REQUEST FOR PROPOSALS

REQUEST FOR PROPOSALS ------------------------------------------------------------------ RFP #1585 Notice is hereby given that proposals will be received by the City of Culver City, California, for furnishing the following product: CONSULTING SERVICES FOR THE MANAGEMENT OF A LOW CARBON FUEL STANDARDS (LCFS) CREDIT PROGRAM AND PURCHASE OF RENEWABLE NATURAL GAS in strict accordance with the Specifications on file in the office of the CULVER CITY PURCHASING DIVISION, 4343 Duquesne Avenue, Culver City, California, 90232. Copies of specifications and bid documents may be obtained from the City s website at http://www.culvercity.org/how-do-i- /find/bidding-contract-opportunities. One original, one electronic, and two copies of the proposal must be submitted to the CITY CLERK at CITY HALL, 9770 Culver Boulevard, Culver City, California, 90232, not later than 3:00 p.m. on Thursday, April 28, 2016. Facsimile proposals will not be accepted. Any proposer may withdraw their proposal, without obligation, at any time prior to the scheduled closing time for receipt of proposals. A withdrawal will not be effective unless made personally or by telephonic notification received prior to the closing date. Proposals may later be referred to the City Council for appropriate action. The City reserves the right to reject any or all proposals as the best interests of the City may dictate. By: Martin Cole, City Clerk Published in The Culver City News on March 31, 2016

REQUEST FOR PROPOSALS for CONSULTING SERVICES FOR THE MANAGEMENT OF A LOW CARBON FUEL STANDARDS (LCFS) CREDIT PROGRAM AND PURCHASE OF RENEWABLE NATURAL GAS RFP #1585 March 2016 City of Culver City TRANSPORTATION DEPARTMENT 9770 Culver Boulevard Culver City, CA 90232 CITY OF CULVER CITY PAGE 1 RFP NO. 1585

CONSULTING SERVICES FOR THE MANAGEMENT OF A LOW CARBON FUEL STANDARDS (LCFS) CREDIT PROGRAM AND PURCHASE OF RENEWABLE NATURAL GAS I. REQUEST SUMMARY RFP #1585 The City of Culver City is soliciting proposals from qualified firms for consulting services for the development and management of a Low Carbon Fuel Standard (LCFS) Credit Program and the purchase of Renewable Natural Gas (RNG). The successful Proposer shall compensate The City for providing the proper rights for its LCFS credits created under LCFS Regulations at the maximum, estimated revenue received. II. INTRODUCTION A. Community Profile The City of Culver City (City) is a charter city incorporated in 1917. The City is governed by a five-member City Council whose members are elected at large and operates under a Council/City Manager form of government. Culver City is a full-service city located in the western area of Los Angeles County, generally situated north of Los Angeles International Airport, southeast of Santa Monica, south of Beverly Hills and southwest of West Hollywood. The City is approximately five square miles with a residential population of approximately 40,000. The total adopted budget for FY 2015-16 is approximately $224 million, of which $107 million is General Fund. B. Background The City of Culver City directly operates a fleet of over one-hundred compressed natural gas (CNG) vehicles including transit buses, refuse vehicles and many general service light-duty vehicles. The City owns and operates one CNG fueling station located at the City s Transportation Facility at 4343 Duquesne Avenue, Culver City, CA 90232. The City fuels natural gas vehicles on a daily basis, typically between the hours of 12:00 p.m. and 2:30 a.m. Monday through Sunday. The Transportation Facility receives natural gas through two dedicated gas meters. The meters supply natural gas to the property: one for the Administration and Maintenance buildings for heating and other industrial uses, and the other for the CNG station. More information regarding the CNG station meter is included in Attachment A. The City currently purchases its natural gas from the local public utility, Southern California Gas Company (SoCal Gas). Natural gas usage for transportation fueling purposes averages approximately 81,000 therms per month. The City s goal is to CITY OF CULVER CITY PAGE 2 RFP NO. 1585

