be included in all subcontract documents issued by CONTRACTOR.

Nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of CONTRACTOR against CITY or any other Indemnitee.

IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written.

ATTEST: CITY OF SANTA ANA

KRISTINE RIDGE
Clerk of the Council City Manager
APPROVED AS TO FORM:

SONIA R. CARVALHO CONTRACTOR:

City Attorney Big Ben Inc.

By:

JOHN FUNK NAME:

Assistant City Attorney TITLE:

RECOMMENDED FOR APPROVAL:

NABIL SABA, PE
Executive Director
Public Works Agency

Sep Sharifi
President

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EXHIBIT 4

COST ANALYSIS
CONSTRUCTION PROJECT NO. 21-6454 & 16-6466: Willard Neighborhood Water and Sewer Main Improvements
Construction Contract $ 3,163,400.00
Contract Administration, Inspection and Testing $ 474,510.00 Contingencies $ 474,510.00
TOTAL ESTIMATED CONSTRUCTION COSTS $ 4,112,420.00

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CITY OF SANTA ANA FY 22/23CIP

CAPITAL IMPROVEMENT PROJECT WORKSHEET
PROJECT DESCRIPTION:

This project will replace aging water distribution pipelines and related appurtenances including fire hydrants and valves.

PROJECT NEED:

This project is required to maintain effective operation of the City's water distribution system, replace obsolete water mains to ensure system reliability, and protect water quality.

PROJECT TITLE:

Willard Neighborhood Water Main
Improvements
PROJECT CATEGORY:

Utility/Drainage/Lighting
Improvements
Water Improvements

LOCATION MAP
AGENCY: DIVISION: CONTACT:

Public Works Water Resources Robert Aguirre, Senior Civil Engineer PROJECT COSTS FY 22/23 FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 Construction 1,500,000 - - - - - -
TOTAL 1,500,000 - - - - - -
SOURCE OF FUNDS FY 22/23 FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 WATER CAPITAL 1,500,000 - - - - - -
TOTAL 1,500,000 - - - - - -
53 City Council
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Public Works Agency
www.santa-ana.org/pw
Item # 16
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Amend Agreements for Renewable Natural Gas Fueling Station

AGENDA TITLE
Approve Appropriation Adjustment and Amend Agreements with OPAL Fuels Station Services, LLC. for the Design, Construction and Maintenance of a Renewable Natural Gas Fueling Station (Non-General Fund)

RECOMMENDED ACTION

1. Approve an appropriation adjustment recognizing fund balance of $1,138,300 in the Air Quality Improvement Fund (AB 2766), Prior Year Carryforward revenue account, and appropriating the same amount into the Air Quality Improvement (AB2766) and Fleet Services- Air Quality Improvement expenditure account. (Requires five affirmative votes)

2. Authorize the City Manager to execute an amendment to the Design and Build Agreement with OPAL Fuels Station Services, LLC. (formerly TruStar Energy, LLC.) to provide services for Phase I–Design and Phase II–Equipment Procurement and Construction of a new compressed natural gas (CNG) fueling station at the City Corporate Yard, in amount not to exceed $4,972,151, for an amended term to begin December 20, 2022, and expire upon City’s acceptance of project, subject to non-substantive changes approved by the City Manager and City Attorney.

3. Authorize the City Manager to execute an amendment to the Service Agreement with OPAL Fuels Station Services, LLC. (formerly TruStar Energy, LLC) to provide services to maintain the CNG fueling station at the City Corporate Yard, in an amount not to exceed $595,129, for a five-year term to begin upon City’s acceptance of project, with one five-year renewal option, subject to non- substantive changes approved by the City Manager and City Attorney.

4. Authorize the City Manager to execute an amendment to the Environmental Attribute Agreement with OPAL Fuels Station Services, LLC. (formerly TruStar Energy, LLC) for a term beginning January 1, 2023 and expiring September 30,

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2032, with provisions for annual renewals, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
The City’s Public Works Agency utilizes a variety of heavy equipment and trucks to deliver street maintenance, water, and sewer services. The City has recently completed its goal of transitioning all heavy equipment from diesel fuel to natural gas fuels and it is necessary to replace and upgrade the existing compressed natural gas (CNG) fuel station, located at the City’s Corporate Yard, which has surpassed its useful life, to allow for fast and efficient fueling with a publicly-accessible station.

On August 17, 2021, at the conclusion of a competitive bidding process, City Council awarded three agreements to TruStar Energy, LLC. (TruStar), now known as OPAL Fuels Station Services, LLC. (OPAL), to: 1) construct a new compressed renewable natural gas (RNG) fueling station at the City’s Corporate Yard, 2) maintain the facility, and 3) supply RNG. RNG is an environmentally superior fuel alternative to standard CNG as it is produced by harvesting harmful greenhouse gasses from landfills and waste processing facilities and is classified as a low carbon fuel by the California Air Resources Board’s (CARB) Low Carbon Fuel Standard. The Low Carbon Fuel Standard creates a market for offsetting greenhouse gas credits for RNG dispensing facilities allowing for RNG dispensers to sell their credits and generate revenue.

Originally, the scope of work was for a limited scale upgrade of the existing CNG station and did not include a publicly-accessible fuel station. The project was to be financed by OPAL in exchange for 100% of the RNG credits and the City’s guaranteeing a certain volume of RNG dispensed.

Since that time, staff has re-evaluated the fueling needs, contract terms, and identified alternative funds to complete a broader reaching scope of work that would meet the City’s full fueling needs. As such, staff approached OPAL about amending the original agreements and requested that OPAL submit a proposal for a new turn-key, RNG fueling station which adds a publicly-accessible fuel station.

Approval of the amended and restated Design-Build Agreement (Exhibit 1) will allow greater flexibility in design to better meet the needs of the City’s fleet, reduce long-term fuel costs to the City, and allow for a publicly accessible RNG fueling.

The Environmental Attribute Agreement, which allowed for OPAL to claim 100% of the available California Air Resources Board (CARB) and United States Environmental Protection Agency (EPA) credits for dispensing RNG will also be restated as part of this action. Staff determined that this arrangement, which was intended to cover initial capital costs, presented too much risk and was not in the City’s best interest. Staff recommends approving the Master RNG Dispensing Agreement (Exhibit 2), which allows the City to

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capture a percentage of the CARB and EPA annual credits valued at $0.67 per gasoline gallon equivalent (GGE), and fund the capital improvements with City funds.

The amended Maintenance Agreement (Exhibit 3) allows for a fully maintained and warrantied RNG dispensing station as well as maintaining the public-facing station and facilitating the administration of credit card transactions.

Staff recommends amending the Design-Build Agreement, RNG Dispensing Agreement, and Maintenance Agreement with OPAL Fuels Station Services, LLC to better serve the renewable natural gas fueling needs of both the City and the community at large.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with the actions. However, according to the California Air Resources Board and the United States Environmental Protection Agency, the use of CNG vehicles and RNG in place of gasoline or diesel has an immediate positive impact on air quality by reducing greenhouse gas emissions.

FISCAL IMPACT
Design-Build Agreement: Funds identified for the design and construction portions of this project totaling $4,972,151, including the requested appropriation adjustment, are shown below. Water and Sewer Enterprise Funds used for this portion of the project will be budgeted in future fiscal years and will be recovered through exclusion of the standard fuel markup incurred by other City departments or sections.

Fiscal
Year
Accounting
Unit
Fund
Description
Accounting Unit,
Account Description Amount
2022-23 03117101-
66220
Air Quality
Improvement
Fleet Services-Air
Quality Improvement,
Improvements Other
Than Buildings
$1,138,300
2023-24 06017641-
66400 Water Water Maintenance,
Machinery & Equipment $3,333,851
2023-24 05617640-
66400
Sanitary
Sewer
Service
Sanitary Sewer Service,
Machinery & Equipment $500,000
Total $4,972,151
Maintenance Agreement: The five-year operation and maintenance agreement, with one, five-year renewal option, will be budgeted in the fiscal year in which the City anticipates the construction will be completed and appropriated in future fiscal years as shown below.

Revenue from the sale of RNG credits, estimated be $50,920 per year at $0.67 per GGE, will help offset the maintenance costs and will be received into Stores & Property Control revenue account 07617002-56001.

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Fiscal
Year
Accounting
Unit
Fund
Description
Accounting Unit,
Account Description Amount
2023-24 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $54,600
2024-25 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $55,637
2025-26 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $56,694
2026-27 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $57,772
2027-28 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $58,869
Renewal Option:
2028-29 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $59,988
2029-30 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $61,128
2030-31 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $62,289
2031-32 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $63,473
2032-33 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $64,679
TOTAL $595,129

EXHIBIT(S)

1. Design-Build Agreement

2. RNG Dispensing Agreement

3. Maintenance Agreement
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency

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Approved By: Kristine Ridge, City Manager

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1 THIS AMENDED AND RESTATED DESIGN-BUILD

AGREEMENT FOR CNG STATION WITH OPAL FUELS STATION SERVICES

THIS AMENDED AND RESTATED DESIGN-BUILD AGREEMENT
(“Agreement”) is entered into this 20th day of December 2022 (the “Effective Date”), by and between OPAL Fuels Station Services LLC (Formerly TruStar Energy, LLC) (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS

A. The City desires to retain a contractor having special skill and knowledge to design, build and maintain a new CNG station to be located at 215 South Center St, Santa Ana, CA 92703 (“Project”).

B. For this purpose, the City issued Request for Proposal No. 20-095, by which the City invited proposals for the Project. Following evaluation by the City of all the proposals that were submitted, Contractor was selected to complete the Project.

C. On August 17, 2021, the City entered into Agreement #A-2021-147 (“Original Agreement”) with TruStar Energy, LLC to provide Design, Engineering, Equipment, Construction and Commissioning for a turnkey CNG Station.

D. In 2022, TruStar Energy, LLC changed its name to OPAL Fuels Station Services LLC.

E. Pursuant to the Original Agreement, the Project was to be designed and constructed in a two- phase approach given that the City had only secured funding for design (Phase 1), but had not secured funding for construc tion (Phase 2), which includes the equipment procurement, installation of said equipment and construction of the project.

F. The City has secured full funding for the both phases of the Project, which will allow greater flexibility in design by including a public serving station (industry standard), better meet the needs of the City’s fleet, and reduce long-term fuel costs to the City.

G. In accordance with the terms and conditions of the Agreement, the parties desire to amend the compensation and scope of work of the Original Agreement, and amend and restate the Original Agreement as provided herein.

NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

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2 1. SCOPE OF SERVICES
C
ontractor shall perform design and construction services as set forth in Section 3, Design-Build Documents, which incorporates the scope of work attached hereto as Exhibit A and incorporated herein by reference. Contractor shall exercise reasonable skill and judgment in the procurement and provision of the Work, as defined herein, consistent with the applicable industry practices and the terms and conditions of the Design Build Documents.

2. CO

MPENSATION
City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended under this Agreement shall not exceed $4,972,150.98 during the term of this Agreement, including any extension periods exercised under Section 3 (the “Contract Price”). After the City issues the Notice to Proceed for the Work, the City shall render a down payment of $994,430.20 (“Down Payment”) from the Contract Price so that Contractor may order equipment and commence the Work specified in the Design-Build Documents.

All invoices for work performed under this Agreement shall be submitted in a format approved by the City. Invoices shall include the following information at a minimum: (i) Contractor’s invoice number, (ii) beginning and ending dates for services, (iii) City project number and/or name (if applicable), (iv) work site address/location (if applicable), and (v) tasks or deliverables completed and % of total services completed. Within fifteen (15) business days of receipt, City shall notify Contractor in writing if City has any objection to any invoice. City shall be deemed to have approved all invoices for which it has not made a timely written objection.

Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

3. D

ESIGN-BUILD DOCUMENTS
T
he complete Agreement consists of the “Design-Build Documents” as defined by the Standard Specifications for Public Works Construction (the “Greenbook”), Exhibit A, all design documents hereafter prepared by Contractor and approved by City in accordance with this Agreement, other documents listed in this Agreement, Request for Proposals (“RFP”) No. 20-095, Contractor’s Proposal No. Q-00390 to City’s RFP dated July 7, 2022, and any modifications, including without limitation Change Orders, issued after execution of this Agreement. All such documents are incorporated herein by reference and made a part of this Agreement. This Agreement is intended to be an integral whole and shall be interpreted as internally consistent and in accordance with section 2-5.2 of the “Greenbook”. Work required by any page, part, or portion of the Agreement shall be deemed to be required work as if called for in the whole Agreement, and no claim for extra work shall be based upon the fact that the description of the work in question is incomplete. “Work” shall mean the design, construction, and related services required to fulfill Contractor's obligations under the Design-Build Documents, whether completed or partially completed, and includes all labor, materials,

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3 equipment, and services to be provided by Contractor.

This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. Nothing contained in this Agreement shall create, nor be interpreted to create, privity or any other relationship whatsoever between City and any person except Contractor.

4. CHANGES IN THE WORK

a. City’s Right to Order Changes. Changes in the Work under this Agreement, consisting of additions, deletions, revisions, or any combination thereof, may be ordered unilaterally by City without invalidating the Agreement. Such changes shall be communicated by Change Order or supplemental agreement, as applicable. Contractor shall proceed diligently with any changes, and same shall be accomplished in strict accordance with the following terms and conditions as set forth herein. “Change Order” means a written instrument signed by City requesting a change in the Work.

b. Changes and Extensions of Time. All Change Orders, changes requested by Contractor, or extensions of time occurring during construction of the Project related to actual construction work shall be accomplished within the term and schedule set forth in section 5 unless not reasonably practicable. All changes to the scope of design services or extensions of the agreed-upon design schedule during the design process shall be made by mutual agreement of City and Contractor, and claims for an increase in design compensation due to a change in the scope of design construction work or for an extension of time to the design schedule shall be made in writing within seven (7) calendar days after occurrence of the event that gives rise to the claim. All requests for additional compensation due to a change in the scope of design services, and all requests for an extension of time to the design schedule, shall include sufficient backup documentation for City to reasonably understand the request and the amount of time or compensation requested and to determine the merits of the request.

c. Adjustments to Price or Time. Upon the occurrence of a Change Order for construction work that increases the cost of the construction work, the price will thereafter include such cost of the construction work and services attributable to such change to the extent allowed by Paragraph (b) above. The failure of Contractor to provide notice in writing to City in accordance with Paragraph (b) of any request for an increase in price or for an extension of time shall constitute a waiver by Contractor of any entitlement thereto.

d. Continuing Duty to Perform Construction Work and Make Payment. In the event the parties are unable to agree on the terms of a change order or supplemental

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4 agreement, then Contractor shall continue to diligently perform the design services and the construction work, including any change directed by City by change order or supplemental agreement, and shall keep thorough records of the cost of performance of such change order or supplemental agreement.

e. Fiduciary Relationship. Contractor recognizes and accepts a fiduciary relationship of trust and confidence hereby established between Contractor and City and agrees that it shall at all times in good faith use its best efforts to advance City's interests and agrees to perform the design services and the construction work in professional manner.

5. TERM AND SCHEDULE OF WORK

This Agreement shall commence on the Effective Date and shall terminate upon the City's acceptance of the Project via a “Notice of Completion” unless terminated earlier in accordance with Section 16 of the Agreement. The City shall issue a Notice to Proceed to Contractor once the following requirements are met: (1) Full execution of this Agreement; (2) the City has rendered the Down Payment to Contractor; and (3) Contractor has provided satisfactory proof to the City of insurance and bonds as required by this Agreement. The Notice to Proceed issued by the City shall specify the date the Contractor is to commence the work specified in Exhibit A (“Date of Commencement”). The Contractor shall achieve substantial completion of the Work, as determined by the City, not later than 365 days from the Date of Commencement. Time is of the essence with respect to all time limits for performance of the Work set forth in the Design-Build Documents. The term of this Agreement may be extended upon a writing executed by the City Manager and City Attorney.

Upon completion of all work under this Agreement, ownership and title to all reports, documents, tracings, plans, specifications, estimates and maps prepared or obtained under the terms of this Agreement shall be delivered to, and become the property of City. Basic survey notes and sketches, charts, computations, and other data prepared or obtained pursuant to this Agreement shall be made available upon request of the City without restriction or limitation on their use. Contractor shall furnish the City all necessary copies of data needed to complete the review and approval process.

6. GENERAL REQUIREMENTS OF THE WORK

Contractor shall perform the Work in compliance with applicable laws, statutes, ordinances, codes, rules, and regulations. If Contractor performs Work contrary to applicable laws, statutes, ordinances, codes, rules, or regulations, Contractor shall assume responsibility for such Work and shall bear the costs attributable to correction. Contractor shall be responsible to City for acts and omissions of Contractor’s employees, consultants, subcontractors, or others employed or retained by Contractor in connection with the Project or Work. Contractor shall provide City access to the Work in preparation and progress wherever located.

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5 7. PROTECTION OF PERSONS AND PROPERTY

Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Work. Contractor shall be responsible for the safety of, and reasonable protection to prevent damage, injury, or loss to (i) employees performing the Work and other persons who may be affected thereby, (ii) the Work and materials and equipment to be incorporated therein, and (iii) other property at the Work site or adjacent thereto, including without limitation hardscaping, landscaping, structures and utilities not designated for removal, relocation, or replacement in the course of construction.

8. PREVAILING WAGES

Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Since the Work is being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws

9. INDEPENDENT CONTRACTOR

Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

10. INSURANCE

Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

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6 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 7 (scheduled), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Contractor’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City.

Waiver of Subrogation
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance.

Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be

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7 satisfied by either the named insured or Entity.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current
A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the Entity.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Dat e prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

Verification of Coverage
Contractor shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them.

The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that Entity is an additional insured on insurance required from subcontractors.

Special Risks or Circumstances
Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

11. BOND

Contractor shall, after award of this Contract, furnish two bonds to be approved by the City, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the City.

Contractor shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said

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8 Warranty Bond shall also be required as a condition of project acceptance. For projects up to Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price.

12. INDEMNIFICATION

Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise, to the proportionate extent, from the negligent acts or omissions of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relate to the Work and services described in section 1 of this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement, provided, however, that in no event shall Contractor be obligated to indemnify City for any claims to the proportionate extent caused by the active negligence or willful misconduct of City, its officers, agents, employees, consultants, special counsel, and representatives. City may make all reasonable decisions with respect to its representation in any legal proceeding.

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

13. CONFIDENTIALITY

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9 confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. City acknowledges and agrees that some or all of the Confidential Information may be material and/or price sensitive information relating to the securities of Contractor’s parent company OPAL Fuels Inc. Accordingly, provisions of applicable securities laws may restrict or prohibit transacting in securities of OPAL Fuels Inc. while City and its Representatives are in possession of the Confidential Information. City agrees that it will (and will inform its Representatives of its obligations to) comply at all times with applicable securities laws and stock exchange regulations, particularly those relating to insider trading and market abuse.

14. CONFLICT OF INTEREST CLAUSE

Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

15. NOTICE

Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax communication in the manner provided in this Section, to the following persons:

To City: Clerk of the City
Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-
1988
Fax 714- 647-6956
With courtesy copies to:

Nabil Saba
Executive Director, Public Works
Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California
92702
Fax: 714- 647-5635

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10 and

City Attorney for the
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California
92702
Fax 714-647-6515

To Contractor: OPAL Fuels Station Services LLC
Attn: Scott Edelbach
Executive Vice President10225
Philadelphia Ct, Rancho Cucamonga
Rancho Cucamonga, CA 91730

With a copy to: OPAL Fuels Station Services LLC
Attn: General Counsel
One North Lexington Avenue, Suite 1450
White Plains, New York 10601
Email: [email protected]

A party may change its address by giving notice in writing to the other party.

Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting fax machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

16. ASSIGNMENT

Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services that are the subject to this Agreement performed by City personnel or by other consultants retained by City. Notwithstanding the foregoing, Contractor may collaterally assign this Agreement to any entity providing debt or equity financing in conjunction with such financing.

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11 17. TERMINATION

a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.

b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

18. DEFAULT

18.1 Notice of Default.

In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Design-Build Documents, or is in breach of any provision of the Design-Build Documents, City may give written notice of default to Contractor in the manner specified in this Agreement, with a copy to Contractor’s performance bond surety.

18.2 Opportunity to Cure Default.

Except for emergencies, Contractor shall cure any default in performance of its obligations under the Design-Build Documents within ten (10) business days after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within ten (10) Days (or such longer time as City and Contractor may reasonably agree) and will diligently and continuously prosecute such cure to completion within a reasonable time by the parties.

18.3 Remedies Upon Default. If Contractor fails to cure any default of this Agreement within the time period set forth in this Section, then City may pursue any remedies available under law or equity, including, without limitation, the following:

18.3.1 City may, without terminating the Agreement, engage others to perform the Work or portion thereof that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor related to such portion of Work, reserving to itself all rights to losses related thereto.

18.3.2 Terminate the Design-Build Contract for Default. City shall have the right to terminate this Agreement, in whole or in part, upon the failure of Contractor to promptly cure any default as required by this Section. City’s election to terminate the Agreement for

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12 default shall be communicated by giving Contractor a written notice of termination in the manner specified in this Agreement. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. Upon completion of the Work by the City, Contractor shall be entitled to payment for the Work performed and unpaid as of the date of termination.

18.3.3 Invoke the Performance Bond. City may, with or without terminating the Agreement and reserving to itself all rights to losses related thereto, exercise its rights under the Performance Bond.

18.4 Additional Provisions. All rights and remedies under this Agreement are cumulative, and shall be in addition to those rights and remedies available in law or in equity, except as expressly set forth herein.

18.5 WAIVER OF CONSEQUENTIAL DAMAGES . EXCEPT AS EXPRESSLY

PROVIDED IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER

FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, OR

CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, REVENUE, AND

BUSINESS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING

NEGLIGENCE), STATUTE, EQUITY, PRODUCT LIABILITY, FUNDAMENTAL BREACH,

OR OTHERWISE ARISING FROM OR RELATED TO THIS AGREEMENT REGARDLESS

OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THIS SECTION SHALL NOT LIMIT CONTRACTOR’S OBLIGATION TO INDEMNIFY CITY AS PROVIDED IN SECTION 12.

18.6 LIMITATION OF LIABILITY. CITY HEREBY EXPRESSLY AGREES THAT IN NO EVENT SHALL CONTRACTOR’S CUMULATIVE LIABILITY TO CITY ARISING

FROM THE WORK (WHETHER SUCH LIABILITY ARISES OUT OF BREACH OF

CONTRACT, GUARANTEE OR WARRANTY, NEGLIGENCE, PRODUCT LIABILITY,

INDEMNITY, OR ANY OTHER LEGAL THEORY) EXCEED AN AMOUNT EQUAL TO THE CONTRACT PRICE. THIS LIMITATION OF LIABILITY IS INDEPENDENT FROM

ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY
NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. THIS

LIMITATION OF LIABILITY IS OF THE ESSENCE OF THIS AGREEMENT, AND CITY

HAS BEEN INFORMED, UNDERSTANDS, AND AGREES THAT THIS LIMITATION OF LIABILITY IS A MATERIAL CONDITION TO CONTRACTOR’S PRICING FOR, AND

AGREEMENT TO ASSUME, ITS OBLIGATIONS UNDER THIS AGREEMENT

19. NONDISCRIMINATION

Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

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13 20. JURISDICTION - VENUE

This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

21. PROFESSIONAL LICENSES

Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

22. MISCELLANEOUS PROVISIONS

a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.

b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

c. If any provision of this Agreement or the app lication thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

d. No action or failure to act by City or Contractor shall constitute a waiver of a right or duty afforded them under this Agreement, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing.

[Signatures on the following page]

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14 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA

___________________________ ________________________

KRISTINE RIDGE
Clerk of the Council City Manager

APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney

_____________________________
By: JOSE MONTOYA
Assistant City Attorney

RECOMMENDED FOR APPROVAL: CONTRACTOR

__________________________ _______________________________ NABIL SABA P.E. By: SCOTT EDELBACH
Executive Director of Title: Executive Vice President Public Works Agency

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EXHIBIT A

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07/07/2022 - Proposal No: Q-00390
Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com

Opal Fuels is pleased to offer the following proposal for a time fill/fast fill station at the following location:

City of Santa Ana
215 South Center Street
Santa Ana, CA
92703

This 100% turnkey proposal addresses the following requirements:
- Design, Planning, Permitting, Equipment, Construction, Start Up and Training

This proposal includes (2) 200 HP Compressors, 60,290 scf (476 GGE) High Pressure Storage, Defuel Hose, 40 time-fill hoses (10 wall mounted, 30 Caisson Mounted) and 1 Dual Hose Fast- Fill Island with Card Reader.