reduce its energy costs (by way of rebates) while maintaining the highest possible degree of reliability and quality in its natural gas supply to ensure that the City s natural gas powered vehicles can be fueled and operated every day of the year. C. General RFP Submittal Information The City s designated staff will evaluate proposals received. During the review process, the City reserves the right, where it may serve the City s best interest, to request additional information or clarification from those that submit proposals, or allow clarifications, corrections of errors, or omissions. Any and all changes in the RFP will be made by written addendum, which shall be issued by the City to all prospective Proposers who have been issued or obtained copies of the RFP from the City s website. The City reserves the right to retain all proposals submitted. Submission of a proposal indicates the Proposer s acceptance of the conditions contained in this RFP, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City and the Proposer selected. The preparation of the proposal will be at the total expense of the Proposer. There is no expressed or implied obligation for the City to reimburse responding Proposers for any expense incurred in the preparation of proposals in response to this request. All proposals submitted to the City shall become properties of the City and will not be returned. The City reserves the right to reject any or all proposals, in whole or part, to waive any informality in any proposal, and to accept the proposal which, in its discretion, is in the best interest of the City. To be considered, proposers must send one color original, one electronic (searchable PDF copy of entire proposal), and three (3) hard copies of their proposal in a sealed envelope with the name of the company submitting the proposal and the title of RFP #1585 LCFS Program Consultant to: City of Culver City City Clerk 9770 Culver Blvd. Culver City, CA 90232 For a complete list of the City s RFP submittal terms and conditions, legal statements, and insurance requirements, please refer to Exhibit B attached hereto. D. RFP Questions Questions with regard to this RFP should be submitted by e-mail to Paul Condran, Fleet Services Manager, at paul.condran@culvercity.org by Thursday, April 7. All firms sending questions will receive responses to all CITY OF CULVER CITY PAGE 3 RFP NO. 1585

questions and any other addenda that may be released, via e-mail by Thursday, April 14, 2016. E. Schedule The City reserves the right to make changes to the below schedule, but plans to adhere to the implementation of this RFP process as follows: RFP released: March 24, 2016 Deadline for receiving questions: April 7, 2016 Response to questions: April 14, 2016 RFPs due: April 28, 2016, at 3:00pm (PST) Vendor selected: May 23, 2016 III. SCOPE OF SERVICES The City of Culver City is soliciting proposals from qualified firms for third party consulting services for the development and management of a Low Carbon Fuel Standard (LCFS) Program and the purchase of Renewable Natural Gas (RNG). Two options are being considered: Option #1: Management of the City s current stream of natural gas, including the production of all required documentation on behalf of the City to the California Air Resources and related entities to produce Low Carbon Fuel Standard Credits and provision of a dedicated revenue stream based on its natural gas usage. Option #2: (1) Management of the City s current stream of natural gas, including the production of all required documentation on behalf of the City to the California Air Resources and related entities to produce Low Carbon Fuel Standard Credits and provision of a dedicated revenue stream based on its natural gas usage, and (2) Provision of Renewable Natural Gas (RNG), including the percentage of RNG to be offered, in standard cubic feet per minute volumes, and any stipulations whereby RNG would become unavailable. It is the intent of the RFP to allow the City to take full advantage of its long established natural gas vehicle programs. Any proposed LCFS Program shall be cost neutral/effective to the City with no, or minimal, required expenses and maximum revenues. When initiating the LCFS Program, should retroactive revenue be found applicable for the City s longcommitted use of natural gas, the Proposer shall provide the time period allowable under the program in retroactive revenue. CITY OF CULVER CITY PAGE 4 RFP NO. 1585

A. Service Requirements The City s usage is approximately 976,000 therms of CNG fuel annually, and is expected to remain fairly constant throughout the contract term. However, provisions shall be included in the final agreement between the parties to accommodate increases and/or decreases in natural gas usage. Proposers should address how they would accommodate and price such potential increases and/or decreases in usage and its effects on LCFS pricing. The most recent (5- year) usage history is shown in the attached Attachment A. The successful Proposer must be a registered Energy Service Provider (ESP) with SoCal Gas and as approved by the California PUC. The successful Proposer will be required to register on behalf of the City as the regulated party in the ARB LCFS Program and must assume full responsibility for the guaranteed delivery of required volumes of natural gas at all times, including any periods during which supply is curtailed or restricted in any way by the local utility company or any other entity. The City s proposed LCFS Program is intended to be a fully contracted and managed program by the successful supplier/proposer for five (5) full years, or term of the ARB LCFS Program whichever is greater. The successful Proposer will manage, report, complete all documentation to all required and reporting parties on behalf of the City on a timely, scheduled (regular) basis without exception. Any fault in the reporting of information, failure to provide the State or Utility Companies, or the City with required information on a predetermined timeframe, is considered a default and may cause immediate termination of the program until such time it may be re-initiated. If after 30 days there is no response or intent to continue the program by the Proposer the City will move to terminate the contract by the Proposer s default. The City shall for the term of the agreement, and in return for compensation, provide the successful Proposer with rights to all LCFS credits generated as a result of CNG being dispensed from the City s CNG fueling station. The successful Proposer shall compensate The City for a fossil fuel equivalent volume of credits created at the fueling station(s) using the guidance provided in Title 17 of the California Code of Regulations. Proposers shall identify a method or approach that will guarantee that the City is reimbursed within 15 calendar days or other mutually agreed upon timeframe for 100 percent of the market value of its LCFS credits earned each month throughout the contract term. The Proposer will provide the City with monthly output reports indicating the amount of LCFS credits used, the estimated revenue from the anticipated volume and the revenue percentage the Proposer expects to receive through the program. If RNG is supplied, these monthly reports shall include the percentages of the RNG gas supplied. The City desires the greatest percentage of RNG available while not negating the requirement of high quality natural gas for its CNG fleet. Additionally, the selected vendor will be required to provide the following services based on the selected procurement method: CITY OF CULVER CITY PAGE 5 RFP NO. 1585

Monthly balancing as required by natural gas supplier Billing services Monthly updates to the City regarding LCFS market conditions Quarterly cumulative accounting of the City s LCFS credit balance Natural gas supply and delivery arrangements Maintenance of an auditable paper trail Management all regulatory requirements including regulatory filings Reporting requirements Adherence to market rules Verification of actual emissions to regulatory agencies All compliance obligations promulgated under AB32 or subsequent legislation The successful Proposer is required to hold and maintain separate contracts between their company and all relative utility companies for the introduction of renewal natural gas (RNG) by use of the utility s piping, connections, any and all infrastructure, dispenser equipment, valves, meters and natural gas gating to include inter-state transmission of gas that may be used by the City. This contractual agreement between the successful Proposer shall remain in effect for the five-year life of this contract. The successful Proposer shall provide to the City each renewable threshold time period a new (if applicable) copy of any or all such contracts. This documentation must be in City files and kept current by the successful Proposer and maintained by the sole responsibility of the Proposer. The successful Proposer will indemnify, defend and hold harmless the City of Culver City and its employees by any company or the public utilities commission seeking any and all damages as a part of this program from the negligence or complicit actions by the successful Proposer; and defend and hold harmless the City of Culver City and its employees by any company seeking any and all damages as a part of this program, The City of Culver City from any breach of contract held between the successful Proposer and their using utility company(s). The City will have no interest, expressed or otherwise in the, or any contractual agreement(s) between the successful Proposer and the utility company(s). B. Pricing Requirements The City reserves the right to select the option that is determined to be the most advantageous to the City and enter into a contract based on that selection. During the five-year (5) term of this agreement, the City reserves the right to purchase natural gas based on a current index (e.g. SoCal Gas), plus or minus fees, or convert such agreement into a fixed price, longer term agreement or such other terms as may be in the best interest of the City. The City will require proposing parties to provide their pricing in a minimum amount to allow for a reasonable minimum contract term. Each proposer should offer its available alternatives and best approach in terms of providing both natural gas pricing and LCFS management services for a total requirements package that CITY OF CULVER CITY PAGE 6 RFP NO. 1585

ensures the reliable delivery of the City s natural gas requirements, at a competitive price, and guarantees top market value for the City s LCFS credits. For its price submittal, proposing firms must provide pricing in a monthly format using a California State recognized natural gas index as a basis, and the price submittal must designate the index used for the basis of pricing. Proposing firms are to include a minimum and maximum contract term. In each instance, narrative must be provided to thoroughly explain the rational, payment mechanisms and individual cost elements for the proposal submittals and details of the CARB auctions of LCFS credits. Index pricing shall mean the price posting relative to that as first published each month for SoCal Gas. Fixed pricing shall mean a constant price for all natural gas requirements during the contract term. CITY OF CULVER CITY PAGE 7 RFP NO. 1585