Use the table below to determine the production capability of this proposal COMPRESSOR PERFORMANCE CAPACITY [1 DGE = 135 cubic feet / 1 GGE = 123.57 cubic feet]

Compressor
Per Min.

Production
GGE
Per Min.

Production
DGE
Per Hr.

Production
GGE
Per Hr.

Production
DGE
Per 6 Hr.

Production
GGE
Per 6 Hr.

Production
DGE
Per 12 Hr.

Production
GGE
Per 12 Hr.

Production
DGE
1 3.59 3.29 215.40 197.40 1292.40 1184.40 2584.80 2368.80 2 7.18 6.58 430.80 394.80 2584.80 2368.80 5169.60 4737.60

The Time-Fill Station as quoted has the following dispensing capabilities.

Equipment:
• Time fill 40 vehicles with 35 GGE in: 3.25 hours with 2 compressors • Time fill 40 vehicles with 35 GGE in: 6.50 hours with 1 compressors

The Fast-Fill Station as quoted has the following dispensing capabilities.

Equipment:
• Qty of Dispenser Cabinets: 1
• Qty of Standard Flow Hoses: 1
• Qty of Commercial High-Flow Hoses: 1

The compression scenario is based off an inlet pressure of 30 PSIG with adequate flow. Lower pressures will affect the production by lowering the per minute/hour production.

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07/07/2022 - Proposal No: Q-00390
Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com

Performance Characteristics of Quoted Dispensers with Storage Hose Type Flow Rating Hose
QTY GPM GPM per 15
Min
GPM per
Hour
GPM per 4
Hours
Standard Flow Hoses Max. 14 GPM Avg. Fill 5 GPM
per hose 1 5 75 300 1200
Commercial High Flow
Hoses
Max. 25 GPM Avg. Fill 9 GPM
per hose 1 9 135 540 2160
Total 2 14 210 840 3360

Opal Fuels looks forward to earning your valued business.

Steve Breeze
Opal Fuels Sales Representative

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07/07/2022 - Proposal No: Q-00390
Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com

TIME FILL/FAST FILL STATION EQUIPMENT OVERVIEW

DESIGN AND ENGINEERING (to be performed by Opal Fuels)
Opal Fuels will initially meet to understand the requirements of your proposed station. At Opal Fuels's discretion Opal Fuels will provide exhibit drawings. The design will be based off the conceptual layout for the location.

Upon signed agreement and 20% down payment, a final design will include PE -stamped CAD drawings for each phase of the project, including but not limited to: electrical, mechanical a nd civil for permitting purposes.

Opal Fuels will acquire all permits necessary for complete build in all phases of construction.

Design and construction will consider industry standards and all executable local, State, and/or Federal building codes as interpreted by the Fire Marshall and/or building inspector with regional jurisdiction.

PROJECT MANAGEMENT
A dedicated project manager is assigned to each project for the duration of the project. The assigned project manager is involved with the project from the design phase throughout the construction and startup. The project manager will be 100% responsible for all of the daily activity at the job site and will report construction progress to the customer's designated contact on a weekly basis. This project manager is responsible to ensure that all Opal Fuels employees and subcontractors follow Opal Fuels and Customer safety and site policies. The project management fee includes site equipment mobilization, Opal Fuels employee travel & lodging and project management.

START UP LABOR
Includes certified equipment technician on site for four days, on site operat ions and maintenance training and one site follow-up visit by technician in first six months after start up.

UTILITY EXTENSIONS REQUIRED BY CUSTOMER
• A single High Speed Broadband Internet (RJ45) connection for CP-400 Communication (3MB minimum - 7MB optimal) package is required at the compressor staging area. • A second phone line is required for customers using a gas broker for a telemetric meter. • A third High Speed Broadband Internet (RJ45) connection (3MB minimum - 7MB optimal) is required for customers using a credit card reader for public fuel dispensing or private fleet information collection.

Electrical Service
• A 800 amp electrical service is required at the compressor staging area from your Electric Utility provider - 277/480, 3 phase 4-wire service.

Natural Gas Service
• 30 psi pressure capable of delivering 53280 cubic feet of natural gas per hour, with the gas meter located at the compressor staging area. Note: (lower pressures can be acceptable for the production of CNG at the designated site location. Lower pressures will drop the hourly production rate of CNG).

The customer is responsible to provide all electrical, phone and gas service as required within 25 feet of the compressor compound and responsible for all associated costs. Opal Fuels will work with your local utilities to validate existing service and determine what necessary upgrades are required to s atisfy utilities requirements.

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07/07/2022 - Proposal No: Q-00390
Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com Assumptions: Opal Fuels takes no responsibility for the unforeseen. Opal Fuels assumes that the soil is not contaminated and is suitable for backfill.

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07/07/2022 - Proposal No: Q-00390
Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com

EQUIPMENT OVERVIEW

Please find a full station order summary [including quantities] at the end of this proposal. 2 Ariel - ANGI 300 JGQ 200 hp - 25psi - 444 scfm
Compressor:

Lubricated, Reciprocating, Balanced, Opposed
Number of Stages: 4
Manufacturer: ANGI

COMPRESSOR ENCLOSURE
The ANGI 300 compressor comes standard with a power-coated sheet metal enclosure with access doors and removable panels. The maximum emitted noise from the skid is 78 dBa @ 10' (typical for enclosed skids). Unless specified by the customer, the enclosure comes painted in white with a gray skid. Included options include one enclosure light and an IR gas detector.

CONSTRUCTION
Piping 2" diameter and smaller is of socket weld construction. Piping construction methods shall conform to ANSI B31.3 3. Flanged piping joints shall use spiral-wound, metallic gaskets. Tubing shall be of seamless ASTM-316 type of adequate pressure rating. Tube fittings 1/2" or smaller shall be Hoke brand or Swagelok brand. Tube fittings 1/2" or larger shall be Parker "Seal-lok" fittings with face seal O-rings. All carbon steel surfaces shall be adequately prepped and painted using industrial epoxy paint. All components shall be suitably braced.

INLET SYSTEM
Inlet connection: Varies based on site conditions. 2. Inlet Valve: Solenoid valve. 3. Inlet Filter: Particulate filter with serviceable, removable filter made of stainless steel mesh construction. 4. Inlet Flex Hose to be provided, manual isolation valve to be provided, with construction start up strainer to be provided.

CAPTIVE RECOVERY SYSTEM
Complete skid-mounted captive recovery system for filter blow-down and unloaded starts and stops. The system includes a 100-gallon, vertical ASME tank rated for 600 psig. The recirculation system includes a high-flow recirculation regulator, system relief valve and receiver tank drain.

SKID CONSTRUCTION
The NG300 Single Unit Skid measures 12' L x 7'-6" W x 8'-5" H, and weighs 15,000 lbs and built to Ariel Compressor Packaging Standards. The open skid is made of welded, structural beams. The main beams are full-depth steel channel or tubes. Rigid mounting surfaces are provided for the compressor and driver. The skid is designed with an overhead support frame and hold-down bolt holes are provided at four (4) external and two (2) internal locations.

FILTRATION
Serviceable filtration is provided on the inlet of the compressor, on all inter-stage circuits and prior to discharge. The inlet particulate filter comes with a serviceable element made of stainless steel mesh construction. Coarse coalescing filters with stainless steel oil knock-out elements are provided on all inter-stage circuits. Pre-coalescing and fine- coalescing final filters are provided on the discharge circuit for oil elimination.

Control Specifications
Control System ANGI CCS Compressor Control System
PLC Make / Model Panel, Control, Compressor, Horner Electric RX371 I/O

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07/07/2022 - Proposal No: Q-00390
Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com I/O Arrangement (Max I/O Indicated) 32 DI / 16 DO / 20 AI / 4 AO Mounting Location of Controller On-skid, UL NNNY, mounted in NEMA 3R Enclosure Electrical Classification of Control Panel Class I Div II Per NFPA 86 Operator Interface Panel mounted graphical display, pilot lamps and key switches
Available Network Connections CsCAN, Ethernet, Modbus*, DeviceNet

INSTRUMENTATION
STANDARD INSTRUMENTATION: Analog: Inlet Pressure Transducer, Interstage Pressure Transducer, Discharge Pressure Transducer, Interstage Discharge Pressure RTD, Compressor Oil Pressure Transducer. OPTIONAL ANALOG INSTRUMENTATION INCLUDED: Enclosure Gas Level (%LEL). DIGITAL INSTRUMENTATION: ESD Active Dry Contact, Hi Gas Level

ELECTRIC MOTOR
Manufacturer: WEG Baldor or Equal / Operating Speed – 1785 rpm /NEMA, TEFC, Class 1 DIV 2 / 3-phase – 460/60 Hz

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07/07/2022 - Proposal No: Q-00390
Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com

COMPRESSOR AREA EQUIPMENT

Manual Transfer Switch - 800 amp (400 total hp max) - Qty 1 - Included BACKUP GENERATOR PROVISIONS - 800 Amp / 400 hp Total hp Capacity: Compressor control system includes a backup generator hook up provision capable of running either compressor A or compressor B in the event of power loss.

Design includes a manual transfer switch to change power from primary power source to back up power. The system requires a backup power generator (not included) sized to produce: [350 KVA per 200 hp compressor] or [700 KVA per two 200 hp compressors] or [700 KVA per one 400 hp compressor.]

(3) 37' Tubes - 60,290 scf - 476 GGE - Qty 1 - Included Each tube is 37'L 20" OD x 1.303" MW. Nominal water volume for three tubes is 168.9 cu.ft. Nominal CNG capacity for three tubes is 60,290 scf @ 5,500 psi. Total fuel capacity for three tubes is 476 GGE. Tubes comply with NFPA 52.4.4.5 (ASME Compliance). Includes 1" ball valves, NPT fittings, I-beam construction and vent stack.

Compressor Pad(s) - Qty 2 - Included
Excavation, conduit, backfill and compaction, concrete pad, bollard protection

Pad for Storage Tanks - Qty 1 - Included
Concrete Pad for Storage Tanks

Housekeeping Pad - concrete - Qty 1 - Included
The finished area around the compressor pads will be finished with 4 inches of concrete.

Opal Fuels job site container (Required) - Qty 1 - Included Delivery and retrieval of Opal Fuels job site container

Trenching & backfill from utility to CNG equipment compound through concrete - Included Trenching & backfill from utility to CNG equipment compound through concrete

Electrical Base (for compressor(s)) - Qty 2 - Included
Electrical Base for ANGI 300/600 Compressor(s)

Electrical conduits & Wire from Existing Switchboard to CNG equipment compound - 650’ - Included Electrical conduits from utility to CNG equipment compound $ per linear ft / no wire

20' Dual-Head LED Parking Lot Light for Compound Area - Qty 1 - Included A dual 400-watt LED lamp mounted on a one-piece aluminum post. Each lamp enclosure measures 15" x 22". This light post includes dual LED lamp enclosures. The light post is 20' in height and mounted in a 18' concrete caisson.

FF / TF Buffer Storage Panel 2 Zone - Qty 1 - Included
Priority buffer panel capable of dispensing CNG for fast fill, is included for high-flow capability. 1" Buffer-Valve panel includes ESD valve mounted and racked to storage in NEMA 1 Panel. Ideal for applications where average vehicle fill is more than 30 GGE/DGE. Compatible with high-flow CNG nozzles that can flow up to 25 GGE per minute average 9 GGE per minute flow capacity or greater. Includes Qty. 1 buffer valve in 1 cabinet. One buffer panel controls the filling operation for up to 3 dispensers. The 1” time fill valve is included in the same cabinet for time fill application to provide

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07/07/2022 - Proposal No: Q-00390
Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com temperature compensation and time of day operation for time fill applications. Typically at least 1 storage bottle is required per zone.

FF Filter assembly (6 filters at priority panel) - Qty 1 - Included There will be dual Parker high-pressure filters installed between the compressor discharge and the dispensers to catch any oil bypass and contaminants before CNG is dispensed into the trucks. The filters will be located on a stand next to the priority panel for maximum effectiveness. One set of two (2) filters will be located at the discharge outlet of the high bank, mid bank, and low bank on the storage vessels. Filter stand includes a 99.5% 3/4Ã¢Â?Â? JS3B -10 pre-coalescer filter and 1Ã¢Â?Â? JS4C 99.9% final filter.

Flow Meter for Time Fill Metering - Qty 4 - Included
Flow Meter CNG050 - 40 to 4444 scfm capacity constructed of stainless steel, pressure rated to 5,000 psi. Temperature rated from -40°F to +247°F. Mass flow accuracy to ± .5%. Rated for hazardous area installation. Weights and Measures rated. Reads in liters, DGE, or GGE. All-weather rated.

GD-036-S-M-460-150-4 - 1230 scfm @ 30 psi - Qty 1 - Included ANGI single tower manual regen dryer, 36" vessel, 150 psi design pressure, 4" class 150 flanges. Includes digital dew point monitor, isolation and bypass valves, blower, heater, cooler, water separator and collection tank to regenerate the desiccant. Requires 460/3/60 power.

Mechanical Base High/Low Pressures for compressor(s) [REQUIRED] - Qty 2 - Included Base High/Low Pressure per compressor

Regulator and Flex Hose for compressor(s) [REQUIRED] - Qty 2 - Included MLP - Regulator and Flex Hose per Compressor

Install Main Gas Line (House Line) from Utility Meter set to compressor area Under 100 PSI (HDPE) - Included Install Main Gas Line (House Line) from Utility Meter set to compressor area Under 100 PSI (HDPE)

Motor Starter Panel - Dual 200HP - Qty 1 - Included
The motor starter panel is designed to perform several different custom functions within the compressor design - as well as a soft start for your electric motor. The other functions include, but are not limited to: dryer power, enclosure power, gas detection power, time-fill panel power, cooling fan power, ESD for time-fill line power, and spares for future options.

Motor Starter Cooling Fan - Qty 1 - Included
A cooling fan kit is added to the side of the motor starter enclosure to cool motor starter p anels rated at 105F°. This option will extend the maximum operating temperature to 120°F ambient conditions. Rated for single, dual or triple motor starters.

Opal Fuels Wireless Communication Panel - Qty 1 - Included Opal Fuels Wireless Communication Panel: An Opal Fuels engineered wireless full-time equipment monitoring system which includes: email and text messaging for system faults, continuous time-based logging of system operating parameters, continuous event-based logging of system events. The system provides local web server for real -time and logged data display. Provides for remote access for Opal Fuels data collection and support via secure VPN connection.

Also provides Network Address Translation [NAT] for secure interface to the customer's network.

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07/07/2022 - Proposal No: Q-00390
Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com EMERGENCY SHUTDOWN AND FIRE EXTINGUISHERS TO MEET BUILDING CODE - Included Shutdowns are located at compressor area and dispenser area. • Includes Emergency Shutdown Switch at dispenser area
• Fire Extinguisher - 5 lb./ 20 BC/model B402/B402T, 3A:40B:C/ 25-gallon water equivalent • Safety Signs at dispenser area
• Safety Signs at dispenser area and time fill areas

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07/07/2022 - Proposal No: Q-00390
Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com

TIME-FILL/FAST-FILL AREA AND EQUIPMENT

TIME-FILL/FAST FILL DISPENSER PROVISION - 1 Cabinet(s) - Included

Trenching & backfill from compressor to TF/FF equipment through concrete - Included Trenching & backfill from compressor to TF/FF equipment through concrete

Dispenser Island with 4 Bollards - Qty 1 - Included
The dispenser will be mounted at a fueling island within 150' of the compressor compound area. The concrete fueling island is approximately 4' wide x 8' long and raised 6" from the surface. The dispenser island is protected by 4" diameter 3' high concrete-filled steel bollards. Each fuel island will be designed to accept up to two Class 8 trucks at one time.

In-Ground Post with Guard Rail Protection (per parking space) - Qty 10 - Included The guardrail and steel posts supplied and installed for the guardrail mounting system are composed of galvanized steel. Posts are typically spaced 7' on center and are anchored 36" - 60" below the ground surface.

Guardrail height is set at 36" above the surface level. The time-fill post will be mounted in an 18" dia. x 3' deep concrete base. High-pressure piping and electrical conduit will be run above ground behind the guardrail on a separate galvanized-steel post mounting structure. Guardrail protection is typically mounted 18" away from the time-fill post. A dual-sided guardrail system will typically require 36" of total space when measuring outside - to-outside dimensions.

Post Mounted on Above-Ground Caisson - with Bollard Protection (per parking space). Select for single or dual time fill posts. - Qty 30 - Included
When choosing caisson protection, the area will include 3' tall - 4" concrete-filled steel protective bollards anchored in an 18" dia. base, 3' in depth spaced 4' on center. Each caisson will contain separate conduit for the high-pressure gas and electrical service. When choosing this option, all high-pressure piping and electrical conduit is run underground between the time-fill posts/caissons.

Crane Rental - Qty 1 - Included
Rental for equipment offload at site

Electrical per Dual Time Fill Post - Qty 20 - Included
Electrical per Dual Time Fill Post

Comdata Credit Card Reader - Qty 1 - Included
Includes wireless modem for IP connection, fuel management system and on -line training for public billing.

Requires monthly phone plan with wireless provider. Provides real-time fueling transactions and takes all credit cards and allows for private card (customer) transactions. Comdata charges 2% for all Comdata cards.

Features photo of each transaction at card reader, paperless receipts emailed to card holder at transaction time, higher transaction limits per fill on Comdata card transactions (up to $1000.00 based on credit).

Credit Card Reader Installation Labor - Qty 1 - Included Credit Card Reader Installation Labor

Weights and Measures - Qty 1 - Included

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16' x 24' - 1 Fuel Island / 2 Lane (4 Lights) - Qty 1 - Included Canopy - 16 ft w x 24 ft L x 17 ft H -x 36" white fascia - 4 lights, gutters, 2 support columns (2 vehicles). Includes above-ground drainage [standard downspout] unless underground drainage is specified.

Dispenser Installation (Buffer) - Included
Dispenser installation for buffer tank (single line) gas distribution.

MHP - Per Dual Time Fill Post (required) - Qty 20 - Included Dual-hose time-fill posts will be supplied and installed in the time-fill mounting system. Each Quad hose post includes: Qty. (2) receiver for fill hose nozzle and Heavy duty retractor for fill hose. Includes a Shut off valve, Safety and Warning signs, Grounding rod with 3/8-16 grounding stud welded on with double clad plated nuts.

Posts are installed in a concrete base 18" in diameter and 3' in depth. Holster style post hook up - eliminates freeze up of nozzle to post. Posts are constructed of 3" x 3" square steel tube with on -post atmospheric gas exhaust vent, located at the top of the post. The top of the post measures 10' high from ground mounting surface. Prepped, painted "Safety Yellow".

Travel - Included
Project Management

Dual TF post with hoses - Qty 20 - Included
Dual-Hose Post with 25 ft hose (NGV 1 Type 2) - {QTY}

TF filter assembly (2 filters on stand per TF run) - Qty 1 - Included There will be Parker High pressure filters installed on the beginning of the Time-Fill Line to catch any oil bypass and contaminants before CNG is dispensed into the trucks. Filter stand includes a 99.5% 3/4" JS3B -10 pre- coalescer filter and 1" JS4C 99.9% final filter.

De-Fueling Post to Compressor - Qty 1 - Included
This includes a 10' tall post with vent on one end. The post has a standard de -fueling hose with a BDN nozzle.

The BDN nozzle hooks up to most all de-fueling ports on CNG fueling boxes. The de-fueling post must be located outside where it can safely vent CNG to the atmosphere. The operator hooks up the de -fueling hose to the de-fueling port on the vehicle fuel system. A manual valve actuates the function and safely drains the gas from the fuel tanks. The manual system will drain the fuel system tanks down to approximately 200 psi of gas pressure. The second feature allows you to move the valve to a position that will take the CNG off the storage and pull it through the inlet gas line feeding the compressor. There is a discharge line installed between the de-fueling panel and the inlet line of the compressor. This second option can be used when the compressor is operating. This system will typically drain the tanks in entirety providing the vehicles fuel system check valves allow it to be completely drained. The post typically will be mounted in a 3' deep, 18" diameter concrete base. This system requires installation at the compressor area with gas line tie ins to the inlet gas feed to the compressors. This is an approved IFC practice.

Commissioning Two + Compressors - Included
Start up labor and commissioning for two or more compressors for a municipal station build.

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07/07/2022 - Proposal No: Q-00390
Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com MHP from compressor to TF run (ft) - Qty 150 - Included Trenching for mechanical high pressure originating from the compressor to each individual time fill run.

Electrical conduits from compressor to TF/FF equipment - Included Electrical conduits from compressor to TF/FF equipment

ANGI - Buffer - Combo DUAL-HOSE High Flow / Low Flow (1/2" and 3/8" Hoses) - Qty 1 - Included BUFFER - COMBO DUAL-HOSE 1200 scfm 3/8" mainline / 3500 scfm 1/2" mainline CNG dispenser housed within an ANGI Series II Cabinet. This dispenser includes standard holsters, 3600 fueling pressure and OPW CT1000 / CT5000 nozzles. This dispenser is designed for cascade applications and utilizes a Micro Motion CNG 050 Flow Meter per each hose. Temperature compensation is set at 3600 PSIG at 70°F. The dispenser has the capability of filling two vehicles simultaneously.

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34 12/20/2022

07/07/2022 - Proposal No: Q-00390
Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com

WARRANTY OVERVIEW

WARRANTY TERM
Opal Fuels Operations/Mechanics start up training on site at Customer location for a minimum of up to four (4) days and will initiate warranty start date with equipment manufacturer. Warranty term is 12 months from CNG station startup/commissioning date.

CONSTRUCTION AND TIME-FILL POST WARRANTY
Opal Fuels offers a one-year warranty on station construction, time-fill posts and hard piping due to manufacturer defects and workmanship. Warranty on these items includes labor & material.

For warranty issues and clarifications related to station construction and time-fill hoses contact:

Customer Service/Warranty
Opal Fuels
3570 81st St NW, Oronoco MN 55960
Phone: +1 (844) 226-0256
Email: [email protected]

COMPRESSOR EQUIPMENT WARRANTY
ANGI compressor equipment warranty of 1 year from date of commissioning: Other equipment items may include longer warranties. Warranty on compressor, dryer, control equipment is parts only unless otherwise specified.

For warranty issues and clarifications contact:

Customer Service
ANGI International, LLC.
305 West Delavan Drive, Janesville, WI 53546
Phone: 800-955-4626 / Fax 608-531-2635
Email: [email protected]

Warranty Detail
Construction -All construction related items 12 months from start date Parts and Labor Methane Detection System (Shop) 12 months from start date Parts Only Compressor (ANGI components) 12 months from start date Parts and Labor All other quoted equipment (dryers, dispensers, etc.) 12 months from start date Parts Only Compressors (Ariel Only)
All components 12 months from start date Parts and Labor Cylinder bodies, Pistons, Piston Rods 24 months from start date Parts Only Crankshaft, Crankshaft Casting, Connecting Rods, Crossheads, Crosshead Guide Castings 36 months from start date Parts Only

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35 12/20/2022

07/07/2022 - Proposal No: Q-00390
Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com Crankshaft, Crankshaft Casting, Connecting Rods, Crossheads, Crosshead Guide Castings when maintained with 100% Ariel OEM replacement parts
72 months from start date Parts Only
Compressors (Quincy - ANGI 50) All components 12 months from start date Parts Only Sauer (All Compressor Components) 24 months from start date Parts and Labor

Warranty terms are as of Jan. 2020 and are subject to revision.

Technical Assistance
ANGI shall provide technical manuals, drawings and/or instructional materials with the equipment purchased hereunder. Unless the sale is of equipment only, ANGI shall provide the services of such number of technicians as may in its sole discretion be required to assist in start-up and in training of purchasers' employees in installation, operation and maintenance of the equipment purchased hereunder. Such technicians sha ll be provided on an advisory basis only. Purchaser acknowledges that the technical materials supplied are proprietary to ANGI and that the goods manufactured by ANGI are based upon patents, trade secrets, confidential and proprietary information developed by, and the exclusive property of ANGI and its affiliates. For service issues contact:

Customer Service
ANGI International, LLC.
305 West Delavan Drive, Janesville, WI 53546
Phone 800-955-4626 / Fax 608-531-2635 E-mail - [email protected]

Opal Fuels National Service Manager Contact
Service and Technical support available via phone:

Opal Fuels
3570 81st St NW, Oronoco MN 55960
Phone: +1 (844) 226-0256
Email: [email protected]

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36 12/20/2022

07/07/2022 - Proposal No: Q-00390
Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com

PRICING AND PAYMENT TERMS
Payment Schedule
• 20% down payment with order
• Remainder to be progress billed as work is completed and equipment Qualifications
• Pricing is in US Dollars and is based on equipment supply • Assuming expedited plan-check through the city and Fire Marshall, we could expect a station delivery and commissioning within 12 months from date of order
• Opal Fuels' General Conditions of Supply apply to this quotation • Warranty is Equipment Manufacturers standard 1-year parts only warranty; labor is excluded.

Schedule of Values Price Item
Engineering
Design and Engineering $63,084.45
Permitting $10,200.00
Equipment
MTS for Backup Generator $33,549.08
Buffer Storage $128,520.00
Compressors $627,432.60
Compound Lighting $9,562.50
Fast Fill $205,113.09
Electrical $4,417.88
Flow Meters $28,682.40
Inlet Gas Dryer $117,189.08
Motor Starter $54,270.38
Remote Monitoring $9,990.90
Time Fill $102,210.45
Defuel Panel & Hose $11,880.00
Construction
Civil $1,581,457.36
Electrical $857,729.00
Mechanical Pressures $739,978.36
Project Management $214,200.00
Commissioning $32,397.75
Freight $17,000.00
Taxes $123,285.70

TOTAL PRICE WITH TAXES $4,972,150.98
Total Price Without Applicable Taxes $4,848,865.28
Required Down Payment $994,430.20

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37 12/20/2022

07/07/2022 - Proposal No: Q-00390
Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com

City Council
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38 12/20/2022

OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com Master RNG Dispensing Agreement December 20, 2022

Set forth below are the terms and conditions of this master agreement (the “Master Agreement”) pursuant to which City of Santa Ana (“Dispenser”) appoints OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC, (“Supplier”) as supplier of renewable natural gas (“RNG”) at the Stations (as defined below). Dispenser and Supplier are each sometimes referred to herein as a Party or, together, as Parties to this Master Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the glossary of terms attached hereto as Appendix A.

1. Dispensing Program. During the Term, Supplier will supply RNG to compressed natural gas (“CNG”) stations owned by, or controlled by, or under contract with Dispenser listed in the applicable transaction confirmation (substantially in the form attached hereto as Appendix B, each a “Transaction Confirmation”), as may be amended from time-to-time as provided below (collectively, the “Stations”) and Dispenser will accept such RNG for dispensing at the Stations, in accordance with the terms and conditions of this Master Agreement and the applicable Transaction Confirmation(s).

In exchange for Dispenser’s ascription of the Environmental Attributes to the dispensing of RNG and provision of related documentation to Supplier as set forth in this Master Agreement and the applicable Transaction Confirmations, Supplier will pay Dispenser the Dispenser Share, as defined in the applicable Transaction Confirmation.

2. Term of Master Agreement.

Start Date: January 1, 2023
End Date: later of (i) the expiration date of any open Transaction Confirmation issued in accordance with this Master Agreement, or (ii) September 30, 2032.

Renewals: There will be automatic renewals of this Master Agreement of one year unless either party terminates by providing written notice to the other party at least 180 days prior to the end of the expiration of the Term.

3. Exclusivity. Dispenser hereby grants Supplier the exclusive rights to the to the Environmental Attributes associated with all Vehicle Fuel dispensed as Biogas by Dispenser at the Stations during the Term of this Master Agreement and the associated Transaction Confirmations.

4. Qualified Facility Requirements and Registrations. In order to be included in the Dispensing Program, the Stations must be Qualified Facilities and have completed Registrations. Dispenser and Supplier agree to cooperate to (i) to ensure that the Stations are Qualified Facilities and are compliant with all applicable legal or regulatory requirements, and (ii) obtain and maintain the required Registrations, eligible pathway approvals and certifications for the Stations.

5. General Obligations. During the Term of this Master Agreement, Supplier shall, at Supplier’s cost and expense, generate and monetize any and all regulatory or voluntary credits, including RINs and LCFS Credits, from Environmental Attributes, howsoever entitled, associated with all Vehicle Fuel dispensed as Biogas by Dispenser at the Stations. Except as relates to the Dispenser Share, Supplier will be entitled to retain the value of such Environmental Attributes, provided, however, that Dispenser shall continue to receive any federal or state alternative fuel tax credits associated with the use of CNG as Vehicle Fuel.

Dispenser hereby disclaims any interest in, and represents and warrants that it has not and will not grant any interest in, any Environmental Attributes that are or may be attributed to Vehicle Fuel dispensed as Biogas by Dispenser at any Station during the Term of this Master Agreement.

6. Environmental Attributes. In accordance with the federal Renewable Fuel Standard Program (“RFS”), for each Transaction Confirmation under this Master Agreement, Supplier will ascribe

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OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com Environmental Attributes (as defined below) to the CNG dispensed by Dispenser for use as Vehicle Fuel in accordance with the applicable Transaction Confirmation, such that (i) the CNG is RNG-derived CNG, and (ii) the associated renewable identification numbers (“RINs”) and LCFS Credits, if any, are properly generated.

The Transaction Confirmations under this Master Agreement do not include physical gas delivery and Dispenser will be responsible for purchasing and coordinating all utility pipeline gas required for daily operations of the Stations. Supplier will retain the value of any Environmental Attributes generated from the RNG Contract Quantity under the applicable Transaction Confirmation(s), provided, however, that Dispenser will continue to receive any federal or state fuel tax incentives or credits associated with such RNG Contract Quantity under the applicable Transaction Confirmation(s). “Environmental Attributes” mean any and all credits, allowances, benefits, attributes, aspects, characteristics, claims, reductions, offsets or allowances, or similar benefits of any type associated with the avoidance of fossil fuel consumption, greenhouse gas emissions or lifecycle greenhouse gas emissions, other pollutant emissions and other environmental benefits, howsoever entitled or named, including all such attributes required to generate credits under any federal, state, local or other law as now in effect, or as subsequently amended, enacted or adopted, attributable to biogas resources, renewable natural gas and/or natural gas, including but not limited to RINs under the RFS, any state low carbon fuel standards, carbon offsets, carbon allowances, tax incentives or credits in connection with the production or sale of RNG, and renewable energy credits or similar fuels programs or benefits.

7. Documentation. Supplier will be responsible for (i) the documentation of the contractual pathways, (ii) Registration of the Stations, and (iii) certification of the RINs and LCFS Credits with the EPA and CARB, respectively, including all costs associated with such documentation, Registrations and certifications.

Dispenser will assist Supplier with such efforts, as necessary, including, but not limited to, providing:

(A) the physical address of the Stations and access to the Stations; (B) gas utility meter numbers of the Stations;
(C) gas utility metering tickets;
(D) an electronic copy of the Stations’ monthly gas utility bill within five days of receipt from the utility;
(E) other documentation necessary to determine volumes of CNG dispensed at the Stations; (F) documentation necessary for compliance with Law or generation of Environmental Attributes; and
(G) the necessary affidavits stating that the CNG dispensed at the Stations is dispensed for use as a Vehicle Fuel.

8. Mutual Indemnity; Limitation of Liability. Each party agrees to indemnify and hold harmless the other party from and against any penalties assessed by the EPA, CARB or other agency in connection with a breach by such party of its obligations under this Master Agreement or any associated Transaction Confirmation(s); provided that each party’s obligation under this Section 11 will not apply to the extent the penalty or penalties arose (i) from disallowance of the transaction structure as contemplated by the relevant Transaction Confirmation(s) or a change in law, so long as the action or inaction of such party occurred prior to receiving notice of such disallowance or change in law or (ii) as a result of the other party’s breach of this Master Agreement or associated Transaction Confirmation(s); provision of incorrect, false or incomplete data; or gross negligence or willful misconduct.

9. Default. A default in respect of this Master Agreement shall be deemed to occur when, with respect to either party:
(i) A Party breaches any material representation or warranty made in this Master Agreement by that Party in any material respect, or any material representation or warranty of that Party proves to have been incorrect or misleading in any material respect when made under this Master

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OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com Agreement and same is not remedied to the other Party’s reasonable satisfaction within thirty (30) days after receipt of written notice thereof; provided however, then, so long as the defaulting Party has begun all reasonable efforts to cure such Default and within ten (10) days after the Notice of Default is diligently pursuing the curing of such Default then the defaulting Party shall have an additional period of twenty (20) days from receipt of such Notice of Default (or sixty (60) days total) within which to cure the Default;
(ii) A Party fails to perform any material covenant or obligation set forth in this Master Agreement or any applicable Transaction Confirmation issued hereunder, if such failure is not remedied to the other Party’s reasonable satisfaction within thirty (30) days after receipt of written notice thereof, provided, however, that the failure or omission of either Party to comply with the RFS or LCFS will not constitute a Default for a period of thirty (30) days following receipt of written notice of such failure to perform, so long as such Party has taken and is taking commercially reasonable steps to cure such compliance failure or omission; or
(iii) A Party (a) makes an assignment or any general arrangement for the benefit of creditors; (b) files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or case under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (c) otherwise becomes bankrupt or insolvent (however evidenced); (d) is unable to pay its debts as they fall due; (e) has a receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to it or substantially all of its assets.

Each of the foregoing events described in clauses (i)-(iii) above shall be referred to herein as a “Default.”

10. Remedies. Upon the occurrence of a Default with respect to a Party (such party, the “Defaulting Party”), the non-defaulting Party (the “Performing Party”) shall in its sole discretion and upon five (5) Business Days' notice to the Defaulting Party, be entitled to do any one or more of the following: (i) suspend its performance under this Agreement, (ii) terminate this Agreement effective upon the date of such notice, and (iii) proceed against the Defaulting Party for damages. Notwithstanding the foregoing, (a) in the event that Supplier fails to pay the Dispenser Share, and such failure is due to disruptions in the supply of Biogas, as provided in a written notice of same from Supplier to Dispenser, either party may terminate the Transaction Confirmation associated with such Station for which Supplier failed to make such payment on 30 days’ written notice to the other Party, and Dispenser’s damages shall be limited to the Dispenser Share calculated as the difference between (i) the applicable pro-rata RNG Contract Quantity for a rolling six (6)-month period prior to such notice and (ii) the Vehicle Fuel dispensed at the Station for the same period with respect to each such Station.

Except as otherwise expressly limited herein, the Performing Party's rights hereunder are in addition to, and not in limitation or exclusion of, any other rights that it may have (whether by agreement, operation of law, equitable principles or otherwise).

11. Change in Law. In the event a legislative, executive, judicial, administrative, or regulatory body materially changes or updates any applicable law, regulation, rule, protocol or interpretative guidance that results in an adverse impact (A) in respect of the costs or benefits of the Dispensing Agreement to either Party or (B) to either Party’s ability to comply with the RFS, or any other applicable Law, then, promptly upon written request by the affected Party, the Parties shall enter into good faith negotiations to amend the Dispensing Agreement to maintain the original intent and economic position of each Party. If, after sixty (60) days of the initiation of such negotiations, the Parties cannot resolve to their mutual satisfaction a mutually agreeable solution to the Change in Law, either Party may terminate the Dispensing Agreement on seven (7) days’ written notice to the other Party.

12. Force Majeure. Neither Party shall be liable to the other for failure to perform an obligation, to the extent such failure was caused by Force Majeure. Neither Party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected by any or all of the following

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OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com circumstances: (i) the curtailment of interruptible or secondary Firm transportation unless primary, in- path, Firm transportation is also curtailed; (ii) the Party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; (iii) economic hardship; (iv) the loss of Dispenser’s or Supplier’s market(s), as applicable; or (v) the loss or failure of Gas or Environmental Attribute supplies or depletion of reserves, as applicable.

Notwithstanding anything to the contrary herein, the Parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be within the sole discretion of the Party experiencing such disturbance and shall not entitle such Party to the benefits of the provisions of Force Majeure. The Party whose performance is prevented by Force Majeure must provide Notice to the other Party. Initial notice may be given orally; however, written notice with reasonably full particulars of the event or occurrence is required as soon as reasonably practicable after the occurrence of the Force Majeure event. Upon providing written notice of Force Majeure to the other Party, the affected Party will be relieved of its obligation, from the onset of the Force Majeure event, to perform its obligations to the extent impeded by, and for the duration of, such event of Force Majeure, and neither Party shall be deemed to have failed in such obligations to the other Party during such occurrence or event.

13. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Master Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the Dispenser, and on the next Business Day if sent after normal business hours of the Dispenser or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section:

If to Dispenser: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956

With at copy to: Nabil Saba
Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714- 647-5635

If to Supplier: OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC One North Lexington Avenue, Suite 1450
White Plains, NY 10601
Attn: Juan Reina
E-mail: [email protected]

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OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com With a copy to: OPAL Fuels LLC
One North Lexington Avenue, Suite 1450
White Plains, NY 10601
Attn: General Counsel
E-mail: [email protected]

14. Headings. The headings in this Master Agreement are for reference only and shall not affect the interpretation of this Master Agreement.

15. Severability. If any term or provision of this Master Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Master Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Master Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

16. Entire Agreement. This Master Agreement constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter.

17. Successors and Assigns. This Master Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Except as provided in this Section, neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, assignment of this Master Agreement by either Party is permitted without the consent of the other party if (i) the assignee is an affiliate of the assigning Party, (ii) the assigning Party can demonstrate that the same personnel will be responsible for executing this Agreement following such assignment and (iii) the assigning entity accepts all of rights and obligations under this Agreement. Following any assignment permitted to in this Section, the assigning Party shall be released from any and all obligations or liabilities arising under, or relating to, this Master Agreement attributable to the period following the effective date of such assignment. Either Party may, however, with the other Party’s written consent, collaterally assign its rights under this Agreement to a lender or other party providing financing.

18. No Third-Party Beneficiaries. This Master Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Master Agreement.

19. Amendment and Modification; Waiver. This Master Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Master Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

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OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com

20. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Master Agreement (and all Transaction Confirmations issued hereunder) shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of laws provision or rule (whether of the State of California or any other jurisdiction) that would permit or require the application of the laws of a different jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING

ARISING OUT OF OR BASED UPON THIS MASTER AGREEMENT OR ANY TRANSACTION CONFIRMATIONS MAY BE INSTITUTED IN CENTRAL DISTRICT OF CALIFORNIA – SOUTHERN

DIVISION COURT OR THE COURTS OF THE STATE OF CALIFORNIA, IN EACH CASE LOCATED IN

THE COUNTY OF ORANGE IN THE CITY OF SANTA ANA, AND EACH PARTY IRREVOCABLY

SUBMITS TO THE EXCLUSIVE ORIGINAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY

OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH

COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH

COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES KNOWINGLY,

VOLUNTARILY AND INTELLIGENTLY WAIVES THEIR RESPECTIVE RIGHT TO A JURY TRIAL IN

ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS MASTER AGREEMENT OR ANY TRANSACTION CONFIRMATION.

21. Counterparts. This Master Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same Master Agreement. A signed copy of this Master Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Master Agreement.

[Signatures on the following page]

City Council
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OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com Acknowledged and agreed,

ATTEST: CITY OF SANTA ANA

___________________________ ________________________

KRISTINE RIDGE
Clerk of the Council City Manager

APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney

_____________________________
By: JOSE MONTOYA
Assistant City Attorney

RECOMMENDED FOR APPROVAL: CONTRACTOR

__________________________ _______________________________ NABIL SABA P.E. By: SCOTT EDELBACH
Executive Director of Title: Executive Vice President Public Works Agency

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OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com

Appendix A
Glossary of Terms

Biogas: means the methane derived from the breakdown of organic matter that:

(i) meets the qualifications for D3 RINs (i.e., cellulosic biofuel) under the EPA’s RFS regulations; (ii) meets the definition of biogas or biomethane as defined by the RFS and applicable state-level fuel credit programs; and
(iii) meets the common carrier pipeline gas quality specifications as provided by the local utility or transmission company for the applicable injection point.

CARB: means the California Air Resources Board or its successor.

CI Score or Carbon Intensity Score: means the carbon intensity score under the LCFS regulations.

Cellulosic Biofuel: has the meaning ascribed to “cellulosic biofuel” under § 80.1401 of the RFS.

EPA: the U.S. Environmental Protection Agency or its successor agency.

Force Majeure: any cause not reasonably within the control of the Party claiming suspension, including, but not limited to, the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area, floods, washouts, explosions; (ii) weather related events affecting an entire geographic region, such as low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption and/or curtailment of firm transportation and/or storage by transporters; (iv) acts of others such as strikes, lockouts or other industrial disturbances, riots, sabotage, epidemics, pandemics, insurrections or wars, or acts of terror; and (v) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, regulation, or policy having the effect of law promulgated by a governmental authority having jurisdiction, including, without limitation, relating to or as a result of the events described in the preceding clauses (i) through (iv).

Gas: any mixture of hydrocarbons and noncombustible gases in a gaseous state consisting primarily of methane, including natural gas, as well as other types of gas, such as biogas produced from animal waste, agricultural waste, landfill gas or digester gas, that is cleaned to pipeline quality and injected into the pipeline system, in each case excluding any Environmental Attributes associated therewith.

Gasoline Gallon Equivalent or GGE: equals 128,142 Btu. Conversely, 1 MMBtu equals 7.8 GGEs.

Law: any U.S. or state statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any applicable governmental authority.

LCFS Credit Value: means total LCFS value calculated using a CI score of -200 and the monthly average market price for the LCFS Credits as published by OPIS for the month that the Biogas-derived CNG was dispensed by Dispenser.

LCFS or Low Carbon Fuel Standard: the California Low Carbon Fuel Standard administered by CARB set forth in the California Code of Regulations at Title 17, Section 95480 et seq., as amended, restated or supplemented to date.

LCFS Credits: credits generated and traded under the LCFS, with each credit equal to one metric tonne of carbon dioxide reductions as compared to the baseline CO2 emissions under the LCFS.

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OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com

OPIS: means the Oil Price Index Service.

Person: an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

Qualified Facility: a facility where Gas is withdrawn from a commercial distribution system, converted into CNG and sold or otherwise provided for use as a Vehicle Fuel, wherein such facility would meet the requirements for RIN generation and, if such facility is located in California LCFS Credit generation, if the withdrawn Gas was Biogas.

Registration: registration of the Qualified Facilities, Parties, Biogas or pathways, as applicable, with the EPA, CARB, or other governmental or certifying entity, as applicable, such that the Biogas produced from the Project is RIN-eligible or LCFS Credit-eligible, as applicable.

RIN Value: means total RIN value, in dollars per MMBtu, calculated by multiplying 11.727 by the monthly average market price for D3 Cellulosic Biofuel RINs according to OPIS. The monthly average will be for the month that the Biogas-derived CNG was dispensed by Dispenser.

Vehicle Fuel: CNG or other transportation fuel derived from RNG or Gas that qualifies for receipt of a RIN under the EPA Renewable Fuel Standard and, to the extent dispensed as transportation fuel in California, receipt of an LCFS Credit under the LCFS.

Appendix B
Transaction Confirmation No. 1
September 28, 2022
This Transaction Confirmation No. 1 (“TC No. 1”) is subject to the Master Agreement between City of Santa Ana (“Dispenser”) and OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC (“Supplier”) dated as of September 28, 2022 (the “Master Agreement”). The terms of this TC No. are binding upon execution by the Parties. Capitalized terms not otherwise defined in this TC No. 1 have the meanings ascribed to such terms in the Master Agreement.

To the extent that there is any conflict in the terms and conditions between this Transaction Confirmation and the Master Agreement, the terms and conditions of the Master Agreement shall prevail unless the Transaction Confirmation expressly states that it is superseding the Master Agreement with respect to a specific provision.

Dispenser: Nabil Saba
Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714- 647-5635

Supplier: OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC One North Lexington Avenue

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OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com White Plains, NY 10601
www.opalfuels.com

Attn: Juan Reina
Phone: 914-421-4900
Email: [email protected] and [email protected]

Dispenser Share:
• $0.67 which includes RIN & LCFS credit values

For purposes of calculating the Dispenser Share, the RNG Contract Quantity shall be measured each month and aggregated over the course of each calendar year of the Delivery Period (each, an “Annual Period”) of this Transaction Confirmation, commencing on the Start Date. Supplier shall pay the Dispenser Share to the Dispenser no later than one hundred and twenty (120) days from the end of the applicable calendar quarter during which the RNG was dispensed by Dispenser at the Station.

1 For avoidance of doubt, Supplier shall provide Dispenser with LCFS Credit Value that is the equivalent of what Dispenser would have received had such LCFS Credits been generated in respect of RNG having a CI Score of -200.

___________________________

RNG Contract Quantity:

Supplier shall supply 100% of the actual volume dispensed at the Station (“Minimum Volume Amount”). The Station is projected to dispense 9,872 MMBtu or approximately 77,000.00 GGE annually. The RNG Contract Quantity shall be measured on a pro-rata basis monthly for purposes of determining compliance with this Transaction Confirmation.

In the event that Supplier fails to supply the Station with RNG at the applicable Minimum Volume Amount, Supplier hereby guarantees payment to Dispenser of the Dispenser Share with respect to the shortfall, i.e., the difference between (i) the amount of RNG supplied by Supplier for the period, and (ii) Minimum Volume Amount.

Dispenser shall advise Supplier promptly of any material changes in business conditions that could result in more than a twenty percent (20%) change in the RNG Contract Quantity on an annual basis. No later than sixty (60) days prior to each annual anniversary date of this Transaction Confirmation, Dispenser and Supplier shall adjust estimates for the aggregate RNG Contract Quantity for the upcoming year which shall be equal to the actual volume dispensed for the immediately preceding year.

Delivery Period:

Start Date: January 1, 2023
End Date: September 30, 2032
List of Station(s):
215 South Center Street Santa Ana, CA 92704

Meter No. and Gas Utilities Serving the Stations to be provided by Dispenser prior to start date and incorporated into this TC No. 1 by Supplier:

Additional Conditions:

None.

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OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com

Each of the Parties caused its authorized representative to execute this TC No.1 where indicated below as of the date first written above.

City of Santa Ana OPAL FUELS STATION SERVICES LLC, f/k/a TruStar Energy LLC

By: _____________________________ By: ___________________________ Name: Kristine Ridge Name:_________________________ Title: City Manager Title: _________________________

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THIS AMENDED AND RESTATED MAINTENANCE

AGREEMENT FOR CNG STATION WITH OPAL FUELS STATION SERVICES

THIS AMENDED AND RESTATED MAINTENANCE AGREEMENT
(“Agreement”) is entered into this 20th day of December 2022, by and between OPAL Fuels Station Services LLC (Formerly TruStar Energy, LLC) (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS

A. The City desires to retain a contractor having special skill and knowledge to des ign, build and maintain a new CNG station to be located at 215 South Center St, Santa Ana, CA 92703 (“Project”).

B. For this purpose, the City issued Request for Proposal No. 20- 095, by which the City invited proposals for the Project. Following evaluation by the City of all the proposals that were submitted, Contractor was selected to complete the Project.

C. On March 2, 2021, the City entered into a Contractor Agreement (Maintenance) with TruStar Energy, LLC to provide operation and maintenance services for a turnkey CNG station (the “Original Maintenance Agreement”).

D. On August 17, 2021, the City entered into Agreement #A- 2021-147 (“Original Design-Build Agreement”) with TruStar Energy, LLC to provide Design, Engineering, Equipment, Construction and Commissioning for a turnkey CNG Station.

E. In 2022, TruStar Energy, LLC changed its name to OPAL Fuels Station Services LLC.

F. Pursuant to the Original Design-Build Agreement, the Project was to be designed and constructed in a two-phase approach given that the City had only secured funding for design (Phase 1), but had not secured funding for construction (Phase 2), which inclu des the equipment procurement, installation of said equipment and construction of the project.