IV. PROPOSAL FORMAT AND CONTENT A. Presentation Proposals shall be typed, double-spaced and submitted on 8 1/2 x 11 size paper, in a 3-ring binder or other uniform method of fastening. Offers should not include any unnecessarily elaborate or promotional material. Lengthy narrative is discouraged and presentations should be brief and concise; proposal submittals shall be organized as set forth below. B. Letter of Transmittal The Letter of Transmittal shall be included in the technical proposal submittal and addressed to Paul Condran, Fleet Services Manager/Project Manager, and must, at a minimum, contain the following: 1. Identification of Proposer, including name, address, email address, facsimile and telephone numbers. 2. Proposed working relationship between proposer and sub-proposers who supply or provide services that are 10% or greater of the total component costs. Provide sub-proposers name(s), address and telephone numbers. 3. Acknowledgment of receipt of all RFP addenda, if any. Name, title, address, telephone number, and e-mail address(es) of contact person during period of proposal evaluation. 4. A statement stating the proposal is valid for a period of not less than 120 days from the date of submittal. 5. Name and signature of a person authorized to bind Proposer to the terms of the proposal and to negotiate contract price/terms on Proposer s behalf. C. Technical Proposal Qualifications, Related Experience and References of Proposers: This section of the proposal should establish the ability of a Proposer to satisfactorily perform/provide the required work by reasons of: experience in performing work of a similar nature; demonstrated competence in the services to be provided; strength and stability of the firm; staffing capability; work load; record of meeting schedules on similar projects; and supportive client references. Particular attention should be given to Section III, Scope CITY OF CULVER CITY PAGE 8 RFP NO. 1585

of Services, to ensure the Contractor s ability to fulfill all requirements is demonstrated in its submittal. Proposer Shall: a) Provide a brief profile of the firm, including the types of services offered; the year founded; form of the organization (corporation, partnership, sole proprietor- ship); number, size and location of offices; and number of employees. b) Provide a general description of the firm s financial condition and identify any conditions (e.g., bankruptcy, pending litigation, planned office closures, impending merger, and potential labor disputes) that may impede Proposer s ability to complete the project. Audited financial statements, or a one-page summary from a CPA shall be submitted. This statement should clearly identify the financial status and condition of the Proposer s immediate business entity, as well as that of the overall Company structure, if applicable; the date of this statement should cover a period of at least one (1) year and should be dated no more than twelve (12) months prior to the date of the proposal submission. c) Describe the firm s experience in performing work of a same/similar nature to that solicited in this RFP. Include at a minimum, name of the contracting City, type of service(s) provided, and contract period, and the name, address and telephone number of a current contact person/reference. d) Provide a minimum of three (3) references for the projects cited as related experience, and furnish the name, title, address and telephone number of the person(s) at the client organization who is most knowledgeable about the work performed. Proposer may also supply references from other work not cited in this section as related experience. Proposer should ensure contact names/telephone numbers are accurate; inaccurate references may be a factor in the overall evaluation of the proposal. Each reference must specifically address start/end dates of the project and services provided which should correlate with the requirements of this RFP. This information must be concise and contain no sales information. CITY OF CULVER CITY PAGE 9 RFP NO. 1585

D. Response to Scope of Services Proposer shall provide a detailed narrative addressing Section III, Scope of Services requirements and demonstrating Proposer s understanding of City s needs and requirements. Throughout the narrative, Proposer will include references for each section in the Scope of Services that refers to the City s requirements. Proposer shall: a) Describe the approach to completing the tasks specified in the Scope of Services. b) Outline sequentially the activities that would be undertaken for each task and specify who would perform them; ensure Proposer roles/city staff roles are delineated. c) Furnish a schedule for beginning and maintaining the project in terms of elapsed weeks from the project commencement date. d) Identify methods that Proposer will use to ensure quality control as well as overall program management control procedures that will be used for the project. e) Proposers should discuss their process/procedures for collecting operational and financial data, and demonstrate their understanding of various data collection activities and reporting requirements as required under California AB 32. f) Identify and provide all sample agreements that City will be required to execute. E. Exceptions/Deviations Include all exceptions to, or deviations from, the requirements of this RFP, segregating "technical" exceptions from "contractual" exceptions. Each exception must reference the particular section in the Scope of Services or Agreement Article that refers to City s requirements. If your firm has no clarification, exception or deviation from any of the terms and conditions contained within this RFP, a statement to that effect shall be included in the proposal. CITY OF CULVER CITY PAGE 10 RFP NO. 1585

Proposer may also propose procedural or technical enhancements/innovations to the Scope of Services, which do not materially deviate from the objectives or required content of the project. F. Cost and Price Proposal As part of their cost and price proposal, the Proposer shall submit proposed pricing to provide the services for the required effort described in Section III, Scope of Services. Proposers pricing shall include all applicable prices and costs, including but not limited to, direct/indirect labor rates, material costs (if any), other direct charges, profit, and all applicable taxes. The Proposer shall furnish narrative as noted in Section III, Scope of Services to support its price submittal. Any costs excluded from Proposer s price proposal to City shall be the sole responsibility of the Proposer. An authorized employee must execute the forms and the originals (only) shall be included in the Price Proposal package. The price proposal shall include the minimum / maximum revenues the City can anticipate to receive based on the selling the City s LCFS Credits on the open market. G. Appendices Information considered by Proposer to be pertinent to this project and which has not been specifically solicited in any of the aforementioned sections may be placed into a separate appendix section. However, Proposers are cautioned that this does not constitute an invitation to submit large amounts of extraneous materials; appendices should be relevant and brief. H. Party and Participant Disclosure Forms In conformance with the statutory requirements of the State of California Government Code Section 84308, part of the Political Reform Act and Title 2, California Code of Regulations 18438 through 18438.8, regarding campaign contributions to members of appointed Boards of Directors. Proposer is required to submit only ONE copy of the completed form(s) as part of its proposal and it should be included only in the original proposal. Both Proposer and its sub-proposers must complete the form entitled Party Disclosure Form. Lobbyists or agents representing the Proposer in this procurement must complete the form entitled Participant Disclosure Form. CITY OF CULVER CITY PAGE 11 RFP NO. 1585

I. Public Records Policy Responses (proposals) to this Request for Proposal (RFP) and the documents constituting any Contract entered into thereafter become the exclusive property of City and shall be subject to the California Public Records Act (Government Code Section 6250 et seq.). Those elements in each proposal which Proposer considers to be trade secrets, as that term is defined in Civil Code Section 3426.1(d), or otherwise exempt by law from disclosure, should be prominently marked as TRADE SECRET, CONFIDENTIAL, or PROPRIETARY by Proposer. City will use its best efforts to inform Proposer of any request for disclosure of any such document. City, shall not in any way, be liable or responsible for the disclosure of any such records including, without limitation; those so marked if disclosure is deemed to be required by law or by an order of the Court. In the event of litigation concerning disclosure of information the Proposer considers exempt from disclosure, City will act as a stakeholder only, holding the information until otherwise ordered by a court or other legal process. If City is required to defend an action arising out of a Public Records Act request for any of the contents of a Proposer s proposal marked Confidential, Proprietary, or Trade Secret, Proposer shall defend and indemnify City from all liability, damages, costs, and expense, including attorneys fees, in any action or proceeding arising under the Public Records Act. To insure confidentiality, Proposers are instructed to enclose all Confidential, Proprietary, or Trade Secret data in separate sealed envelopes included with the proposal documents. Because the proposal documents are available for review by any person after award of a contract resulting from an RFP, City shall not in any way be held responsible for disclosure of any Confidential, Proprietary, or Trade Secret documents that are not contained in envelopes and prominently marked. CITY OF CULVER CITY PAGE 12 RFP NO. 1585