G. The term of the Original Maintenance Agreement was to commence upon completion of activities under the Original Design-Build Agreement.

H. The City has secured full funding for the both phases of the Project, which will allow greater flexibility in design by including a public serving station (industry standard), better meet the needs of the City’s fleet, and reduce long-term fuel costs to the City.

I. Accordingly, City and Contractor have concluded an Amended and Restated Design -Build Agreement for CNG Station, of even date herewith (the “Amended and Restated Design-Build Agreement”)

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J. In the same way, the parties desire to amend the term, compensation and scope of work of the Original Maintenance Agreement, and amend and restate same as provided herein.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES

Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A , attached hereto and incorporated by reference.

2. COMPENSATION

a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A . The total amount to be expended under this Agreement shall not exceed $595,129 during the term of this Agreement, including any extension periods exercised under Section 3. This sum shall be comprised of $54,600 for the first twelve (12) months with an annual increase of 1.9% for the duration of the Term.

b. Payment by City shall be made within forty-five days (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

Within fifteen (15) business days of receipt, City shall notify Contractor in writing if City has any objection to any invoice. City shall be deemed to have approved all invoices for which it has not made a timely written objection.

3. TERM

This Agreement shall become effective upon the City’s acceptance of the CNG station Project via a “Notice of Completion” (“Effective Date”) for a five (5) year term with the option for the City to grant up to a one (1) five (5) year renewal , exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below.

4. PREVAILING WAGES

Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the services being performed are part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

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5. INDEPENDENT CONTRACTOR

Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

6. OWNERSHIP OF MATERIALS

This Agreement creates a non -exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors to agree in writing that City is granted a non -exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

Contractor represents an d warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

7. INSURANCE

Coverage shall be at least as broad as:

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 7 (scheduled), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

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4. Professional Liability (Errors and Omissions) Insurance appropriates to the Contractor’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the Entity.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:

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1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

8. INDEMNIFICATION

Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, c ontractors, special counsel, and representatives from liabilityfor personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise , to the proportionate extent, from the negligent operations of the Contractor , its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement , provided, however, that in no event shall Contractor be obligated to indemnify city for any claims to the proportionate extent caused by the active negligence or willful misconduct of City, its officers, agents, employees, consultants, special counsel, and representatives . . City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

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9. INTELLECTUAL PROPERTY INDEMNIFICATION

Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement.

10. RECORDS

Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contract or shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.

11. CONFIDENTIALITY

If one party (“Recipient”) receives from the other party (“Discloser”) information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Recipient agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exerci se the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care, provided however that Recipient may disclose such information to those of its (and, where applicable, its affiliates’) directors, officers, employees, accountants, attorneys, financial advisors, and financing parties (collectively, “Representatives”) who have a need to know such information or as required by federal and state public disclosure laws. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, th rough no fault of the City or Contractor disclosed in a publicly available source; (c) is in rightful possession of the City or Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. City acknowledges and agrees that some or all of the Confidential Information may be material and/or price sensitive information relating to the securities of Contractor’ s parent company OPAL Fuels Inc. Accordingly, provisions of applicable securities laws may restrict or prohibit transacting in securities of OPAL Fuels Inc. while City is in possession of the Confidential Information. City agrees that it will (and will i nform its Representatives of its obligations to) comply at all times with applicable securities laws and stock exchange regulations, particularly those relating to insider trading and market abuse.

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12. CONFLICT OF INTEREST CLAUSE

13. NONDISCRIMINATION

14. EXCLUSIVITY AND AMENDMENT

This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor . The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

15. ASSIGNMENT

Inasmuch as this Agreement is intended to secure the specialized services of Contractor , Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. Notwithstanding the foregoing, Contractor may collaterally assi gn this Agreement to any entity providing debt or equity financing in conjunction with such financing.

16. TERMINATION

Either party may terminate this Agreement for convenience and without cause upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case

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such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

17. WAIVER

No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, o r remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

18. JURISDICTION - VENUE

19. PROFESSIONAL LICENSES

Contractor shall, throughout the term of this Agreement, maintain all necessary li censes, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
c. If any provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term of this Agreement shall be valid and be enforced to the

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fullest extent permitted by law.
d. No action or failure to act by City or Contractor shall constitute a waiver of a right or duty afforded them under this Agreement, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing

21. NOTICE

Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City:

Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956

With courtesy copies to:

To Contractor:

Opal Fuels Station Services LLC
Attn: Douglas Howell
Vice President of Service & Maintenance
3570 81st Street NW
Oronoco, MN 55960Email: [email protected]

Nabil Saba
Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714- 647-5635

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EXHIBIT A

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Douglas Howell, Vice President of Service & Maintenance 3570 81st Street NW
Oronoco, MN 55960 • 507-208-9278
[email protected]

SERVICE AGREEMENT – ALL INCLUSIVE 100% WARRANTY
10225 Philadelphia Court One North Lexington Ave 3570 81st Street NW Rancho Cucamonga, CA 91730 White Plains, NY 10601 Oronoco, MN 55960

Date: 7/20/2022

City of Santa Ana
215 South Center St
Santa Ana, CA 92703

Location and estimated annual station production:

- 215 South Center St, Santa Ana, CA – 77,000 GGE

The locations referred to in above are referred to herein collectively as the “CNG Stations” and each individually as a “CNG Station.”

SERVICE TYPE INCLUDED IN ALL INCLUSIVE AGREEMENT:

Each visit will include but will not be limited to the elements outlined under the “Preventative Maintenance General Terms”.
• All consumables
• All service parts
• All compressor major and minor rebuilds – including electric motors • All equipment warranty and parts fulfillment – 100% full coverage during the term of the agreement
• All scheduled required labor
• All unscheduled, emergency, labor
• Weekly and Bi-Weekly service visits with a minimum of 5 hours on site at each visit • 365/24/7 station remote monitoring
• On site response time on full station outage – 6 hours or less • On site response time for partial station outage – 24 hours or less • Dedicated service van and technician
• On site storage of daily and weekly required consumables

OPAL Fuels will offer the additional ongoing services related to the installed Public Fueling Dispenser. • OPAL Fuels will service the public Comdata Fuel Management System • Estimated monthly volume – 1,000 Gallons
• The City of Santa Ana will pay the monthly service charge is to keep the Comdata system active to support 3rd party credit cards. The monthly fee to support the Comdata system is included in the total charges identified in the maintenance agreement. • OPAL Fuels will work with the City of Santa Ana Accounting to set up accounts with common credit card companies such as Visa, Mastercard, AMEX and Heartland for Clearing card transactions.

In addition to the annual Comdata activation fee, there is a settlement fee of 3-6% on the amount of fuel dispensed charged by the credit card companies for each card transaction.

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SERVICE AGREEMENT – ALL INCLUSIVE 100% WARRANTY

10225 Philadelphia Court One North Lexington Ave 3570 81st Street NW Rancho Cucamonga, CA 91730 White Plains, NY 10601 Oronoco, MN 55960

The City of Santa Ana will get a check direct from the bank (Clearing House for Credit Cards) with the amount charged to the customer minus the 3-6% fee.

Opal Fuels will install a Wireless Communication Panel on site to provide real time/minute by minute status of each CNG Station. This Communication Panel will log station operation and activity to help predict maintenance failures before they happen. This information will be available on a cloud-based server for both Opal Fuels and the customer. This allows Opal Fuels to provide 365/24/7 station monitoring.

OPAL FUELS SUPPORT:
• For emergency 24-hour service: (844) 236-7562
• For parts & oil: Cathy Cartland, [email protected], D:(678) 283-0213 O:(844) 226-0256 • For billing questions: Valerie Sweig, [email protected], D:(507) 218-4502 O:(844) 226- 0256

PREVENTATIVE MAINTENANCE – GENERAL TERMS:
• A Opal Fuels technician will be on site weekly/bi-weekly to provide maintenance services. • A Opal Fuels technician will visit with the site manager at the beginning of the site visit to get a list of any known deficiencies that require attention and need correction. • Opal Fuels personnel shall prepare and provide the client with a (PM) Service Report at the conclusion of each (PM) or repair event. This report shall detail (PM) activities, actions taken, and list potential future hard parts replacement events. • Opal Fuels shall perform such (PM) services during normal business days and hours of operation. • Opal Fuels personnel will not remove hazardous waste materials (used oil) from customer’s jobsite. Customer shall provide Opal Fuels with approved containers for the disposal of subject hazardous waste materials.
• Opal Fuels will provide 100% parts, service, and warranty on each CNG Station during the Term.

If there is damage created to the station that is not part of ongoing wear and tear of CNG operations, Opal Fuels will invoice for any damaged parts and labor caused by customer negligence such as trucks driving away with connected hoses and equipment hit and damaged by trucks. Prior to invoicing, Opal Fuels will discuss damage with the customer site manager and get sign off for the repairs. Customer will reserve the rights to replace or repair customer damaged items at their own expense.
• Opal Fuels will not be responsible for damages due to acts of nature, such as fire, flood, unusually severe weather, etc., resulting in additional costs due to interruption of electrical power or other utilities, equipment failure or damage reasonably beyond its control. Customer and Opal Fuels shall notify each other as soon as reasonably possible following the occurrence of an event as described. Additional costs for replacement or repair will be discussed with the customer and signed off prior to invoicing.
• All major compressor rebuilds will be done by Ariel or Sauer factory trained and certified compressor master technicians.
• Below are the tasks required to maintain each CNG Station that Opal Fuels will be providing along with weekly inspection reports filled out by the site technicians and made available to the customer.

City Council
16 –
62 12/20/2022

SERVICE AGREEMENT – ALL INCLUSIVE 100% WARRANTY

10225 Philadelphia Court One North Lexington Ave 3570 81st Street NW Rancho Cucamonga, CA 91730 White Plains, NY 10601 Oronoco, MN 55960

PREVENTATIVE MAINTENANCE SCHEDULE- Maintenance Checklist and Duties Guideline performed by Opal Fuels.

Tasks included in PM agreement are done by Opal Fuels factory trained field service technicians.

Compressors & Related Equipment

Logging
• Log running hours
• Log temperatures
• Log suction pressure
• Log inter-stage pressures
• Log oil levels and usage

Compressors
• Check oil consumption and oil levels
• Check leak rate of mechanical seals
• Drain effluents from receiver tank
• Leak check pressurized loop – look and listen for leaks • Run to operating conditions; if able
• Record operating temperatures
• Record operating pressures
• Record motor FLA
• Observe & record unusual conditions
• Observe compressor control operations
• Observe priority or buffer fill operation
• Fill vehicles as available
• Observe dispenser operations
• Check gas dryer operations
• Inspect suction filter; change as required
• Replace all inter-stage filter elements, as applicable to manufacturers requirements • Exchange motion work oil and filter; as applicable and to manufacturers requirements • Clean motion work oil strainer during oil changes
• Inspect clean discharge check valves
• Check inter-stage check valves for contamination
• Clean v-belt grooves of flywheel and motor pulleys
• Check condition of v-belt and belt tension
• Clean/inspection suction/discharge valves of all stages • Grease/lubricate motor bearings
• Check condensate collecting tank for contamination
• Check all flexible hoses for signs of deterioration or damage • Inspect v-belts for proper wear and alignment
• Torque all cylinder heads (machine warm and in standstill condition)

Dispensers- Fast Fill (if applicable)
• Verify on/off switch operations
• Visually inspect tubing, piping, and valves for leaks and abnormalities

City Council
16 –
63 12/20/2022

SERVICE AGREEMENT – ALL INCLUSIVE 100% WARRANTY

10225 Philadelphia Court One North Lexington Ave 3570 81st Street NW Rancho Cucamonga, CA 91730 White Plains, NY 10601 Oronoco, MN 55960

• Check and drain inlet filters
• Check valve sequencing
• Visually inspect all pressure relief devices for signs of failure or leakage • Verify ESD control functions and safety equipment
• Verify on/off switch operations
• Verify ESD control functions
• Verify 4,250-psig maximum fill pressure limits

Dispensers – Time Fill
• Visually inspect tubing, piping, and valves for leaks and abnormalities • Check and drain inlet filters
• Verify ESD control functions and safety equipment

Methane Gas Detection Sensors
• Verify and test operations
• Test equipment to meet OEM design criteria
• Repair and replace defective equipment

Inlet Gas Dryer
• Monthly – Drain pre-filter, blower house, and sump
• Monthly – check differential pressure across pre-filter and after-filter elements. Replace if required when gauge is approaching red zone or 3-5 PSID • Monthly – check dewpoint for reading below -40F. If above, then regenerate dryer • Monthly – check and maintain operating conditions: pressure, flow, temperature within the design of parameters of the dryer.
• Six Months – recalibrate/check span of moisture analyzer • Six Months – replace pre-filter, after-filter, and separator elements if needed • Annually – regenerate dyer, check regeneration cycle to ensure working properly • 1000 Hours – change oil in blower

2000 Hour Intervals
• Post compression coalescing filter element replacement • Compressor frame oil replacement (crankcase oil)
• Compressor frame oil replacement (crankcase oil filter) • Compressor oil strainer element cleaning
• Force feed lubricator box lube oil replacement
• Force feed lubricator filter replacement
• Compressor interstage coalescing filter element replacement • Driver motor lubrication (grease bearings per manufacturers recommendations)

3000 Hour Intervals
• Post compression coalescing filter element replacement

4000 & 8000 Hour Intervals – Compressor Rebuild
• Post compression coalescing filter element replacement • Compressor frame oil replacement (crankcase oil)
• Compressor frame oil replacement (crankcase oil filter) • Compressor oil strainer element cleaning
• Force feed lubricator box lube oil replacement.

City Council
16 –
64 12/20/2022

SERVICE AGREEMENT – ALL INCLUSIVE 100% WARRANTY

10225 Philadelphia Court One North Lexington Ave 3570 81st Street NW Rancho Cucamonga, CA 91730 White Plains, NY 10601 Oronoco, MN 55960

• Force feed lubricator filter replacement
• Compressor interstage coalescing filter element replacement • Driver motor lubrication (grease bearings per manufacturers recommendations) • Compressor valves (rebuild or replace)
• Measure & record all internal critical clearances (per Ariel specifications) • Replace any out of spec components
• Compressor piston ring/rider band replacement
• Compressor packing rebuild or replacement
• Check all compressor critical fasteners for proper torque (nozzles, valve caps, heads, packing cases, etc.)
• Compressor soft foot measure & record (correct if needed per Ariel spec) • Compressor to driver alignment & record (correct if needed per Ariel spec)

City Council
16 –
65 12/20/2022

SERVICE AGREEMENT – ALL INCLUSIVE 100% WARRANTY

10225 Philadelphia Court One North Lexington Ave 3570 81st Street NW Rancho Cucamonga, CA 91730 White Plains, NY 10601 Oronoco, MN 55960

City Council
16 –
66 12/20/2022

SERVICE AGREEMENT – ALL INCLUSIVE 100% WARRANTY

10225 Philadelphia Court One North Lexington Ave 3570 81st Street NW Rancho Cucamonga, CA 91730 White Plains, NY 10601 Oronoco, MN 55960

City Council
16 –
67 12/20/2022

SERVICE AGREEMENT – ALL INCLUSIVE 100% WARRANTY

10225 Philadelphia Court One North Lexington Ave 3570 81st Street NW Rancho Cucamonga, CA 91730 White Plains, NY 10601 Oronoco, MN 55960

City Council
16 –
68 12/20/2022

SERVICE AGREEMENT – ALL INCLUSIVE 100% WARRANTY

10225 Philadelphia Court One North Lexington Ave 3570 81st Street NW Rancho Cucamonga, CA 91730 White Plains, NY 10601 Oronoco, MN 55960

City Council
16 –
69 12/20/2022

SERVICE AGREEMENT – ALL INCLUSIVE 100% WARRANTY

10225 Philadelphia Court One North Lexington Ave 3570 81st Street NW Rancho Cucamonga, CA 91730 White Plains, NY 10601 Oronoco, MN 55960

City Council
16 –
70 12/20/2022

Public Works Agency and Library Services
https://www.santa-ana.org/pw
Item # 17
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: First Street Slope Stabilization Project (Revive Santa Ana)

AGENDA TITLE
Award a Construction Contract to EverLevel Holdings, LLC. in the Amount of $4,482,892 for the First Street Slope Stabilization FY 2021-22 Project with an Estimated Construction Delivery Cost of $5,600,000 (Project No. 22-1341) (Non-General Fund) (Revive Santa Ana Program).

RECOMMENDED ACTION

1. Reject all bids received on February 15, 2022, for construction of the First Street Slope Stabilization Project, due to changes in the scope of work.

2. Reject all bids received on April 5, 2022, for construction of the First Street Slope Stabilization Project, due to changes in the project specifications.

3. Approve an amendment to the Fiscal Year 2022-23 Capital Improvement Program to include $5,600,000 of American Rescue Plan Act (ARPA) funds for the First Street Slope Stabilization Project (22-1341).

4. Award a construction contract to EverLevel Holdings, LLC., the lowest responsible bidder, in accordance with the base bid in the amount of $4,482,892, for construction of the First Street Slope Stabilization Project, for the term beginning December 6, 2022 and ending upon project completion, and authorize the City Manager to execute the contract subject to non-substantive changes approved by the City Manager and the City Attorney.

5. Approve the Project Cost Analysis for a total estimated construction delivery cost of $5,600,000, which includes $4,482,892 for the construction contract, $667,108 for contract administration, inspection and testing, and a $450,000 project contingency for unanticipated or unforeseen work.

DISCUSSION
First Street is a major arterial street and gateway to Downtown Santa Ana. The railroad undercrossing along First Street, between Standard Avenue and Grand Avenue, consists of four dirt slopes. The dirt slopes are severely degraded and eroded, which leads to the

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17 –
1 12/20/2022

Award Construction Contract to EverLevel Holdings, LLC
December 20, 2022

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3 1
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discharge of sediment into the street and City stormdrain system during rain events.

Additionally, encampments that form at the top of the slopes lead to the discharge of trash and debris.

The First Street Slope Stabilization Project (Exhibit 1) includes the installation of decorative concrete along the slopes near the railroad undercrossing, new security fencing, and a stormwater treatment device. The goal of the project is to improve water quality and address stormwater pollution via the stabilization of the dirt slopes, elimination of trespassing and encampments, and installation of a stormwater treatment device. The project will also significantly enhance the aesthetics of this important gateway to Downtown Santa Ana.

Public Outreach and Contractor Participation
During the project design phase, City staff presented four decorative concrete design options to the City’s Environmental and Transportation Advisory Commission (ETAC).

ETAC provided design input and voted on their preferred decorative concrete design, which was used in the final design of the project (Exhibit 6).

This project was originally advertised for bid on January 24, 2022, with bids due on February 15, 2022, however the project was rebid due to a change in the scope of work.

The project was advertised for rebid on March 15, 2022, with bids due on April 5, 2022, however the project was rebid again due to a required change to the project specifications. The project was advertised for a second rebid on September 26, 2022, with bids due on October 18, 2022. The second rebid is being recommended for construction contract award to the lowest responsible bidder, EverLevel Holdings, LLC.

To provide an opportunity for local vendors to submit bids, the City notified 322 regional vendors via PlanetBids, many of which are Santa Ana based. Two vendors requested bidding documents, and a total of two bids were received. No bids were received from Santa Ana contractors.

As legally required, a Notice Inviting Bids was advertised in the Orange County Register newspaper on September 26, 2022, October 3, 2022, and October 10, 2022. The project was also advertised in PlanetBids from September 26, 2022 through October 18, 2022.

Bids were received electronically via PlanetBids on October 18, 2022.

Second Rebid Results Summary
RANK BIDDER’S NAME LOCATION BASE BID
1 EverLevel Holdings, LLC Chino Hills $4,482,892
2 Excel Paving Co Long Beach $5,738,850

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2 12/20/2022

Award Construction Contract to EverLevel Holdings, LLC
December 20, 2022

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A total of two bids were received, both of which were deemed responsive. EverLevel Holdings, LLC. submitted the lowest responsive base bid in the amount of $4,482,892 (Exhibit 2). As specified in the bid documents, the lowest bid shall be determined by the Base Bid.

In the past five years, EverLevel Holdings, LLC. has not performed any work for the City.

Based on the bid analysis and a contractor reference check, staff recommends awarding the construction contract to EverLevel Holdings, LLC. in the amount of the Base Bid, totaling $4,482,892 (Exhibit 3).

Project Delivery
To deliver a complete project, in addition to the construction contract, the estimated total project delivery cost includes construction administration, inspection and testing, along with an allowance for contingencies to account for unexpected or unforeseen conditions.

Construction administration and inspection includes construction management, implementation of the City’s Community Workforce Agreement requirements, inspection of the Contractor’s work to ensure contract compliance, workmanship and quality, and materials testing. As indicated in the Cost Analysis (Exhibit 4) and as summarized in the table below, the estimated total construction delivery cost of the project is $5,600,000.

Project Item Total
Construction Contract $ 4,482,892.00
Construction Administration, Inspection, Testing $ 667,108.00 Contingencies $ 450,000.00
TOTAL CONSTRUCTION DELIVERY COST $ 5,600,000.00
On August 2, 2022, the Santa Ana City Council approved the Revive Santa Ana Spending Plan that included a $5,000,000 allocation of American Rescue Plan Act (ARPA) funds for the First Street Pedestrian Safety Project. Subsequently, $600,000 was reallocated from the Addition of Park/Open Space ARPA project to close the funding gap for this project. Approval of the amendment to the FY 2022-23 Capital Improvement Program (Exhibit 5) will officially incorporate the additional funding for the project into the CIP program.

FISCAL IMPACT
The total estimated construction delivery cost of $5,600,0000, which includes construction, contract administration, inspection, testing, and an authorized contingency.

City Council
17 –
3 12/20/2022

Award Construction Contract to EverLevel Holdings, LLC
December 20, 2022

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The following table summarizes the funds budgeted and available for expenditure to deliver this project.

Fiscal
Year
Accounting Unit -
Account No.
(Project No.)
Fund
Description
Accounting Unit -
Account No.

Description
Amount
Current Available Funding
2022-23 18117013-66220
(Proj. 22-1341)
American
Rescue Plan
Act (ARPA)

ARPA-PWA -
Improvements Other
Than Building
$5,000,000
Project Budget Reallocation
2022-23
18117013-66220
(From Proj. 22-1342
to Proj. 22-1341)
American
Rescue Plan
Act (ARPA)
ARPA_PWA –
Improvements Other
Than Building
$600,000
Total $5,600,000

EXHIBIT(S)

1. Location Map

2. Bid Proposal

3. Construction Contract

4. Cost Analysis

5. FY 2022-23 CIP Sheet

6. Concrete Design
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager

City Council
17 –
4 12/20/2022

PWA

SANTA ANA

PUBLIC WORKS AGENCY
Project No. 22-1341:

First Street Slope Stabilization
Exhibit 1
- Project Location
Legend
EXHIBIT 1

City Council
17 –
5 12/20/2022

CITY OF SANTA ANA

PROPOSAL
PROJECT NO.: 22-1341

FIRST STREET SLOPE STABILIZATION PROJECT

BID PROPOSAL
TO: CITY COUNCIL OF THE CITY OF SANTA ANA
FROM: EverLevel Holdings, LLC
REQUIREMENT:

The undersigned bidder declares that they have carefully examined the location of the proposed wod(, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all mate1ial and do all the w011( required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule:

Item Description Qty Unit
I Clearing and Grubbing 45,193 SF
2 Unclassified Excavation 2,670 CY
and Expo1t of
Excavated Material*
3 Remove Existing 912 LF
Chainlink Fence
4 Slope Inigation System I LS
Removal and
Abandonment
5 Protection of Surface I LS
Utility Frames and
Covers
6 Reinforced Concrete 1,848 CY
Slope Paving
7 Permeable Backfill 812 CY
( Class II Aggregate)
8 Sandstone Lens 15,317 SF
Stamped Concrete with
Integral Color and Anti-
Graffiti Coatino
9 4" -6"Cobblestone 17,375 SF
10 Mortar Bed 17,375 SF
11 River Lens - Exposed 11,401 SF
Aggregate Concrete,
Integral color, and Anti-
Graffiti Coatino
12 8' Tall Securifor 4D 937 LF
Fence and Two (2) - 8'
Access Gates
P-1 of P-21
Unit
Price
$
Io.\.::.
$
100.1:2.
$
!,5';!!.
$
,-o, ooo. !2
$ ..
6"°01 ooo. -
$
C,1 o. !!
$
13S: �
$
1-� �
$

17.�
$
12· �
$

32.£2.
$
zso.e:2.

Amount
$ �o
1-/S/ °I 'SO. -
I
$
J_.(,7 ooo, d"<>
'
$
31 '12-0, f!
I
$
'.)..01 000, !.2
$
$
$
$
$
$
$
$
6""') -000. .e.!.
l, 7 't 2, �,o . .!!.

LO't, '12--0. It!
J92. q2,r;-_ !.! J •
, ..
2-'IS: 3 ,s:-
;i_.oe, s-oo.
3i'-/ fl32.

I
!!-
a.
� .. 2-.3'f 2,S'O. -
I

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Construction Contract 4,482,892.00$
Contract Administration, Inspection and Testing 667,108.00$ Contingencies 450,000.00$
TOTAL ESTIMATED CONSTRUCTION COSTS 5,600,000.00$
CONSTRUCTION OF PROJECT NO. 22-1341: First Street Slope Stabilization

COST ANALYSIS

City Council
17 –
26 12/20/2022

CITY OF SANTA ANA FY
22/23
CIP

CAPITAL IMPROVEMENT PROJECT WORKSHEET
PROJECT DESCRIPTION:

Installation of decorative concrete, a stormwater treatment device, and new security fencing along the First Street railroad undercrossing.

PROJECT NEED:

The railroad undercrossing along First Street, between Standard Avenue and Grand Avenue, consists of four dirt slopes. The dirt slopes are severely eroded, which leads to the discharge of sediment into the street and City stormdrain system during rain events. Additionally, encampments that form at the top of the slopes lead to the discharge of trash and debris. The goal of the project is to improve water quality and address stormwater pollution via the stabilization of the dirt slopes, elimination of trespassing and encampments, and installation of a stormwater treatment device. The project will also significantly enhance the aesthetics of this important gateway to Downtown Santa Ana.

PROJECT TITLE:

First Street Slope Stabilization
Project
PROJECT CATEGORY:

Utility/Drainage/Lighting
Improvements
Storm Drain/Water Quality

LOCATION MAP
AGENCY:

DIVISION:

CONTACT:

DATE:

Public Works
CIP Engineering
Craig Foster, NPDES Manager
04-Nov-2022

PROJECT COSTS
FY 22/23
FY 23/24
FY 24/25
FY 25/26
FY 26/27
FY 27/28
FY 28/29
Construction
5,600,000
-
-
-
-
-
-
TOTAL
5,600,000
-
-
-
-
-
-

SOURCE OF FUNDS
FY 22/23
FY 23/24
FY 24/25
FY 25/26
FY 26/27
FY 27/28
FY 28/29
ARPA Funds
5,600,000
-
-
-
-
-
-
TOTAL
5,600,000
-
-
-
-
-
-

City Council
17 –
27 12/20/2022

CONCEPTUAL

FINAL DESIGN (CONCRETE WILL BE COLORED SIMILAR TO ABOVE)

City Council
17 –
28 12/20/2022

Public Works Agency
www.santa-ana.org/public-works
Item # 18
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Safe Routes to School Davis Elementary Access Compliance

AGENDA TITLE
Award a Construction Contract to Palp, Inc. DBA Excel Paving Company in the Amount of $5,558,420 for the Safe Routes to School Davis Elementary Access Compliance Project with an Estimated Total Delivery Cost of $6,948,025 (Project Nos. 19-6951 and 22-1404) (Non-General Fund) (Revive Santa Ana Program)

RECOMMENDED ACTION

1. Approve an amendment to the Fiscal Year 2021-22 Capital Improvement Program to include $2,114,025 of funding in American Rescue Plan Funds for the Safe Routes to School Davis Elementary Access Compliance project.

2. Award a construction contract to Palp, Inc. DBA Excel Paving Company, the lowest responsible and responsive bidder, in accordance with the base bid in the amount of $5,558,420, for construction of the Safe Routes to School Davis Elementary Access Compliance Project, for a term beginning December 20, 2022 and ending upon project completion, and authorize the City Manager to execute the contract subject to non-substantive changes approved by the City Manager and the City Attorney.

3. Approve the Project Cost Analysis for a total estimated construction delivery cost of $6,948,025, which includes $5,558,420 for the construction contract, $833,000 for contract administration, inspection and testing, and a $556,605 project contingency for unanticipated or unforeseen work.

DISCUSSION
The Safe Routes to School Davis Elementary Access Compliance project will make improvements for pedestrians traveling in the vicinity of Davis Elementary School. The project will take place in the French Court neighborhood, with improvements planned along French Street, Spurgeon Street, Washington Avenue, Penn Way, Bush Street, Poinsettia Street, 14th Street, 15th Street, 16th Street, and 17th Street (Exhibit 1). The purpose of the project is to increase safety and convenience for pedestrians that utilize this corridor, primarily students. Work activities include removing and replacing

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1 12/20/2022

Safe Routes to School Davis Elementary Access Compliance December 20, 2022

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driveways, sidewalks, and curb ramps, and removing some asphalt roadway sections to build concrete build-outs to encourage slower traffic speeds.

The construction scope of work includes installation of bulb-outs at crossings adjacent to Davis Elementary School, reconstruction and installation of curb ramps, sections of sidewalks, curb and gutter, water quality BMPs, signing & striping, construction of PCC pavement, AC pavement and driveways along the safe routes to school (Exhibit 2).

Public Outreach and Contractor Participation
To provide an opportunity for local vendors to submit bids, the City notified a total of 33 regional vendors via PlanetBids, many of which are Santa Ana based. A total of three bids were received however, no bids were received from any Santa Ana contractors.

As legally required, a Notice Inviting Bids was advertised in the Orange County Register newspaper on September 6th and 13th, 2022. The project was also advertised in PlanetBids from September 7th, 2022 through October 5th, 2022. Bids were received electronically via PlanetBids on October 5th, 2022. No formal bid protest was submitted by any bidders during the bid protest period.

Bid Results Summary
RANK BIDDER’S NAME LOCATION BASE BID
1 Palp, Inc DBA Excel Paving
Company Long Beach $5,558,420.00
2 Hardy & Harper, Inc. Lake Forest $6,500,000.00
NR Klassic Engineering and
Construction, Inc. Orange Non-Responsive
A total of three bids were received and of the three bidders, Klassic Engineering and Construction, Inc. was non-responsive. Palp, Inc. DBA Excel Paving Company submitted the lowest responsive base bid in the amount of $5,558,420 (Exhibit 3). As specified in the bid documents, the lowest bid shall be determined on the basis of the Base Bid. Based on the bid analysis and a contractor’s reference check, staff recommends awarding the construction contract to Palp, Inc. DBA Excel Paving Company, in the amount of the base bid totaling $5,558,420 (Exhibit 4). Palp, Inc. DBA Excel Paving Company, has performed the following work in the City of Santa Ana within the past 5 years: Misc. Storm Drain Repairs (Project No. 21-6458), Bush Street Bicycle Blvd. from Civic Center to 17th St. (Project No. 18-9002), Traffic Signal and Bulb-Outs at Bishop-Pacific-Shelton Bicycle Improvements (Project No. 15-6848), 3rd Street Traffic Calming from Birch to Spurgeon (Project No. 15-6606) and Residential Street Repair FY 14/15 Project No. 15-6836).

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2 12/20/2022

Safe Routes to School Davis Elementary Access Compliance December 20, 2022

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Project Delivery
To deliver a complete project, in addition to the construction contract, the estimated total project delivery cost includes construction administration, inspection and testing, along with an allowance for contingencies to account for unexpected or unforeseen conditions. Construction administration and inspection includes construction management; implementation of the federal labor requirements; inspection of the Contractor’s work to ensure contract compliance, workmanship, and quality; and materials testing.

As indicated in the Cost Analysis (Exhibit 5) and as summarized in the table below, the estimated total construction delivery cost of the project is $6,948,025.

Project Item Total
Construction Contract $5,558,420.00
Construction Administration, Inspection, Testing $833,000.00 Project Contingencies $556,605.00
TOTAL CONSTRUCTION DELIVERY COST $6,948,025.00

ENVIRONMENTAL IMPACT
In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER- 2019-38 was filed for the project 19-6951. NEPA Categorical Exemption per Section 23 USC 326 on May 2, 2019. NEPA Categorical Exemption revalidated on January 28, 2022.

FISCAL IMPACT
On August 2, 2022, the City Council approved the Revive Santa Ana Spending Plan that reflected the entire American Rescue Plan Act (ARPA) allocation of local fiscal recovery funds. A $2,114,025 cost savings was subsequently identified from Project 22- 1342 and redirected, by the City Manager’s authorization, to the Safe Routes to School Davis Elementary Access Compliance project, a critical infrastructure, pedestrian and mobility improvement project.

As indicated in the Cost Analysis, the estimated total construction delivery cost of the project is $6,948,025, which includes construction, contract administration, inspection and testing, and authorized contingencies of $1,389,605. All funds are available for expenditure in Fiscal Year 2022-23, however any remaining balances not expended at the end of the fiscal year will be carried forward into FY 2023-24.

The following table summarizes the funds budgeted for expenditure to deliver construction of this project:

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3 12/20/2022

Safe Routes to School Davis Elementary Access Compliance December 20, 2022

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Fiscal
Year
Accounting Unit
- Account No.
(Project No.)
Fund
Description
Accounting Unit - Account
No. Description Amount
Additional Funds:
2022-23
18117013-66220
(To: 22-1404
From: 22-1342)
American
Rescue Plan
Act
ARPA-PWA Improvements
Other Than Building $2,114,025
Existing Budget:
2019-20 14817614-66220
(19-6951) ATP
Active Transportation
Program, Improvements
Other Than Building
$4,834,000
Total $6,948,025

EXHIBIT(S)

1. Location Map

2. CIP Sheet

3. Bid Proposal

4. Construction Contract

5. Cost Analysis
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager

City Council
18 –
4 12/20/2022

PWA

SANTA ANA

PUBLIC WORKS AGENCY
EXHIBIT 1
PAGE 1 OF 1
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ATPSB1L-5063(193)

DAVIS ELEMENTARY ACCESS COMPLIANCE

SAFE ROUTES TO SCHOOL
PROJECT NO. 19-6951:

NLOCATION MAP
(NOT TO SCALE)
EXHIBIT 1

City Council
18 –
5 12/20/2022

CITY OF SANTA ANA CIP

CAPITAL IMPROVEMENT PROJECT WORKSHEET
PROJECT TITLE: PROJECT DESCRIPTION: PROJECT NEED:

Davis Elementary SRTS Installation of bulb-outs at crossings adjacent to Davis Elementary, reconstruction and installation of ADA
compliant curb ramps, sections of sidewalk and
driveways along the safe routes to school (SRTS).

Project is designed to increase pedestrian safety and
mobility.

PROJECT CATEGORY:

Traffic Improvements -
Traffic Safety / Mobility

LOCATION MAP
PROJECT COSTS FY 19/20 FY 20/21 FY 23/24 FY 24/25 FY 25/26FY 21/22 FY 22/23 TOTAL $4,834,000 $ 2,114,025
$ 2,114,025 Construction $4,834,000
FY 20/21 FY 24/25 FY 25/26
ARPA $ 2,114,025
FY 21/22 FY 22/23 FY 23/24SOURCE OF FUNDS FY 19/20
ATP $4,834,000
TOTAL $4,834,000 $ 2,114,025
Public Works Agency CIP Engineering Jason Gabriel, Principal Civil Engineer 02-Dec-2022 AGENCY: DIVISION: CONTACT: DATE:
- 1 -
EXHIBIT 2
 
City Council
 18 – 6
12/20/2022
 

EXHIBIT 3

City Council
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7 12/20/2022

City Council
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8 12/20/2022

City Council
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9 12/20/2022

City Council
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10 12/20/2022

City Council
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11 12/20/2022

City Council
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12 12/20/2022

CITY OF SANTA ANA

CONSTRUCTION CONTRACT
rev. 09/01/2017 Page 1 of 4
PROJECT 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE This CONSTRUCTION CONTRACT is made and entered into this 20th day of December, 2022 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter “CITY”), and Palp, Inc. DBA Excel Paving Company (hereinafter “CONTRACTOR”).

WITNESSETH:

The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows:

1. CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Safe Routes to School Davis Elementary Access Compliance Project (hereinafter referred to as the “WORK OF IMPROVEMENT”) identified in and in accordance with the Contract Documents prepared by the City’s Public Works Agency and approved by the City Council.

2. The complete Construction Contract consists of the “Contract Documents” as defined by the Standard Specifications for Public Works Construction and which include the following:
• Notice Inviting Bids
• Information to Bidders
• Bid Proposal
• Bid Bond
• Contract Form
• Contract Bonds
• General Provisions
• Special Provisions
• Technical Provisions and Project Plans
• Community Workforce Agreement
• Appendices
In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction.

3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed Five Million Five Hundred and Fifty Eight Thousand Four Hundred and Twenty Dollars and No Cents ($5,558,420.00), as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit “A.” The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable.

EXHIBIT 4

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13 12/20/2022

P age 2 of 4

4. CONTRACTOR agrees to complete the WORK OF IMPROVEMENT within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit “D”) including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed.

5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the WORK OF IMPROVEMENT a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law.

6. If applicable, the CONTR ACTOR shall adhere to the CITY’S Community Workforce Agreement (CWA), a pre-hire collective bargaining agreement, which establishes the labor relations policies and procedures for CONTRACTOR to follow in the crafts persons employed to complete the WORK OF IMPROVEMENT as more fully described in the CWA. The CWA may be found on the City’s website at: http://www.santa-ana.org/pwa/documents/CWA.pdf

7. CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY.

8. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price.

9. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liab ility Insurance and Worker’s Compensation Insurance as outlined in the General Provisions, to be approved by the CITY.

10. INDEMNIFICATION.

To the fullest extent allowed by law, CONTRACTOR and its Subcontractors hereby agree to defend, indemnify, and hold harmless CITY, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinaf ter collectively referred to as "Indemnitees"), through legal counsel acceptable to CITY, from and against any liability, claims, actions, costs, damages or losses, including reasonable costs and attorney’s fees, for injury, including death to any person or damage to any property, arising directly or indirectly from, or in any manner relating to, any of the following:
(i) Performance or nonperformance of the Work of Improvement by CONTRACTOR or its Subcontractors of any lower tier;
(ii) Performance or nonperformance by CONTRACTOR or its Subcontractors of any lower tier, of any of the obligations under the Contract Documents;

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(iii) The construction activities of CONTRACTOR or its Subcontractors of any lower tier , either on the project site or on other properties;
(iv) The payment or nonpayme nt by CONTRACTOR of any of its Subcontractors of any lower tier, for Work of Improvement performed on or off the project site; and (v) Any personal injury, property damage or economic loss to third persons related to and arising from the performance or nonperf ormance by CONTRACTOR or its Subcontractors of any lower tier, of the Work of Improvement.
(vi) The indemnity obligations of Subcontractors provided by this Section shall be included in all subcontract documents issued by CONTRACTOR.

Nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of CONTRACTOR against CITY or any other Indemnitee.

11. FEDERAL PROVISIONS.

The federal prevailing wage rates are attached hereto as Exhibit “B ” and incorporated herein by this reference. When the federal prevailing wage rates and California prevailing wage rates differ for similar kinds of labor, the CONTRACTOR shall not pay less than the higher rate.

The provisions of Form FHWA 1273 apply to thi s Construction Contract and all work performed by the CONTRACTOR and its subcontractor and lower tier subcontractors and is attached hereto as Exhibit “C” and incorporated herein by this reference.

The CONTRACTOR shall comply with all federal requirements including, but not limited to, the Federal- Aid Contract Provisions attached hereto as Exhibit “D” and incorporated herein by this reference.

With respect to any conflict between such federal requirements and the Contract Documents and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control

12. USE OF CSLFRF FUNDS.

Funds from the Coronavirus State Fiscal Recovery Fund and/or the Coronavirus Local Fiscal Recovery Fund, together known as the Coronavirus State and Local Fiscal Recovery Funds (“CSLFRF”) program, will be used to fund all or a portion of this Construction Contract. CONTRACTOR shall comply with all applicable federal requirements including, but not limited to, the following, all of which are expressly incorporated herein by reference:
a. Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021 (the “Act”);
b. U.S. Department of the Treasury (“Treasury”) Final Rule for the Act; c. Treasury Compliance and Reporting Guidance for the Act; d. 2 C.F.R. Part 200 – Uniform Adm inistrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, other than such provisions as the U.S. Department of the

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Treasury may determine are inapplicable to the CSLFRF program and subject to such exceptions as may be otherwise provided by the U.S. Department of the Treasury; e. Treasury Coronavirus Local Fiscal Recovery Fund Award Terms and Conditions; and f. Federal contract provisions attached hereto as Exhibit “E” and incorporated herein by reference.

Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in this Construction Contract. With respect to any conflict between such federal requirements and the terms of this Construction Contract and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control.

IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written.

ATTEST: CITY OF SANTA ANA

KRISTINE RIDGE
Clerk of the Council City Manager
APPROVED AS TO FORM:

SONIA R. CARVALHO CONTRACTOR:

City Attorney Palp, Inc. DBA Excel Paving Company
By:

JOHN M. FUNK NAME:

Chief Assistant City Attorney TITLE:

RECOMMENDED FOR APPROVAL:

NABIL SABA, PE
Executive Director
Public Works Agency

City Council
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16 12/20/2022

Exhibit A

City Council
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17 12/20/2022

City Council
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18 12/20/2022

City Council
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19 12/20/2022

City Council
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20 12/20/2022

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EXHIBIT B

City Council
18 –
21 12/20/2022

City Council
18 –
22 12/20/2022

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City Council
18 –
23 12/20/2022

City Council
18 –
24 12/20/2022

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City Council
18 –
25 12/20/2022

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City Council
18 –
26 12/20/2022

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City Council
18 –
27 12/20/2022

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City Council
18 –
28 12/20/2022

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City Council
18 –
29 12/20/2022

City Council
18 –
30 12/20/2022

City Council
18 –
31 12/20/2022

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City Council
18 –
32 12/20/2022

City Council
18 –
33 12/20/2022

City Council
18 –
34 12/20/2022

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City Council
18 –
35 12/20/2022

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/i255/i255/i255/i255/i255/74/75/59/76/65/i255/87/64/64/64/64/64/64/64/64/64/64/64/64/64/64/64/64/64/64/64/64/64/97/i255/95/87/64/100/63/i255/i255/i255/i255/i255/i255/i255/i255/i255/i255/i255/i255/88/87/64/90/88/i255 /i255/i255/i255/i255/i255/74/75/59/76/65/i255/88/64/64/64/64/64/64/64/64/64/64/64/64/64/64/64/64/64/64/64/64/64/97/i255/95/90/64/88/63/i255/i255/i255/i255/i255/i255/i255/i255/i255/i255/i255/i255/88/87/64/90/88/i255

City Council
18 –
36 12/20/2022

City Council
18 –
37 12/20/2022

City Council
18 –
38 12/20/2022

City Council
18 –
39 12/20/2022

City Council
18 –
40 12/20/2022

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City Council
18 –
41 12/20/2022

City Council
18 –
42 12/20/2022

1 FHWA-1273 -- Revised July 5, 2022
REQUI

RED CONTRACT PROVISIONS

FEDERAL-AID CONSTRUCTION CONTRACTS
I. Gene
ral
II. Nondiscrimination
III. Non- segregated Facilities
IV. Davis-Bacon and Related Act Provisions
V. Contract Work Hours and Safety Standards Act
Provisions
VI. Subletting or Assigning the Contract
VII. Safety: Accident Prevention
VIII. False Statements Concerning Highway Projects
IX. Implementation of Clean Air Act and Federal Water
Pollution Control Act
X. Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion
XI. Certification Regarding Use of Contract Funds for
Lobbying
XII. Use of United States- Flag Vessels:

ATTAC
HMENTS
A. Empl
oyment and Materials Preference for Appalachian
Development Highway System or Appalachian Local Access
Road Contracts (included in Appalachian contracts only) I. GENE
RAL

1. Form
FHWA-1273 must be physically incorporated in each
construction contract funded under title 23, United States Code, as required in 23 CFR 633.102(b) (excluding
emergency contracts solely intended for debris removal). The contractor (or subcontractor) must insert this form in each subcontract and further require its inclusion in all lower tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services). 23 CFR 633.102(e).

The appli
cable requirements of Form FHWA-1273 are
incorporated by reference for work done under any purchase order, rental agreement or agreement for other services. The prime contractor shall be responsible for compliance by any subcontractor, lower-tier subcontractor or service provider. 23 CFR 633.102(e).

Form FH
WA-1273 must be included in all Federal-aid design-
build contracts, in all subcontracts and in lower tier
subcontracts (excluding subcontracts for design services, purchase orders, rental agreements and other agreements for supplies or services) in accordance with 23 CFR 633.102. The design-builder shall be responsible for compliance by any subcontractor, lower-tier subcontractor or service provider.

Contracti
ng agencies may reference Form FHWA-1273 in
solicitation-for-bids or request-for-proposals documents, however, the Form FHWA-1273 must be physically
incorporated (not referenced) in all contracts, subcontracts and lower-tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services related to a construction contract). 23 CFR 633.102(b).

2. Subjec
t to the applicability criteria noted in the following
sections, these contract provisions shall apply to all work performed on the contract by the contractor's own organization and with the assistance of workers under the contractor's immediate superintendence and to all work performed on the contract by piecework, station work, or by subcontract. 23 CFR 633.102(d).

3. A breac
h of any of the stipulations contained in these
Required Contract Provisions may be sufficient grounds for withholding of progress payments, withholding of final
payment, termination of the contract, suspension / debarment or any other action determined to be appropriate by the contracting agency and FHWA.

4. Selec
tion of Labor: During the performance of this contract, the contractor shall not use convict labor for any purpose within the limits of a construction project on a Federal-aid highway unless it is labor performed by convicts who are on parole, supervised release, or probation. 23 U.S.C. 114(b).

The term Federal-aid highway does not include roadways
functionally classified as local roads or rural minor collectors. 23 U.S.C. 101(a).

II. NONDIS
CRIMINATION (23 CFR 230.107(a); 23 CFR Part
230, Subpart A, Appendix A; EO 11246)
The prov
isions of this section related to 23 CFR Part 230,
Subpart A, Appendix A are applicable to all Federal-aid construction contracts and to all related construction
subcontracts of $10,000 or more. The provisions of 23 CFR Part 230 are not applicable to material supply, engineering, or architectural service contracts.

In addition, the c
ontractor and all subcontractors must comply
with the following policies: Executive Order 11246, 41 CFR Part 60, 29 CFR Parts 1625-1627, 23 U.S.C. 140, Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d et seq.), and related regulations including 49 CFR Parts 21, 26, and 27; and 23 CFR Parts 200, 230, and 633.

The contr
actor and all subcontractors must comply with: the
requirements of the Equal Opportunity Clause in 41 CFR 60-

1.4(b) and, for all construction contracts exceeding $10,000, the Standard Federal Equal Employment Opportunity
Construction Contract Specifications in 41 CFR 60-4.3.

Note: The U.S
. Department of Labor has exclusive authority to
determine compliance with Executive Order 11246 and the policies of the Secretary of Labor including 41 CFR Part 60, and 29 CFR Parts 1625-1627. The contracting agency and the FHWA have the authority and the responsibility to ensure compliance with 23 U.S.C. 140, Section 504 of the
Rehabilitation Act of 1973, as amended (29 U.S.C. 794), and Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d et seq.), and related regulations including 49 CFR Parts 21, 26, and 27; and 23 CFR Parts 200, 230, and 633.

The followi
ng provision is adopted from 23 CFR Part 230,
Subpart A, Appendix A, with appropriate revisions to conform to the U.S. Department of Labor (US DOL) and FHWA
requirements.