V. EVALUATION AND AWARD A. EVALUATION CRITERIA The City will evaluate the offers received based on the following criteria: 1. Qualifications, Related Experience, and References (25%) Technical experience in performing work of similar nature; experience working with public agencies; strength and stability of the firm; strength, stability, experience and technical competence of Proposers; assessment by client references; references with demonstrated success in providing similar services. 2. Cost and Price (70%) Reasonableness of the total price and competitiveness of this amount with other offers received; adequacy of data in support of figures quoted; reasonableness of unit price; basis on which prices are quoted and the highest projected or secured revenues. This will be measured yearover-year for the life of this contract. 3. Completeness of Response (5%) Completeness of response in accordance with RFP instructions; exceptions to or deviations from the RFP requirements that the City cannot or will not accommodate; and any other relevant factors not considered elsewhere. B. EVALUATION PROCEDURE An Evaluation Committee comprised of City staff, in accordance with the above criteria, will evaluate all proposals received as specified. The evaluators in applying the major criteria to the proposals may consider additional sub-criteria beyond those listed. During the evaluation period, the City reserves the right to interview some or all the proposing firms and the right to conduct site inspections of some or all of the Proposer s facilities. C. AWARD The City will evaluate the proposals received and will submit the proposal considered to be the most competitive to the City Council for consideration and Approval. The City may also negotiate contract terms with the selected Proposer prior to award, and expressly reserves the right to negotiate with several Proposers simultaneously and, thereafter, to award a contract to the Proposer offering the most favorable terms to the City. CITY OF CULVER CITY PAGE 13 RFP NO. 1585

D. NOTIFICATION OF AWARD AND DEBRIEFING Proposers who submit a proposal in response to this RFP shall be notified in writing via email regarding the firm who was awarded the contract. CITY OF CULVER CITY PAGE 14 RFP NO. 1585

Therms EXHIBIT A CULVER CITY ANNUAL NATURAL GAS USAGE Meter Number Location Annual Use Est. S/N 726578 9815 W. Jefferson Blvd Culver City, CA 975,000 Therms 5-YEAR HISTORY OF TOTAL THERMS USED FOR CNG VEHICLE FUELING Annual CNG Use 1,000,000 950,000 900,000 850,000 800,000 750,000 FY11 FY12 FY13 FY14 FY15 Therms 943,963 984,403 985,801 978,915 988,106 CITY OF CULVER CITY RFP NO. 1585

EXHIBIT B TERMS AND CONDITIONS 1. STATEMENT OF SERVICES A. Proposer shall perform the work necessary to complete, in a manner satisfactory to The City, the services set forth in Section III, Scope of Services, inclusive of all attachments set forth herein. Proposer shall also perform in accordance with its proposal to City dated. All services shall be provided at the times and places designated by City. B. Proposer shall provide the personnel listed in Section III, Scope of Services, to perform the above-specified services, which persons are hereby designated as key personnel under this Agreement. No person named in Section III, Scope of Services, or his/her successor approved by CITY, shall be removed or replaced by Proposer, nor shall his/her agreed upon function or level of commitment hereunder be changed, without the prior written consent of City. Should the services of any key personnel become no longer available to Proposer, the resume and qualifications of the proposed replacement shall be submitted to City for approval as soon as possible, but, in no event, later than seven (7) calendar days prior to the departure of the incumbent key personnel, unless Proposer is not provided with such notice by the departing key personnel. City shall respond to Proposer within seven (7) calendar days following receipt of these qualifications concerning acceptance of the proposed replacement. 2. INDEPENDENT CONTRACTOR City and Proposer agree that Proposer, in performing the services herein specified, shall act as an independent contractor and shall have control of all work and the manner in which it is performed. Proposer shall be free to contract for similar service to be performed for other employers while under contract with City. Proposer is not an agent or employee of City, and is not entitled to participate in any pension plan, insurance, bonus, worker s compensation or similar benefits City provides for its employees. Proposer shall be responsible to pay and hold City harmless from any and all payroll and other taxes and interest thereon and penalties therefor which may become due as a result of services performed hereunder. The Proposer s relationship to City in the performance of this Agreement is that of an Independent Contractor. The Proposer s personnel performing services under this Agreement shall at all times be under Proposer s exclusive direction and control and shall be employees of Proposer and not employees of City. Proposer shall pay all wages, salaries and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, worker s compensation and similar matters. CITY OF CULVER CITY RFP NO. 1585