EXHIBIT C

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2 1. Equal Employment Opportunity: Equal Employment
Opportunity (EEO) requirements not to discriminate and to take affirmative action to assure equal opportunity as set forth under laws, executive orders, rules, regulations (see 28 CFR Part 35, 29 CFR Part 1630, 29 CFR Parts 1625-1627, 41 CFR Part 60 and 49 CFR Part 27) and orders of the Secretary of Labor as modified by the provisions prescribed herein, and imposed pursuant to 23 U.S.C. 140, shall constitute the EEO and specific affirmative action standards for the contractor's project activities under this contract. The provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) set forth under 28 CFR Part 35 and 29 CFR Part 1630 are incorporated by reference in this contract. In the execution of this contract, the contractor agrees to comply with the following minimum specific requirement activities of EEO:

a. The contractor will work with the contracting agency and the Federal Government to ensure that it has made every good faith effort to provide equal opportunity with respect to all of its terms and conditions of employment and in their review of activities under the contract. 23 CFR 230.409 (g)(4) & (5).

b. The contractor will accept as its operating policy the following statement:

"It is the policy of this Company to assure that applicants are employed, and that employees are treated during
employment, without regard to their race, religion, sex, sexual orientation, gender identity, color, national origin, age or disability. Such action shall include: employment,
upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship, pre-apprenticeship, and/or on-the-job
training."

2. EEO Officer: The contractor will designate and make known to the contracting officers an EEO Officer who will have the responsibility for and must be capable of effectively administering and promoting an active EEO program and who must be assigned adequate authority and responsibility to do so.

3. Dissemination of Policy: All members of the contractor's staff who are authorized to hire, supervise, promote, and discharge employees, or who recommend such action or are substantially involved in such action, will be made fully cognizant of and will implement the contractor's EEO policy and contractual responsibilities to provide EEO in each grade and classification of employment. To ensure that the above agreement will be met, the following actions will be taken as a minimum:

a. Periodic meetings of supervisory and personnel office employees will be conducted before the start of work and then not less often than once every six months, at which time the contractor's EEO policy and its implementation will be
reviewed and explained. The meetings will be conducted by the EEO Officer or other knowledgeable company official.

b. All new supervisory or personnel office employees will be given a thorough indoctrination by the EEO Officer, covering all major aspects of the contractor's EEO obligations within thirty days following their reporting for duty with the contractor.

c. All personnel who are engaged in direct recruitment for the project will be instructed by the EEO Officer in the contractor's procedures for locating and hiring minorities and women.

d. Notices and posters setting forth the contractor's EEO policy will be placed in areas readily accessible to employees, applicants for employment and potential employees.

e. The contractor's EEO policy and the procedures to
implement such policy will be brought to the attention of employees by means of meetings, employee handbooks, or
other appropriate means.

4. Recruitment: When advertising for employees, the
contractor will include in all advertisements for employees the notation: "An Equal Opportunity Employer." All such
advertisements will be placed in publications having a large circulation among minorities and women in the area from which the project work force would normally be derived.

a. The contractor will, unless precluded by a valid
bargaining agreement, conduct systematic and direct
recruitment through public and private employee referral sources likely to yield qualified minorities and women. To meet this requirement, the contractor will identify sources of potential minority group employees and establish with such identified sources procedures whereby minority and women applicants may be referred to the contractor for employment consideration.

b. In the event the contractor has a valid bargaining
agreement providing for exclusive hiring hall referrals, the contractor is expected to observe the provisions of that agreement to the extent that the system meets the contractor's compliance with EEO contract provisions. Where
implementation of such an agreement has the effect of
discriminating against minorities or women, or obligates the contractor to do the same, such implementation violates Federal nondiscrimination provisions.

c. The contractor will encourage its present employees to refer minorities and women as applicants for employment.

Information and procedures with regard to referring such applicants will be discussed with employees.

5. Personnel Actions: Wages, working conditions, and
employee benefits shall be established and administered, and personnel actions of every type, including hiring, upgrading, promotion, transfer, demotion, layoff, and termination, shall be taken without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age or disability.

The following procedures shall be followed:

a. The contractor will conduct periodic inspections of project sites to ensure that working conditions and employee facilities do not indicate discriminatory treatment of project site personnel.

b. The contractor will periodically evaluate the spread of wages paid within each classification to determine any
evidence of discriminatory wage practices.

c. The contractor will periodically review selected personnel actions in depth to determine whether there is evidence of discrimination. Where evidence is found, the contractor will promptly take corrective action. If the review indicates that the discrimination may extend beyond the actions reviewed, such corrective action shall include all affected persons.

d. The contractor will promptly investigate all complaints of alleged discrimination made to the contractor in connection with its obligations under this contract, will attempt to resolve such complaints, and will take appropriate corrective action

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3 within a reasonable time. If the investigation indicates that the discrimination may affect persons other than the complainant, such corrective action shall include such other persons. Upon completion of each investigation, the contractor will inform every complainant of all of their avenues of appeal.

6. Training and Promotion:

a. The contractor will assist in locating, qualifying, and increasing the skills of minorities and women who are
applicants for employment or current employees. Such efforts should be aimed at developing full journey level status employees in the type of trade or job classification involved.

b. Consistent with the contractor's work force requirements and as permissible under Federal and State regulations, the contractor shall make full use of training programs (i.e., apprenticeship and on-the-job training programs for the geographical area of contract performance). In the event a special provision for training is provided under this contract, this subparagraph will be superseded as indicated in the special provision. The contracting agency may reserve
training positions for persons who receive welfare assistance in accordance with 23 U.S.C. 140(a).

c. The contractor will advise employees and applicants for employment of available training programs and entrance
requirements for each.

d. The contractor will periodically review the training and promotion potential of employees who are minorities and women and will encourage eligible employees to apply for such training and promotion.

7. Unions: If the contractor relies in whole or in part upon unions as a source of employees, the contractor will use good faith efforts to obtain the cooperation of such unions to increase opportunities for minorities and women. 23 CFR 230.409. Actions by the contractor, either directly or through a contractor's association acting as agent, will include the procedures set forth below:

a. The contractor will use good faith efforts to develop, in cooperation with the unions, joint training programs aimed toward qualifying more minorities and women for membership in the unions and increasing the skills of minorities and women so that they may qualify for higher paying employment.

b. The contractor will use good faith efforts to incorporate an EEO clause into each union agreement to the end that such union will be contractually bound to refer applicants without regard to their race, color, religion, sex, sexual orientation, gender identity, national origin, age, or disability.

c. The contractor is to obtain information as to the referral practices and policies of the labor union except that to the extent such information is within the exclusive possession of the labor union and such labor union refuses to furnish such information to the contractor, the contractor shall so certify to the contracting agency and shall set forth what efforts have been made to obtain such information.

d. In the event the union is unable to provide the contractor with a reasonable flow of referrals within the time limit set forth in the collective bargaining agreement, the contractor will, through independent recruitment efforts, fill the employment vacancies without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age, or disability; making full efforts to obtain qualified and/or qualifiable minorities and women. The failure of a union to provide sufficient referrals (even though it is obligated to provide exclusive referrals under the terms of a collective bargaining agreement) does not relieve the contractor from the
requirements of this paragraph. In the event the union referral practice prevents the contractor from meeting the obligations pursuant to Executive Order 11246, as amended, and these special provisions, such contractor shall immediately notify the contracting agency.

8. Reasonable Accommodation for Applicants /
Employees with Disabilities: The contractor must be familiar with the requirements for and comply with the Americans with Disabilities Act and all rules and regulations established thereunder. Employers must provide reasonable
accommodation in all employment activities unless to do so would cause an undue hardship.

9. Selection of Subcontractors, Procurement of Materials and Leasing of Equipment: The contractor shall not
discriminate on the grounds of race, color, religion, sex, sexual orientation, gender identity, national origin, age, or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The
contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract.

a. The contractor shall notify all potential subcontractors, suppliers, and lessors of their EEO obligations under this contract.

b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.

10. Assurances Required :

a. The requirements of 49 CFR Part 26 and the State
DOT’s FHWA-approved Disadvantaged Business Enterprise
(DBE) program are incorporated by reference.

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 administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems
appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying the contractor from future bidding as non- responsible.
c. The Title VI and nondiscrimination provisions of U.S.

DOT Order 1050.2A at Appendixes A and E are incorporated by reference. 49 CFR Part 21.

11. Records and Reports: The contractor shall keep such records as necessary to document compliance with the EEO requirements. Such records shall be retained for a period of three years following the date of the final payment to the contractor for all contract work and shall be available at reasonable times and places for inspection by authorized representatives of the contracting agency and the FHWA.

a. The records kept by the contractor shall document the following:

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4 (1) The number and work hours of minority and non-
minority group members and women employed in each work
classification on the project;

(2) The progress and efforts being made in cooperation
with unions, when applicable, to increase employment
opportunities for minorities and women; and

(3) The progress and efforts being made in locating, hiring, training, qualifying, and upgrading minorities and women.

b. The contractors and subcontractors will submit an annual report to the contracting agency each July for the duration of the project indicating the number of minority, women, and non- minority group employees currently engaged in each work classification required by the contract work. This information is to be reported on Form FHWA-1391. The staffing data should represent the project work force on board in all or any part of the last payroll period preceding the end of July. If on-the-job training is being required by special provision, the contractor will be required to collect and report training data. The employment data should reflect the work force on board during all or any part of the last payroll period preceding the end of July.

III. NONSEGREGATED FACILITIES

This provision is applicable to all Federal-aid construction contracts and to all related construction subcontracts of more than $10,000. 41 CFR 60-1.5.

As prescribed by 41 CFR 60-1.8, the contractor must ensure that facilities provided for employees are provided in such a manner that segregation on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin cannot result. The contractor may neither require such segregated use by written or oral policies nor tolerate such use by employee custom. The contractor's obligation extends further to ensure that its employees are not assigned to perform their services at any location under the contractor's control where the facilities are segregated. The term "facilities" includes waiting rooms, work areas, restaurants and other eating areas, time clocks, restrooms, washrooms, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas,
transportation, and housing provided for employees. The contractor shall provide separate or single-user restrooms and necessary dressing or sleeping areas to assure privacy
between sexes.

IV. DAVIS-BACON AND RELATED ACT PROVISIONS
This section is applicable to all Federal-aid construction projects exceeding $2,000 and to all related subcontracts and lower-tier subcontracts (regardless of subcontract size), in accordance with 29 CFR 5.5. The requirements apply to all projects located within the right-of-way of a roadway that is functionally classified as Federal-aid highway. 23 U.S.C. 113.

This excludes roadways functionally classified as local roads or rural minor collectors, which are exempt. 23 U.S.C. 101.

Where applicable law requires that projects be treated as a project on a Federal-aid highway, the provisions of this subpart will apply regardless of the location of the project. Examples include: Surface Transportation Block Grant Program projects funded under 23 U.S.C. 133 [excluding recreational trails projects], the Nationally Significant Freight and Highway Projects funded under 23 U.S.C. 117, and National Highway Freight Program projects funded under 23 U.S.C. 167.

The following provisions are from the U.S. Department of Labor regulations in 29 CFR 5.5 “Contract provisions and related matters” with minor revisions to conform to the FHWA- 1273 format and FHWA program requirements.

1. Minimum wages (29 CFR 5.5)
a. All laborers and mechanics employed or working upon the site of the work, will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the
Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics.

Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph 1.d. of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period.

Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each
classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed.

The wage determination (including any additional classification and wage rates conformed under paragraph 1.b. of this
section) and the Davis-Bacon poster (WH–1321) shall be
posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers.
b. (1) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met:
(i) The work to be performed by the classification
requested is not performed by a classification in the wage determination; and
(ii) The classification is utilized in the area by the
construction industry; and

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5 (iii) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination.
(2) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their
representatives, and the contracting officer agree on the classification and wage rate (including the amount
designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, U.S.

Department of Labor, Washington, DC 20210. The
Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary.
(3) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount
designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination.

The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary.
(4) The wage rate (including fringe benefits where
appropriate) determined pursuant to paragraphs 1.b.(2) or

1.b.(3) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification.
c. Whenever the minimum wage rate prescribed in the
contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof.
d. If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program.

2. Withholding (29 CFR 5.5)
The contracting agency shall upon its own action or upon written request of an authorized representative of the
Department of Labor, withhold or cause to be withheld from the contractor under this contract, or any other Federal contract with the same prime contractor, or any other federally- assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be
considered necessary to pay laborers and mechanics,
including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the contracting agency may, after written notice to the contractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased.

3. Payrolls and basic records (29 CFR 5.5)
a. Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the
Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis- Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs.
b. (1) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the contracting agency. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH–347 is
available for this purpose from the Wage and Hour Division Web site. The prime contractor is responsible for the
submission of copies of payrolls by all subcontractors.

Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the contracting agency for transmission to the State DOT, the FHWA or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the contracting agency. (2) Each payroll submitted shall be accompanied by a
“Statement of Compliance,” signed by the contractor or

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6 subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following:
(i) That the payroll for the payroll period contains the information required to be provided under 29 CFR

5.5(a)(3)(ii), the appropriate information is being
maintained under 29 CFR 5.5(a)(3)(i), and that such
information is correct and complete;
(ii) That each laborer or mechanic (including each
helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than
permissible deductions as set forth in 29 CFR part 3;
(iii) That each laborer or mechanic has been paid not
less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination
incorporated into the contract.
(3) The weekly submission of a properly executed
certification set forth on the reverse side of Optional Form WH–347 shall satisfy the requirement for submission of the “Statement of Compliance” required by paragraph 3.b.(2) of this section.
(4) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under 18 U.S.C. 1001 and 31 U.S.C. 231.
c. The contractor or subcontractor shall make the records required under paragraph 3.a. of this section available for inspection, copying, or transcription by authorized
representatives of the contracting agency, the State DOT, the FHWA, or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the FHWA may, after written notice to the contractor, the contracting agency or the State DOT, take such action as may be necessary to
cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12.

4. Apprentices and trainees (29 CFR 5.5)
a. Apprentices (programs of the USDOL).

Apprentices will be permitted to work at less than the
predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship
program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship
Training, Employer and Labor Services or a State
Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice.

The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the
classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is
performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed.

Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination.

Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the
apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable
classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination.

In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency
recognized by the Office, withdraws approval of an
apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved.
b. Trainees (programs of the USDOL).

Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S.

Department of Labor, Employment and Training
Administration.

The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the
Employment and Training Administration.

Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the
Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the

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7 corresponding journeyman wage rate on the wage
determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed.

In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed.

In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved.
c. Equal employment opportunity. The utilization of
apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity
requirements of Executive Order 11246, as amended, and 29 CFR part 30.
d. Apprentices and Trainees (programs of the U.S. DOT).

Apprentices and trainees working under apprenticeship and skill training programs which have been certified by the Secretary of Transportation as promoting EEO in connection with Federal-aid highway construction programs are not
subject to the requirements of paragraph 4 of this Section IV. 23 CFR 230.111(e)(2). The straight time hourly wage rates for apprentices and trainees under such programs will be
established by the particular programs. The ratio of
apprentices and trainees to journeymen shall not be greater than permitted by the terms of the particular program.

5. Compliance with Copeland Act requirements. The
contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract as provided in 29 CFR 5.5.

6. Subcontracts. The contractor or subcontractor shall insert Form FHWA-1273 in any subcontracts and also require the subcontractors to include Form FHWA-1273 in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5.

7. Contract termination: debarment. A breach of the
contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.

8. Compliance with Davis-Bacon and Related Act
requirements. All rulings and interpretations of the Davis- Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract as provided in 29 CFR 5.5.

9. Disputes concerning labor standards. As provided in 29 CFR 5.5, disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their
representatives.

10. Certification of eligibility (29 CFR 5.5)
a. By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1).
b. No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). c. The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001.

V. CONTRACT WORK HOURS AND SAFETY STANDARDS
ACT
Pursuant to 29 CFR 5.5(b), the following clauses apply to any Federal-aid construction contract in an amount in excess of $100,000 and subject to the overtime provisions of the
Contract Work Hours and Safety Standards Act. These
clauses shall be inserted in addition to the clauses required by 29 CFR 5.5(a) or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchmen and guards.

1. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any
workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 29 CFR

5.5. 2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph 1 of this section, the contractor and any
subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and
guards, employed in violation of the clause set forth in paragraph 1 of this section, in the sum currently provided in 29 CFR 5.5(b)(2)* for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph 1 of this section. 29 CFR 5.5.
* $27 as of January 23, 2019 (See 84 FR 213-01, 218) as may be adjusted annually by the Department of Labor; pursuant to the Federal Civil Penalties Inflation Adjustment Act of 1990).

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8 3. Withholding for unpaid wages and liquidated damages.

The FHWA or the contacting agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the
contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be
necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph 2 of this section. 29 CFR 5.5.

4. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs 1 through 4 of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs 1 through 4 of this section. 29 CFR 5.5.

VI. SUBLETTING OR ASSIGNING THE CONTRACT

This provision is applicable to all Federal-aid construction contracts on the National Highway System pursuant to 23 CFR 635.116.

1. The contractor shall perform with its own organization contract work amounting to not less than 30 percent (or a greater percentage if specified elsewhere in the contract) of the total original contract price, excluding any specialty items designated by the contracting agency. Specialty items may be performed by subcontract and the amount of any such
specialty items performed may be deducted from the total original contract price before computing the amount of work required to be performed by the contractor's own organization (23 CFR 635.116).

a. The term “perform work with its own organization” in paragraph 1 of Section VI refers to workers employed or leased by the prime contractor, and equipment owned or
rented by the prime contractor, with or without operators.

Such term does not include employees or equipment of a
subcontractor or lower tier subcontractor, agents of the prime contractor, or any other assignees. The term may include payments for the costs of hiring leased employees from an employee leasing firm meeting all relevant Federal and State regulatory requirements. Leased employees may only be
included in this term if the prime contractor meets all of the following conditions: (based on longstanding interpretation)

(1) the prime contractor maintains control over the
supervision of the day-to-day activities of the leased
employees;
(2) the prime contractor remains responsible for the quality of the work of the leased employees;
(3) the prime contractor retains all power to accept or exclude individual employees from work on the project; and (4) the prime contractor remains ultimately responsible for the payment of predetermined minimum wages, the
submission of payrolls, statements of compliance and all other Federal regulatory requirements.

b. "Specialty Items" shall be construed to be limited to work that requires highly specialized knowledge, abilities, or equipment not ordinarily available in the type of contracting organizations qualified and expected to bid or propose on the contract as a whole and in general are to be limited to minor components of the overall contract. 23 CFR 635.102.

2. Pursuant to 23 CFR 635.116(a), the contract amount upon which the requirements set forth in paragraph (1) of Section VI is computed includes the cost of material and manufactured products which are to be purchased or produced by the
contractor under the contract provisions.

3. Pursuant to 23 CFR 635.116(c), the contractor shall furnish (a) a competent superintendent or supervisor who is employed by the firm, has full authority to direct performance of the work in accordance with the contract requirements, and is in charge of all construction operations (regardless of who performs the work) and (b) such other of its own organizational resources (supervision, management, and engineering services) as the contracting officer determines is necessary to assure the performance of the contract.

4. No portion of the contract shall be sublet, assigned or otherwise disposed of except with the written consent of the contracting officer, or authorized representative, and such consent when given shall not be construed to relieve the contractor of any responsibility for the fulfillment of the contract. Written consent will be given only after the contracting agency has assured that each subcontract is evidenced in writing and that it contains all pertinent provisions and requirements of the prime contract. (based on long- standing interpretation of 23 CFR 635.116).

5. The 30-percent self-performance requirement of paragraph (1) is not applicable to design-build contracts; however, contracting agencies may establish their own self-performance requirements. 23 CFR 635.116(d).

VII. SAFETY: ACCIDENT PREVENTION

This provision is applicable to all Federal-aid construction contracts and to all related subcontracts.

1. In the performance of this contract the contractor shall comply with all applicable Federal, State, and local laws governing safety, health, and sanitation (23 CFR Part 635).

The contractor shall provide all safeguards, safety devices and protective equipment and take any other needed actions as it determines, or as the contracting officer may determine, to be reasonably necessary to protect the life and health of
employees on the job and the safety of the public and to protect property in connection with the performance of the work covered by the contract. 23 CFR 635.108.

2. It is a condition of this contract, and shall be made a condition of each subcontract, which the contractor enters into pursuant to this contract, that the contractor and any
subcontractor shall not permit any employee, in performance of the contract, to work in surroundings or under conditions which are unsanitary, hazardous or dangerous to his/her health or safety, as determined under construction safety and health standards (29 CFR Part 1926) promulgated by the
Secretary of Labor, in accordance with Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3704). 29 CFR 1926.10.

3. Pursuant to 29 CFR 1926.3, it is a condition of this contract that the Secretary of Labor or authorized representative thereof, shall have right of entry to any site of contract performance to inspect or investigate the matter of compliance

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9 with the construction safety and health standards and to carry out the duties of the Secretary under Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3704).

VIII. FALSE STATEMENTS CONCERNING HIGHWAY

PROJECTS

This provision is applicable to all Federal-aid construction contracts and to all related subcontracts.

In order to assure high quality and durable construction in conformity with approved plans and specifications and a high degree of reliability on statements and representations made by engineers, contractors, suppliers, and workers on Federal- aid highway projects, it is essential that all persons concerned with the project perform their functions as carefully, thoroughly, and honestly as possible. Willful falsification, distortion, or misrepresentation with respect to any facts related to the project is a violation of Federal law. To prevent any
misunderstanding regarding the seriousness of these and similar acts, Form FHWA-1022 shall be posted on each
Federal-aid highway project (23 CFR Part 635) in one or more places where it is readily available to all persons concerned with the project:

18 U.S.C. 1020 reads as follows:

"Whoever, being an officer, agent, or employee of the United States, or of any State or Territory, or whoever, whether a person, association, firm, or corporation, knowingly makes any false statement, false representation, or false report as to the character, quality, quantity, or cost of the material used or to be used, or the quantity or quality of the work performed or to be performed, or the cost thereof in connection with the submission of plans, maps, specifications, contracts, or costs of construction on any highway or related project submitted for approval to the Secretary of Transportation; or

Whoever knowingly makes any false statement, false
representation, false report or false claim with respect to the character, quality, quantity, or cost of any work performed or to be performed, or materials furnished or to be furnished, in connection with the construction of any highway or related project approved by the Secretary of Transportation; or

Whoever knowingly makes any false statement or false
representation as to material fact in any statement, certificate, or report submitted pursuant to provisions of the Federal-aid Roads Act approved July 11, 1916, (39 Stat. 355), as
amended and supplemented;

Shall be fined under this title or imprisoned not more than 5 years or both."

IX. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL
WATER POLLUTION CONTROL ACT (42 U.S.C. 7606; 2
CFR 200.88; EO 11738)

This provision is applicable to all Federal-aid construction contracts in excess of $150,000 and to all related
subcontracts. 48 CFR 2.101; 2 CFR 200.326.

By submission of this bid/proposal or the execution of this contract or subcontract, as appropriate, the bidder, proposer, Federal-aid construction contractor, subcontractor, supplier, or vendor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act, as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal Highway Administration and the Regional Office of the Environmental Protection Agency. 2 CFR Part 200, Appendix II.

The contractor agrees to include or cause to be included the requirements of this Section in every subcontract, and further agrees to take such action as the contracting agency may direct as a means of enforcing such requirements. 2 CFR 200.326.

X. CERTIFICATION REGARDING DEBARMENT,

SUSPENSION, INELIGIBILITY AND VOLUNTARY

EXCLUSION

This provision is applicable to all Federal-aid construction contracts, design-build contracts, subcontracts, lower-tier subcontracts, purchase orders, lease agreements, consultant contracts or any other covered transaction requiring FHWA approval or that is estimated to cost $25,000 or more – as defined in 2 CFR Parts 180 and 1200. 2 CFR 180.220 and 1200.220.

1. Instructions for Certification – First Tier Participants:

a. By signing and submitting this proposal, the prospective first tier participant is providing the certification set out below.

b. The inability of a person to provide the certification set out below will not necessarily result in denial of participation in this covered transaction. The prospective first tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective first tier participant to furnish a certification or an explanation shall disqualify such a person from participation in this transaction. 2 CFR 180.320.

c. The certification in this clause is a material representation of fact upon which reliance was placed when the contracting agency determined to enter into this transaction. If it is later determined that the prospective participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the contracting agency may terminate this transaction for cause of default. 2 CFR 180.325.

d. The prospective first tier participant shall provide immediate written notice to the contracting agency to whom this proposal is submitted if any time the prospective first tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed
circumstances. 2 CFR 180.345 and 180.350.

e. The terms "covered transaction," "debarred,"
"suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180, Subpart I, 180.900-180.1020, and 1200. “First Tier Covered Transactions” refers to any covered transaction between a recipient or subrecipient of Federal funds and a participant (such as the prime or general contract). “Lower Tier Covered Transactions” refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). “First Tier Participant” refers to the participant

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10 who has entered into a covered transaction with a recipient or subrecipient of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as
subcontractors and suppliers).

f. The prospective first tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred,
suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. 2 CFR 180.330.

g. The prospective first tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions," provided by the department or contracting agency, entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. 2 CFR 180.220 and 180.300.

h. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. 2 CFR 180.300; 180.320, and 180.325. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. 2 CFR 180.335. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the System for Award Management website (https://www.sam.gov/). 2 CFR 180.300, 180.320, and 180.325.

i. Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the certification required by this clause.

The knowledge and information of the prospective participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

j. Except for transactions authorized under paragraph (f) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default. 2 CFR 180.325.

* * * * *

2. Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion – First Tier
Participants:

a. The prospective first tier participant certifies to the best of its knowledge and belief, that it and its principals:

(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal
department or agency, 2 CFR 180.335;.

(2) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property, 2 CFR 180.800;

(3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (a)(2) of this certification, 2 CFR 180.700 and 180.800; and

(4) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. 2 CFR 180.335(d).

(5) Are not a corporation that has been convicted of a felony violation under any Federal law
within the two-year period
preceding this proposal (USDOT Order 4200.6 implementing appropriations act requirements); and

(6) Are not a corporation with any unpaid Federal tax liability that has been assessed, for which all judicial and
administrative remedies have been exhausted, or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability (USDOT Order 4200.6 implementing appropriations act requirements).

b. Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant should attach an explanation to this proposal. 2 CFR 180.335 and 180.340.

3. Instructions for Certification - Lower Tier Participants:

(Applicable to all subcontracts, purchase orders, and other lower tier transactions requiring prior FHWA approval or estimated to cost $25,000 or more - 2 CFR Parts 180 and 1200). 2 CFR 180.220 and 1200.220.

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

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

c. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances. 2 CFR 180.365.

d. The terms "covered transaction," "debarred,"
"suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180, Subpart I, 180.900 – 180.1020, and 1200.

You may contact the person to which this proposal is

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11 submitted for assistance in obtaining a copy of those regulations. “First Tier Covered Transactions” refers to any covered transaction between a recipient or subrecipient of Federal funds and a participant (such as the prime or general contract). “Lower Tier Covered Transactions” refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). “First Tier Participant” refers to the participant who has entered into a covered transaction with a recipient or subrecipient of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers).

e. The prospective lower tier participant agrees by
submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this
transaction originated. 2 CFR 1200.220 and 1200.332.

f. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. 2 CFR 180.220 and 1200.220.

g. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the System for Award Management website (https://www.sam.gov/), which is compiled by the General Services Administration. 2 CFR 180.300, 180.320, 180.330, and 180.335.

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

i. Except for transactions authorized under paragraph e of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 2 CFR 180.325.

* * * * *

Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion--Lower Tier
Participants:

1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals:

(a) is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency, 2 CFR 180.355;

(b) is a corporation that has been convicted of a felony violation under any Federal law within the two-year period preceding this proposal (USDOT Order 4200.6 implementing appropriations act requirements); and

(c) is a corporation with any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted, or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. (USDOT Order 4200.6 implementing appropriations act
requirements)

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

* * * * *

XI. CERTIFICATION REGARDING USE OF CONTRACT

FUNDS FOR LOBBYING

This provision is applicable to all Federal-aid construction contracts and to all related subcontracts which exceed
$100,000. 49 CFR Part 20, App. A.

1. The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that:

a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement.

b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.

2. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

3. The prospective participant also agrees by submitting its bid or proposal that the participant shall require that the language of this certification be included in all lower tier

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12 subcontracts, which exceed $100,000 and that all such recipients shall certify and disclose accordingly.

XII. USE OF UNITED STATES-FLAG VESSELS:

This requirement applies to material or equipment that is acquired for a specific Federal-aid highway project. 46 CFR 381.7. It is not applicable to goods or materials that come into inventories independent of an FHWA funded-contract.

When oceanic shipments (or shipments across the Great
Lakes) are necessary for materials or equipment acquired for a specific Federal-aid construction project, the bidder, proposer, contractor, subcontractor, or vendor agrees:

1. To utilize 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 this contract, to the extent such vessels are available at fair and reasonable rates for United States-flag commercial vessels. 46 CFR 381.7.

2. To furnish within 20 days following the date of loading for shipments originating within the United States or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, ‘on-board’ commercial ocean bill-of-lading in English for each shipment of cargo described in paragraph (b)(1) of this section to both the Contracting Officer (through the prime contractor in the case of subcontractor bills-of-lading) and to the Office of Cargo and Commercial Sealift (MAR-620), Maritime
Administration, Washington, DC 20590. (MARAD requires
copies of the ocean carrier's (master) bills of lading, certified onboard, dated, with rates and charges. These bills of lading may contain business sensitive information and therefore may be submitted directly to MARAD by the Ocean Transportation Intermediary on behalf of the contractor). 46 CFR 381.7.

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13 ATTACHMENT A - EMPLOYMENT AND MATERIALS

PREFERENCE FOR APPALACHIAN DEVELOPMENT

HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS
ROAD CONTRACTS (23 CFR 633, Subpart B, Appendix B)
This provision is applicable to all Federal-aid projects funded under the Appalachian Regional Development Act of 1965.

1. During the performance of this contract, the contractor undertaking to do work which is, or reasonably may be, done as on-site work, shall give preference to qualified persons who regularly reside in the labor area as designated by the DOL wherein the contract work is situated, or the subregion, or the Appalachian counties of the State wherein the contract work is situated, except:

a. To the extent that qualified persons regularly residing in the area are not available.

b. For the reasonable needs of the contractor to employ supervisory or specially experienced personnel necessary to assure an efficient execution of the contract work.

c. For the obligation of the contractor to offer employment to present or former employees as the result of a lawful collective bargaining contract, provided that the number of nonresident persons employed under this subparagraph (1c) shall not exceed 20 percent of the total number of employees employed by the contractor on the contract work, except as provided in subparagraph (4) below.

2. The contractor shall place a job order with the State Employment Service indicating (a) the classifications of the laborers, mechanics and other employees required to perform the contract work, (b) the number of employees required in each classification, (c) the date on which the participant estimates such employees will be required, and (d) any other pertinent information required by the State Employment
Service to complete the job order form. The job order may be placed with the State Employment Service in writing or by telephone. If during the course of the contract work, the information submitted by the contractor in the original job order is substantially modified, the participant shall promptly notify the State Employment Service.

3. The contractor shall give full consideration to all qualified job applicants referred to him by the State Employment
Service. The contractor is not required to grant employment to any job applicants who, in his opinion, are not qualified to perform the classification of work required.

4. If, within one week following the placing of a job order by the contractor with the State Employment Service, the State Employment Service is unable to refer any qualified job applicants to the contractor, or less than the number
requested, the State Employment Service will forward a
certificate to the contractor indicating the unavailability of applicants. Such certificate shall be made a part of the contractor's permanent project records. Upon receipt of this certificate, the contractor may employ persons who do not normally reside in the labor area to fill positions covered by the certificate, notwithstanding the provisions of subparagraph (1c) above.

5. The provisions of 23 CFR 633.207(e) allow the
contracting agency to provide a contractual preference for the use of mineral resource materials native to the Appalachian region.

6. The contractor shall include the provisions of Sections 1 through 4 of this Attachment A in every subcontract for work which is, or reasonably may be, done as on-site work.

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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

EXHIBIT D

FEDERAL-AID CONTRACT PROVISIONS

1. DISADVANTAGED BUSINESS ENTERPRISES (DBE)
The CONTRACTOR, subrecipient or subcontractor shall take necessary and reasonable steps to ensure that DBEs have opportunity to participate in the contract (49CFR26). To ensure equal participation of DBEs provided in 49CFR26.5, the CITY shows a Contract goal for DBEs. The CONTRACTOR shall make work available to DBEs and select work parts consistent with available DBE subcontractors and suppliers.

The CONTRACTOR shall meet the DBE goal shown in the Instruction to Bidders or demonstrate that you made adequate good faith efforts to meet this goal.

It is the CONTRACTOR’s responsibility to verify that at date of bid opening the DBE firm is certified as a DBE by using the California Unified Certification Program (CUCP) database and possesses the most specific available North American Industr y Classification System (NAICS) codes and work code applicable to the type of work the firm will perform on the contract. Additionally, the prime contractor is responsible to document the verification record by printing out the California Unified Certifica tion Program (CUCP) data for each DBE firm. A list of DBEs certified by the CUCP can be found at:
https://dot.ca.gov/programs/civil-rights/dbe-search.

All DBE participation will count toward the California Department of Transportation’s federally mandated statewide overall DBE goal.

Credit for materials or supplies the CONTRACTOR purchases from DBEs counts towards the goal in the following manner:
 100 percent counts if the materials or supplies are obtained from a DBE manufacturer.  60 percent counts if the materials or supplies are obtained from a DBE regular dealer.  Only fees, commissions, and charges for assistance in the procurement and delivery of materials or supplies count if obtained from a DBE that is neither a manufacturer nor regular dealer. 49CFR26.55 defines "manufacturer" and "regular dealer." The CONTRACTOR receives credit towards the goal if they employ a DBE trucking company that performs a commercially useful function as defined in 49CFR26.55(d)(1) as follows:
 The DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible on a particular contract, and there cannot be a contrived arrangement for the purpose of meeting DBE goals.
 The DBE must itself own and operate at least one fully licensed, insured, and operational truck used on the Contract.
 The DBE receives credit for the total value of the transportation services it provides on the Contract using trucks it owns, insures, and operates using drivers it employs.  The DBE may lease trucks from another DBE firm, including an owner -operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the lessee DBE provides on the Contract.

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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

 The DBE may lease trucks without drivers from a non -DBE truck leasing company. If the DBE leases trucks from a non -DBE truck leasing company and uses its own employees as drivers, it is entitled to credit for the total value of these hauling services.  A lease must indicate that the DBE has exclusive use of and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the DBE, so long as the lease gives the DBE absolute priority for use of the leased truck. Leased trucks must display the name and identification number of the DBE.

Nondiscrimination Statement
The CONTRACTOR, subrecipient or subcontractor will never exclude any person from partic ipation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin.

In administering the CITY componen ts of the DBE Program Plan, the CONTRACTOR, subrecipient or subcontractor will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishmen t of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.

Contract Assurance
Under 49 CFR 26.13(b):

The CONTRACTOR, subrecipient or subcontractor shall not discriminate on the basis of rac e, color, national origin, or sex in the performance of this contract. The CONTRACTOR shall carry out applicable requirements of 49 CFR 26 in the award and administration of federal -aid 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 recipient deems appropriate, which may include, but is not limited to:
 Withholding monthly progress payments;
 Assessing sanctions;
 Liquidated damages; and/or
 Disqualifying the CONTRACTOR from future bidding as non-responsible.

Prompt Progress Payment
The CONTRACTOR or subcontractor shall pay to any subcontractor, not later than seven days after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allowed the contractor on account of the work performed by the subcontractors, to the extent of each subcontractor’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from the CONTRACTOR or subcontractor to a subcontractor, the CONTRACTOR or subcontractor may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

to a penalty, payable to the subcontractor, of 2 percent of the amount due per month for every month that payment is not made.

In any action for the collection of funds wrongfully withheld, the prevai ling party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-DBE subcontractors.

Prompt Payment of Withheld Funds to Subcontractors
The CITY shall hold retainage from the CONTRACTOR and shall make prompt and regular incremental acceptances of portions, as determined by the CITY of the Contract work and pay retainage to the prime CONTRACTOR based on these acceptances. The CONTRACTOR or subcontractor shall return all monies withheld in retention from all subcontractors within seven (7) days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the Contract work by the CITY. Any delay or postponement of payment may take place only for good cause and with the CITY’s prior written approval. Any violation of these provisions shall subject the violati ng CONTRACTOR or subcontractor to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code and Section 10262 of the California Public Contract Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies otherwise available to the CONTRACTOR or subcontractor in the event of a dispute involving late payment or nonpayment by the CONTRACTOR; deficient subcontractor performance and/or noncompliance by a subcontractor. This clause applies to both DBE and non-DBE subcontractors.

Any violation of these provisions of Prompt Progress Payment and Prompt Payment of Withheld Funds to Subcontractors shall subject the violating CONTRACTOR or subcontractor to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to the CONTRACTOR or subcontractor in the event of a dispute involving late payment or nonpayment by CONTRACTOR, deficient subcontract performance, or noncompliance by a subcontractor.

Termination and Substitution of DBE Subcontractors
The CONTRACTOR shall utilize the specific DBEs listed to perform the wo rk and supply the materials for which each is listed unless the CONTRACTOR obtains the CITY’s written consent. The CONTRACTOR shall not terminate or substitute a listed DBE for convenience and perform the work with their own forces or obtain materials from other sources without prior written authorization from the CITY.

Unless the CITY’s prior written consent is provided, the CONTRACTOR shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE on the Exhi bit 15-G Construction Contract DBE Commitment form, included in the Bid.

The CITY authorizes a request to use other forces or sources of materials if the bidder shows any of the following justifications:

1.Listed DBE fails or refuses to execute a written contract based on plans and specifications for the project.

2.The CITY stipulated that a bond is a condition of executing the subcontract and the listed DBE fails to meet your bond requirements.

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

3.Work requires a contractor's license and listed DBE does not have a valid license under Contractors License Law.

4.Listed DBE fails or refuses to perform the work or furnish the listed materials (failing or refusing to perform is not an allowable reason to remove a DBE if the failure or refusal is a result of bad faith or discrimination).

5.Listed DBE's work is unsatisfactory and not in compliance with the Contract.

6.Listed DBE is ineligible to work on the Project because of suspension or debarment.

7.Listed DBE becomes bankrupt or insolvent.

8.Listed DBE voluntarily withdraws with written notice from the Contract

9.Listed DBE is ineligible to receive credit for the type of work required.

10. Listed DBE owner dies or becomes disabled resulting in the inability to perform the work on the Contract.

11. The CITY determines other documented good cause.

The CONTRACTOR shall notify the original DBE of your intent to use other forces or material sources and provide the reasons, allowing the DBE 5 days to respond to the notice and advise the CONTRACTOR and the CITY of the reasons why the use of other forces or sources of materials should not occur.

1. One or more of the reasons listed in the preceding paragraph.

2.Notices from the CONTRACTOR to the DBE regarding the request.

3.Notices from the DBEs to the CONTRACTOR regarding the request.

If the CITY a uthorizes the termination or substitution of a listed DBE, the CONTRACTOR must make good faith efforts to find another DBE to substitute for the original DBE. The substitute DBE must (1) perform at least the same amount of work as the original DBE under the Contract to the extent needed to meet or exceed the DBE goal, and (2) be certified as a DBE with the most specific available NAICS codes and work codes applicable to the type of work the DBE will perform on the Contract at the time of the CONTRACTOR’s re quest for substitution. The CONTRACTOR shall submit their documentation of good faith efforts within 7 days of their request for authorization of the substitution. The CITY may authorize a 7-day extension of this submittal period at the CONTRACTOR’s request. More guidance can be found at 49 CFR 26 app A regarding evaluation of good faith efforts to meet the DBE goal.

Commitment and Utilization
Note: In the CITY’s reports of DBE participation to Caltrans, the CITY must display both commitments and attainments.

The CITY’s DBE program must include a monitoring and enforcement mechanism to ensure that DBE commitments reconcile to DBE utilization.

The bidder shall submit the Exhibit 15 -G Construction Contract DBE Commitment, included in the Bid book. This exhibit is the bidder’s DBE commitment form. If the form is not submitted with the bid, the bidder must remove the form from the Bid book before submitting their bid.

The bidder shall complete and sign Exhibit 15 -G Construction Contract DBE Commitment included i n the Contract Documents regardless of whether DBE participation is reported. The bidder shall provide written confirmation from each DBE that the DBE is participating in the Contract. A copy of a DBE's

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

quote serves as written confirmation. If a DBE is par ticipating as a joint venture partner, the bidder shall submit a copy of the joint venture agreement.

If the DBE Commitment form, Exhibit 15 -G, is not submitted with the bid, it must be completed and submitted by all bidders to the CITY within five (5) days of bid opening. If the bidder does not submit the DBE Commitment form within the specified time, the CITY will find the bidder’s bid nonresponsive.

The CONTRACTOR shall use each DBE subcontractor as listed on Exhibit 12 -B Bidder’s List of Subcontractors (DBE and Non-DBE), and Exhibit 15 -G Construction Contract DBE Commitment form unless they receive authorization for a substitution.

The CITY shall request the CONTRACTOR to:

1. Notify the Resident Engineer or Inspector of any changes to its anticipated DBE participation

2. Provide this notification before starting the affected work

3. Maintain records including:
 Name and business address of each 1st -tier subcontractor  Name and business address of each DBE subcontractor, DBE vendor, and DBE trucking company, regardless of tier
 Date of payment and total amount paid to each business (see Exhibit 9-F Monthly Disadvantaged Business Enterprise Payment)

If the CONTRACTOR is a DBE contractor, they shall include the date of work performed by their own forces and the corresponding value of the work.

Before the 15th of each month, the CONTRACTOR shall submit a Monthly DBE Trucking Verification (LAPM Exhibit 16-Z1) form.

If a DBE is decertified before completing its work, the DBE must notify the CONTRACTOR in writing of the decertification date. If a business becomes a certified DBE before completing its work, the business must notify the prime contractor in writing of the certification date. The CONTRACTOR shall submit the notifications. Upon work completion, the CONTRAC TOR shall complete a Disadvantaged Business Enterprises (DBE) Certification Status Change, Exhibit 17 -O, form and submit the form within 30 days of contract acceptance.

DBE Running Tally of Attainments
After submitting an invoice for reimbursement that includes a payment to a DBE, but no later than the 10th of the following month, the CONTRACTOR shall complete and email the Exhibit 9 - F:

Disadvantaged Business Enterprise Running Tally of Payments to [email protected] with a copy to the CITY.

2. BID OPENING
The CITY publicly opens and reads bids at the time and place shown in the Notice Inviting Bids.

3. BID RIGGING

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

See the Special Instructions to Bidders for Federally Funded Projects in the Instruction to Bidders.

4. CONTRACT AWARD
If the CITY awards the Construction Contract, the award is made to the lowest responsible and responsive bidder.

5. CONTRACTOR LICENSE
The CONTRACTOR must be properly licensed from Construction Contract award through Construction Contract acceptance (Public Contract Code § 10164).

6. CHANGED CONDITIONS
Differing Site Conditions

Section 2-9 of the Standard Specifications includes provisions for differing site conditions.

Suspensions of Work Ordered by the Engineer

If the performance of all or any portion of the Work is suspended or delayed by the CITY in writing for an unreasonable period of time (not originally anticipated, customary, or inherent to the construction industry) and the CONTRACTOR believes that additional compensation and/or contract time is due as a result of such suspension or delay, the CONTRACTOR shall submit to the CITY in writing a request for adjustment within seven (7) calendar days of receipt of the notice to resume work. The request shall set forth the reasons and support for such adjustment.

Upon receipt, the CITY will evaluate the CONTRACTOR's request. If the CITY agrees that the cost and/or time required for the performance of the Contract has increased as a result of such suspension and the suspension was caused by conditions beyond the con trol of and not the fault of the CONTRACTOR, its suppliers, or subcontractors at any approved tier, and not caused by weather, the CITY will make an adjustment (excluding profit) and modify the Contract in writing accordingly. The CONTRACTOR will be notified of the CITY's determination whether or not an adjustment of the Contract is warranted.

No Contract adjustment will be allowed unless the CONTRACTOR has submitted the request for adjustment within the time prescribed.

Significant Changes in the Character of Work

The CITY reserves the right to make, in writing, at any time during the Work, such changes in quantities and such alterations in the Work as are necessary to satisfactorily complete the project. Such changes in quantities and alterations shall not invalidate the Contract nor release the surety, and the CONTRACTOR agrees to perform the Work as altered.

If the alterations or changes in quantities significantly change the character of the Work under the Contract, whether such alterations or changes are in themselves significant changes to the character of the Work or by affecting other work cause such other work to become significantly different in character, an

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

adjustment, excluding anticipated profit, will be made to the Contract. The basis fo r the adjustment shall be agreed upon prior to the performance of the work. If a basis cannot be agreed upon, then an adjustment will be made either for or against the CONTRACTOR in such amount as the CITY may determine to be fair and equitable.

If the al terations or changes in quantities do not significantly change the character of the work to be performed under the Contract, the altered work will be paid for as provided elsewhere in the Contract.

The term “significant change” shall be construed to apply only to the following circumstances:

 When the character of the Work as altered differs materially in kind or nature from that involved or included in the original proposed construction; or  When a major item of Work, as defined elsewhere in the Contract, is increased in excess of 125 percent or decreased below 75 percent of the original Contract quantity. Any allowance for an increase in quantity shall apply only to that portion in excess of 125 percent of original Contract item quantity, or in case of a decrease below 75 percent, to the actual amount of Work performed.

7. BEGINNING OF WORK, TIME OF COMPLETION AND LIQUIDATED DAMAGES The Bid Proposal includes provisions for the beginning of Work, time of completion, and liquidated damages.

8. BUY AMERICA
Furnish steel and iron materials to be incorporated into the Work with certificates of compliance and certified mill test reports. Mill test reports must indicate where the steel and iron were melted and manufactured. Steel and iron materials must be produced in the U.S. except:
 Foreign pig iron and processed, pelletized, and reduced iron ore may be used in the domestic production of the steel and iron materials [60 Fed Reg 15478 (03/24/1995)];  If the total combined cost of the materials does not exceed the greater of 0.1 percent of the total bid or $2,500, materials produced outside the U.S. may be used.

Production includes:
 Processing steel and iron materials, including smelting or other processes that alter the physical form or shape (such as rolling, extruding, machining, bending, grinding, and drilling) or chemical composition;
 Coating application, including epoxy coating, galvanizing, and painting, that protects or enhances the value of steel and iron materials.

9. QUALITY ASSURANCE

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

The CITY uses a Quality Assurance Program (QAP) to ensure a material is produced to comply with the Contract. You may examine the records and reports of tests the CITY performs if they are available at the job site. Schedule Work to allow time for QAP in accordance with the Contract Documents.

10. PROMPT PAYMENT FROM THE AGENCY TO THE CONTRACTORS
The CITY shall make any progress payment within 30 days after receipt of an undisputed and properly submitted payment request from the CONTRACTOR. If the CITY fails to pay promptly, the CITY shall pay interest to the CONTRACTOR, which accrues at the rate of 10 percent per annum on the principal amount of a money judgment remaining unsatisfied. Upon receipt of a payment request, the CITY shall act in accordance with both of the following:
 Each payment request shall be reviewed by the CITY as soon as practicable after receipt for the purpose of determining that it is a proper payment request.  Any payment request determined not to be a proper payment request suitable for payment shall be returned to the CONTRACTOR as soon as practicable, but not later than seven (7) days, after receipt. A request returned pursuant to this paragraph shall be accompanied by a document setting forth in writing the reasons why the payment request is not proper.

11. FORM FWHA -1273 REQUIRED CONTRACT PROVISIONS FEDERAL -AID

CONTRACTS
See Exhibit “B” of the Construction Contract.

12. FEMALE AND MINORITY GOALS
To comply with Section II, "Nondiscrimination," of "Required Contract Provisions Federal -Aid Construction Contracts ," the following are for female and minority utilization goals for Federal -aid construction contracts and subcontracts that exceed $10,000:
 The nationwide goal for female utilization is 6.9 percent.

The goals for minority utilization [45 Fed Reg 65984 (10/3/1980)] are as follows:

MINORITY UTILIZATION GOALS
Economic
Area
Goal
(Percent)

174
Redding CA:

Non-SMSA (Standard Metropolitan Statistical Area) Counties:

CA Lassen; CA Modoc; CA Plumas; CA Shasta; CA Siskiyou; CA Tehama

6.8 175
Eureka, CA
Non-SMSA Counties:

CA Del Norte; CA Humboldt; CA Trinity

6.6 San Francisco-Oakland-San Jose, CA:

City Council
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63 12/20/2022

CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

SMSA Counties:

28.9 25.6

19.6 14.9

9.1 17.1

23.2 7120 Salinas-Seaside-Monterey, CA
CA Monterey
7360 San Francisco-Oakland
CA Alameda; CA Contra Costa; CA Marin; CA San Francisco; CA San Mateo 7400 San Jose, CA
176 CA Santa Clara, CA
7485 Santa Cruz, CA
CA Santa Cruz
7500 Santa Rosa
CA Sonoma
8720 Vallejo-Fairfield-Napa, CA
CA Napa; CA Solano
Non-SMSA Counties:

CA Lake; CA Mendocino; CA San Benito

177
Sacramento, CA:

SMSA Counties:
6920 Sacramento, CA
CA Placer; CA Sacramento;
CA Yolo Non -SMSA
Counties
CA Butte; CA Colusa; CA El Dorado; CA Glenn; CA Nevada; CA Sierra; CA Sutter; CA Yuba

16.1 14.3
Stockton-Modesto, CA:

SMSA Counties:
5170 Modesto, CA 12.3
178 CA Stanislaus
8120 Stockton, CA

24.3 CA San Joaquin
Non-SMSA Counties 19.8
CA Alpine; CA Amador; CA Calaveras; CA Mariposa; CA Merced; CA Tuolumne
Fresno-Bakersfield, CA
SMSA Counties:
179 0680 Bakersfield, CA 19.1
CA Kern
2840 Fresno, CA 26.1
CA Fresno
Non-SMSA Counties:

CA Kings; CA Madera; CA Tulare

23.6 Los Angeles, CA:

11.9 28.3

SMSA Counties:
0360 Anaheim-Santa Ana-Garden Grove, CA
CA Orange
4480 Los Angeles-Long Beach, CA
CA Los Angeles

City Council
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64 12/20/2022

CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

180 6000 Oxnard-Simi Valley-Ventura, CA
CA Ventura 21.5

19.0 19.7

24.6 6780 Riverside-San Bernardino-Ontario, CA
CA Riverside; CA San Bernardino
7480 Santa Barbara-Santa Maria-Lompoc, CA
CA Santa Barbara
Non-SMSA Counties
CA Inyo; CA Mono; CA San Luis Obispo
San Diego, CA:

16.9 18.2
SMSA Counties
181 7320 San Diego, CA
CA San Diego
Non-SMSA Counties
CA Imperial

For the last full week July during which work is performed under the contract, you and each non material- supplier subcontractor with a subcontract of $10,000 or more must complete Form FHWA PR -1391 (Appendix C to 23 CFR 230). Submit the forms by August 15.

13. TITLE VI ASSURANCES
Appendix A
During the performance of this Contract, the CONTRACTOR, for itself, its assignees and successors in interest (hereinafter collectively referred to as CONTRACTOR) agrees as follows:
 Compliance with Regulations: CONTRACTOR shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Contract.
 Nondiscrimination: CONTRACTOR, with regard to the Work performed by it during the Contract, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub-applicants, including procurements of materials and leases of equipment. CONTRACTOR shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employ ment practices when the agreement covers a program set forth in Appendix B of the Regulations.  Solicitations for Sub -agreements, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by CONTRACTOR for work to be performed under a sub - agreement, including procurements of materials or leases of equipment, each potential sub -applicant or supplier shall be notified by CONTRACTOR of the CONTRACTOR’s obligations under this Contract and the Regul ations relative to nondiscrimination on the grounds of race, color, or national origin.

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

 Information and Reports: CONTRACTOR shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the California Department of Transportation or FHWA to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of CONTRACTOR is in the exclusive possession of another who fails or refuses to furnish this information, CONTRACTOR shall so certify to the California Department of Transportation or the FHWA as appropriate, and shall set forth what efforts CONTRACTOR has made to obtain the information.  Sanctions for Noncompliance: In the event of CONTRACTOR’s noncompliance with the nondiscrimination provisions of this Contract, the California Department of Transportation shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:
o withholding of payments to CONTRACTOR under the Contract within a reasonable period of time, not to exceed 90 days; and/or
o cancellation, termination or suspension of the Contract, in whole or in part.  Incorporation of Provisions: CONTRACTOR shall include the provisions of paragraphs (A) through (F) in every sub-agreement, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto.

CONTRACTOR shall take such action with respect to any sub-agreement or procurement as the California Department of Transportation or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event CONTRACTOR becomes involved in, or is threatened with, litigation with a sub -applicant or supplier as a result of such direction, CONTRACTOR may request the California Department of Transportation enter into such litig ation to protect the interests of the State, and, in addition, CONTRACTOR may request the United States to enter into such litigation to protect the interests of the United States.

Appendix E
During the performance of this Contract, the CONTRACTOR, for it self, its assignees, and successors in interest (hereinafter referred to as the “CONTRACTOR”) agrees to comply with the following non - discrimination statutes and authorities, including, but not limited to:
 Title VI of the Civil Rights Act of 1964 (42 U.S.C . § 2000d et seq., 78 stat. 252), prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21.  The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatm ent of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);  Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), prohibits discrimination on the basis of sex;

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

 Section 504 of the Rehabilitati on Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CR Part 27;  The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), prohibits discrimination on the basis of age);
 Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);  The Civil Rights Restoration Act of 1987, (PL 100 -209), (Broadened the scope, coverage an d applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);  Titles II and III of the Americans with Disabilities Act, which prohibit discrimination of the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations 49 C.F.R. parts 37 and 38;  The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);  Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;  Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed.

Reg. at 74087 to 74100);
 Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).

14. USE OF UNITED STATES FLAG VESSELS (CARGO PREFERENCE ACT) The CONTRACTOR agrees:
 To utilize privately owned United States-flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carries, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to this contract, to the extent such vessels are available at fair and reasonable rates for United States-flag commercial vessels.

City Council
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67 12/20/2022

CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

 To furnish within 20 days following the date of loading for shipments originating within the United State or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated “on-board” commercial ocean bill-of-lading in English for each shipment of cargo described in paragraph (1) of this section to both the Contracting Officer (through the prime contractor in the case of subcontractor bills -of-lading) and to the Di vision of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590.
 To insert the substance of the provisions of this clause in all subcontracts issued pursuant to this Contract.

15. FEDERAL TRAINEE PROGRAM
For the Federal training program, the number of trainees or apprentices is _______.

This section applies if a number of trainees or apprentices is specified in Special Conditions.

As part of the CONTRACTOR’s equal opportunity affirmative action program, provide on -the-job training to develop full journeymen in the types of trades or job classifications involved.

The CONTRACTOR primary responsibility for meeting this training requirement.

If the CONTRACTOR subcontracts a Contract part, determine how many trainees or appre ntices are to be trained by the subcontractor. Include these training requirements in each subcontract.

Where feasible, 25 percent of apprentices or trainees in each occupation must be in their 1st year of apprenticeship or training.

Distribute the number of apprentices or trainees among the work classifications on the basis of the CONTRACTOR’s needs and the availability of journeymen in the various classifications within a reasonable recruitment area.

Before starting Work, the CONTRACTOR shall submit to the CITY:
 Number of apprentices or trainees to be trained for each classification  Training program to be used
 Training starting date for each classification
The CONTRACTOR shall obtain the CITY's approval for this submitted information before the CONTRACTOR starts Work. The CITY credits the CONTRACTOR for each apprentice or trainee the CONTRACTOR employs on the Work who is currently enrolled or becomes enrolled in an approved program.

The primary objective of this section is to train and upgrade minorities an d women toward journeyman status. The CONTRACTOR shall make every effort to enroll minority and women apprentices or trainees, such as conducting systematic and direct recruitment through public and private sources likely to yield

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

minority and women appren tices or trainees, to the extent they are available within a reasonable recruitment area and show that they have made the efforts. In making these efforts, the CONTRACTOR shall not discriminate against any applicant for training.

The CONTRACTOR shall not employ as an apprentice or trainee an employee:
 In any classification in which the employee has successfully completed a training course leading to journeyman status or in which the employee has been employed as a journeyman  Who is not registered in a progr am approved by the US Department of Labor, Bureau of Apprenticeship and Training
The CONTRACTOR shall ask the employee if the employee has successfully completed a training course leading to journeyman status or has been employed as a journeyman. The CONTRACTOR’s records must show the employee's answers to the questions.

In the training program, the CONTRACTOR shall establish the minimum length and training type for each classification. The CITY and FHWA approves a program if one of the following is met:
 It is calculated to:
o Meet the your equal employment opportunity responsibilities o Qualify the average apprentice or trainee for journeyman status in the classification involved by the end of the training period
 It is registered with the U.S. Department of Labor, Bureau of Apprenticeship and Training, and it is administered in a way consistent with the equal employment responsibilities of Federal -aid highway construction contracts
The CONTRACTOR shall obtain the State's approval for your training program before they start Work involving the classification covered by the program.

The CONTRACTOR shall provide training in the construction crafts, not in clerk -typist or secretarial - type positions. Training is allowed in lower level management positions such as offic e engineers, estimators, and timekeepers if the training is oriented toward construction applications. Training is allowed in the laborer classification if significant and meaningful training is provided and approved by the division office. Off -site training is allowed if the training is an integral part of an approved training program and does not make up a significant part of the overall training.

The CITY reimburses you 80 cents per hour of training given an employee on this Contract under an approved training program:
 For on-site training
 For off-site training if the apprentice or trainee is currently employed on a Federal-aid project and you do at least one of the following:

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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

o Contribute to the cost of the training
o Provide the instruction to the apprentice or trainee
o Pay the apprentice's or trainee's wages during the off-site training period  If the CONTRACTOR complies with this section.

Each apprentice or trainee must:
 Begin training on the project as soon as feasible after the start of work involving the apprentice's or trainee's skill
 Remain on the project as long as training opportunities exist in the apprentice's or trainee's work classification or until the apprentice or trainee has completed the training program The CONTRACTOR shall furnish the appre ntice or trainee with a copy of the program that the CONTRACTOR will comply with in providing the training.

16. PROHIBITION OF CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE EQUIPMENT AND SERVICES
In response to significant national security concerns, the CITY shall check the prohibited vendor list before making any telecommunications and video surveillance purchase because recipients and subrecipients of federal funds are 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.

The prohibited vendors (and their subsidiaries or affiliates) are:
 Huawei Technologies Company;
 ZTE Corporation;
 Hytera Communications Corporation;
 Hangzhou Hikvision Digital Technology Company;
 Dahua Technology Company; and
 Subsidiaries or affiliates of the above-mentioned companies.

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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

In implementing the prohibition, the agency administering loan, grant, or subsidy programs shall prioritize available funding and techni cal support to assist affected businesses, institutions and organizations as is reasonably necessary for those affected entities to transition from covered communications equipment and services, to procure replacement equipment and services, and to ensure that communications service to users and customers is sustained.

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

EXHIBIT E

FEDERAL CONTRACT PROVISIONS
During the performance of this Construction Contract, CONTRACTOR shall comply with all applicable federal laws and regulations including, but not limited to, the federal contract provisions in this Exhibit “A”.

1. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.327)
(a) Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. The Contract D ocuments include remedies for breach and termination for cause and convenience.
(b) Appendix II to Part 200 (C) – Equal Employment Opportunity: During the performance of this Construction Contract, CONTRACTOR agrees as follows:
(i) The CONTRACTOR will not discrim inate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin.

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

This provision shall not apply to instances in which an employee who has access to the compens ation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the CONTRACTOR's legal duty to furnish information. (iv) The CONTRACTOR will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the CONTRACTOR's commitments

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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(v) The CONTRACTOR will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (vi) The CONTRACTOR will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(vii) In the event of the CONTRACTOR's noncom pliance with the nondiscrimination clauses of this Construction Contract or with any of the said rules, regulations, or orders, this Construction Contract may be canceled, terminated, or suspended in whole or in part and the CONTRACTOR may be declared inel igible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (viii) The CONTRACTOR will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upo n each subcontractor or vendor. The CONTRACTOR will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

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

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

The CITY agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of the CONTRACTOR and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

The CITY further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be im posed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the CITY agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant (contract, loan, insurance, guarantee) for this project; refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.
(c) Appendix II to Part 200 (D) – Davis-Bacon Act: Not applicable to this Construction Contract since it is funded by CSLFRF.
(d) Appendix II to Part 200 (D) – Copeland “Antti -Kickback” Act: Not applicable to this Construction Contract since it is funded by CSLFRF.
(e) Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:
(i) Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one -half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
(ii) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the CONTRACTOR and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 fo r each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.
(iii) Withholding for unpaid wages and liquidated damages. The CITY shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the CONTRACTOR or subcontractor under any such contract or any other Federal contract with the CONTRACTOR, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the CONTRACTOR, such sums as may be determined to be necessary to satisfy any liabilities of CONTRACTOR or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section.

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

(iv) Subcontracts. The CONTRACTOR or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The CONTRACTOR shall be responsible for compliance by any subcontracto r or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section.
(f) Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement:

Not applicable to this Construction Contract.
(g) Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act:
(i) Pursuant to the Clean Air Act, (1) CONTRACTOR agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) CONTRACTOR agrees to report each violation to the CITY and understands and agrees that the CITY will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) CONTRACTOR agrees to include these requirements in each subcontract exceeding $150,000. (ii) Pursuant to the Federal Water Pollution Control Act, (1) CONTRACTOR agrees to comply with all applicable standards, orders or regulation s issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) CONTRACTOR agrees to report each violation to the CITY and understands and agrees that the CITY will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) CONTRACTOR agrees to include these requirements in each subcontract exceeding $150,000.
(h) Appendix II to Part 200 (H) – Debarment and Suspension:
(i) This Construction Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such CONTRACTOR is required to verify that none of the CONTRACTOR, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (ii) CONTRACTOR must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(iii) This certification is a material representation of fact relied upon by CITY. If it is later determined that CONTRACTOR did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the CITY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (iv) CONTRACTOR warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. CONTRACTOR also agrees to verify that all subcontractors performing work under this Construction Contract are not debarred, disqualified, or otherwise prohibited from participation in accorda nce with the requirements above. CONTRACTOR further agrees to notify the CITY in writing immediately if CONTRACTOR or its subcontractors are not in compliance during the term of this Construction Contract.

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

(i) Appendix II to Part 200 (I) – Byrd Anti-Lobbying Act: CONTRACTORS that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award.

Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to t he awarding agency. CONTRACTOR must sign and submit to the CITY the certification regarding lobbying attached hereto as Attachment “1” and incorporated herein by this reference.
(j) Appendix II to Part 200 (J) – §200.323 Procurement of Recovered Materials:
(i) CONTRACTOR shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. 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 acqui red during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement.
(ii) In the performance of this Construction Contract, the CON TRACTOR shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired: competitively within a timeframe providing for compliance with the contract performance schedule; meeting contract performance requirements; or at a reasonable price. (iii) Information about this requirement, along with the list of EPA -designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. (iv) The CONTRACTOR also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”
(k) Appendix II to Part 200 (K) – §200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment:
(i) CONTRACTOR shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications e quipment or services as a substantial or essential component of any system, or as critical technology as part of any system funded under this Construction Contract. As described in Public Law 115 –232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (1) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company ( or any subsidiary or affiliate of such entities).
(2) Telecommunications or video surveillance services provided by such entities or using such equipment.
(3) 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. (ii) See Public Law 115-232, section 889 for additional information. (l) Appendix II to Part 200 (L) – §200.322 Domestic Preferences for Procurement:
(i) CONTRACTOR shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts.
(ii) For purposes of this section:
(1) “Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
(2) ‘‘Manufactured products’’ means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

2. COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORO NAVIRUS

LOCAL FISCAL RECOVERY FUND AWARD TERMS AND CONDITIONS
(a) Maintenance of and Access to Records. CONTRACTOR shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations impleme nting that section, and guidance issued by Treasury regarding the foregoing.

CONTRACTOR agrees to provide the CITY, Treasury Office of Inspector General and the Government Accountability Office, or any of their authorized representatives access to any books, documents, papers, and records (electronic an otherwise) of the CONTRACTOR which are directly pertinent to this Construction Contract for the purposes of conducting audits or other investigations. Records shall be maintained by CONTRACTOR for a period of five (5) years after completion of the project. (b) Compliance with Federal Regulations. CONTRACTOR agrees to comply with the requirements of section 603 of the Act, regulations adopted by Treasury pursuant to section 603(f) of the Act, and guidance iss ued by Treasury regarding the foregoing. CONTRACTOR also agrees to comply with all other applicable federal statutes, regulations, and executive orders, including, without limitation, the following:

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

(i) Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference.
(ii) Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference.
(iii) OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. (iv) Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. (v) Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. (vi) New Restrictions on Lobbying, 31 C.F.R. Part 21.
(vii) Uniform Relocation As sistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.
(c) Compliance with Federal Statutes and Regulations Prohibiting Discrimination.

CONTRACTOR agrees to comply with statutes and regulations prohibiting d iscrimination applicable to the CSLFRF program including, without limitation, the following:
(i) Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination o n the basis of race, color, or national origin under programs or activities receiving federal financial assistance. (ii) The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on t he basis of race, color, religion, national origin, sex, familial status, or disability.
(iii) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance.
(iv) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance. (v) Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made avai lable by state and local governments or instrumentalities or agencies thereto.

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

(d) False Statements. CONTRACTOR understands that making false statements or claims in connection with the CSLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law. (e) Protections for Whistleblowers.
(i) In accordance with 41 U.S.C. § 4712, CONTRACTOR may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant.
(ii) The list of persons and entities referenced in the paragraph above includes the following:
(1) A member of Congress or a representative of a committee of Congress; (2) An Inspector General;
(3) The Government Accountability Office;
(4) A Treasury employee responsible for contract or grant oversight or management;
(5) An authorized official of the Department of Justice or other law enforcement agency;
(6) A court or grand jury; or
(7) A management official or other employee of CONTRACTOR, or a subcontractor who has the responsibility to investigate, discover, or address misconduct. (f) Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), CONTRACTOR is encouraged to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented or personally owned vehicles, and encourage its subcontractors to do the same
(g) Reducing Text Messaging While Driving . Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), CONTRACTOR should encourage its employees and subcontractors to adopt and enforce policies that ban text messaging while driving, and CONTRACTOR should establish workplace safety policies to decrease accidents caused by distracted drivers. (h) Assurances of Compliance with Civil Rights Requirements. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply to the Project, including, but not limited to, the following:

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

(i) CONTRACTOR ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq. ), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive o rders such as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents.
(ii) CONTRACTOR acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency (LEP),” seeks to impro ve access to federally assisted programs and activities for individuals who, because of national origin, are limited in their English proficiency. CONTRACTOR understands that the denial of access to persons to its programs, services and activities because of their limited proficiency in English is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964. Accordingly, CONTRACTOR shall initiate reasonable steps, or comply with Treasury’s directives, to ensure meaningf ul access to its programs, services and activities to LEP persons. CONTRACTOR understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary to ensure effective communication in the Project. (iii) CONTRACTOR agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities. As a resource, the Department of the Treasu ry has published its LEP guidance at 70 FR 6067. For more information on LEP, please visit http://www.lep.gov.
(iv) CONTRACTOR acknowledges and agrees that compliance with this assurance constitutes a condition of continued receipt of federal financial assistance and is binding upon CONTRACTOR and CONTRACTOR’s successors, transferees and assignees for the period in which such assistance is provided.
(v) CONTRACTOR agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the CONTRACTOR and the CONTRACTOR’s subcontractors, successors, transferees and assignees:

The subcontractor, successor, transferee and assignee shall comply with T itle VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also extends protection to persons with “L imited English proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). (vi) CONTRACTOR understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the CONTRAC TOR, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial

City Council
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CITY OF SANTA ANA

CONSTRUCTION CONTRACT AGREEMENT
PROJECT NO.: 19-6951 (ATPSB1L-5063(193))

SAFE ROUTES TO SCHOOL DAVIS ELEMENTARY ACCESS COMPLIANCE

assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the CONTRACTOR for the period during which it retains ownership or possession of the property.
(vii) CONTRACTOR shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement ag reements that may result from these actions. CONTRACTOR shall comply with information requests, on -site compliance reviews, and reporting requirements.
(viii) CONTRACTOR shall maintain a complaint log and inform the Department of the Treasury of any accusations of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings base d on the complaint, pending or completed, including outcome. CONTRACTOR must also inform the Department of the Treasury if CONTRACTOR has received no complaints under Title VI.
(ix) CONTRACTOR must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non -compliance, including any voluntary compliance or other agreements between the CONTRACTOR and the administrative agency that made the finding. If the CONTRACTOR settles a case or matt er alleging such discrimination, CONTRACTOR must provide documentation of the settlement. If CONTRACTOR has not been the subject of any court or administrative agency finding of discrimination, please so state. (x) If CONTRACTOR makes sub -awards to other agencies or other entities, CONTRACTOR is responsible for assuring that sub -recipients also comply with Title VI and all of the applicable authorities covered in this assurance.

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EXHIBIT 5
Construction Contract 5,558,420.00$
Contract Administration, Inspection and Testing 833,000.00 $ Contingencies 556,605.00 $
TOTAL ESTIMATED CONSTRUCTION COSTS 6,948,025.00$
EXHIBIT 5
CONSTRUCTION OF THE PROJECT NO. 19-6951 - ATPSB1L-5063(193): SAFE

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COST ANALYSIS
EXHIBIT 5

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Public Works Agency
www.santa-ana.org/pw
Item # 19
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Campesino Park, Memorial Park, and Madison Park Restroom Projects

AGENDA TITLE
Increase the Contract Amount by $90,000 for an Existing Construction Contract with iBuild Spectrum, Inc., and $10,000 for Additional Construction Engineering for a Revised Estimated Project Delivery Cost of $1,740,000 for the Campesino Park, Memorial Park, and Madison Park Restrooms ( Project Nos. 21-7533, 21-7534, 21- 7535) (Non-General Fund and Revive Santa Ana Program)

RECOMMENDED ACTION

1. Approve an amendment to the Project Cost Analysis to reflect the new amount of $10,000 for contract administration, inspection and testing, and a $90,000 project contingency for vandalized work repairs or unforeseen work, subject to non- substantive changes approved by the City Manager and City Attorney.

2. Approve an amendment to the Fiscal Year 2022-23 Capital Improvement Program in the amount of $100,000, which includes $10,000 in construction engineering funds and $90,000 for construction contingency funds for the Campesino Park, Memorial Park, and Madison Park Restroom Project.

DISCUSSION
On September 21, 2021, the City Manager authorized the award of a contract to iBuild Spectrum, Inc. for The Campesino Park, Memorial Park, and Madison Park Restroom Projects. The City has identified three restrooms that are a target for vandalism and require major efforts to maintain due to their old age and existing conditions. The scope includes demolishing the existing restroom buildings, installing new pre-fabricated restroom buildings, and some site improvements to provide an accessible path of travel to these facilities (Exhibit 1).

During construction, vandalism has been a big problem at all three-park sites. At Madison Park the vandalism has taken a toll on the project’s scope, electrical panels and electrical work was damaged to the point where power could not be restored at the park site. In order to continue construction, the project site was fenced and the contractor was directed to hire a private security guard company to monitor the construction park footprint, in order to prevent any more damage to the electrical improvements that are being worked on. With the additional security measures, there is

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Amend Construction Contract with iBuild Spectrum, Inc.

December 20, 2022

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Santa Ana City CouncilDecember 20, 2022

Santa Ana City Council
December 20, 2022