3. ASSIGNMENTS AND SUBCONTRACTING A. This Agreement is for the specific services with Proposer as set forth herein. Any attempt by Proposer to assign the benefits or burdens of this Agreement without written approval of City shall be prohibited and shall be null and void; except that Proposer may assign payments due under this Agreement to a financial institution. B. Subcontractors, if any, engaged by the Proposer for any service or Work under this Contract shall be subject to the approval of the City. Proposer agrees to bind every subcontractor by the terms of the Contract as far as such terms are applicable to subcontractor s work, including, without limitation, all indemnification, insurance, bond, and warranty requirements. If Proposer shall subcontract any part of this Contract, Proposer shall be fully responsible to the City for acts and omissions of its subcontractor and of persons either directly or indirectly employed by itself. Nothing contained in the Contract Documents shall create any contractual relations between any subcontractor and the City. C. The Proposer shall have no right to terminate any sub-contract for cause and then perform the work with its own employees without City s prior written consent. City reserves the right to require Proposer to replace its terminated sub-proposer with another sub-proposer agreeable to CITY, and to do so without any increase or delay in the performance of this Agreement. 4. INSURANCE The Proposer (Proposer) shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Proposer, his agents, representatives, employees or subcontractors. Proposer shall submit duly executed certificates of insurance for the following: 1. An occurrence based Commercial General Liability ("CGL") policy, at least as broad as ISO Form CG 0001, in the minimum amount of One Million Dollars ($1,000,000) each occurrence, with not less than Two Million Dollars ($2,000,000) in annual aggregate coverage. The CGL Policy shall have the following requirements: a) The policy shall provide coverage for personal injury, bodily injury, death, accident and property damage and advertising injury, as those terms are understood in the context of a CGL policy. The coverage shall not be excess or contributing with respect to City's self-insurance or any pooled risk arrangements; CITY OF CULVER CITY RFP NO. 1585

b) The policy shall provide $1,000,000 combined single limit coverage for owned, hired and non-owned automobile liability; c) The policy shall include coverage for liability undertaken by contract covering, to the maximum extent permitted by law. Proposer's obligation to indemnify the Indemnitees as required under Paragraph 6 of this agreement; d) The Policy shall not exclude coverage for Completed Operations or Hazards; and e) The City of Culver City, members of its City Council, its boards and commissions, officers, agents, and employees will be named as an additional insured in an endorsement to the policy, which shall be provided to the City and approved by the City Attorney. 2. The policy shall provide $1,000,000 combined single limit coverage for owned, hired and non-owned automobile liability. 3. Workers' Compensation limits as required by the Labor Code of the State of California with Employers' Liability limits of One Million Dollars ($1,000,000.00) per accident, if the Agreement will have Proposer employees working within the City limits. If the Proposer maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Proposer. Other Insurance Requirements 1. All insurance listed in Paragraph A shall be issued by companies licensed to do business in the State of California, with a claims paying ability rating of "BBB" or better by S&P (and the equivalent by any other Rating Agency) and a rating of A-:VII or better in the current Best's Insurance Reports; 2. Proposer shall provide City with at least thirty (30) days prior written notice of any modification, reduction or cancellation of any of the Policies required in Paragraph A, or a minimum of ten (10) days notice for cancellation due to non-payment. Additional Insured Status CITY OF CULVER CITY RFP NO. 1585

The City of Culver City, members of its City Council, its boards and commissions, officers, agents, and employees will be named as an additional insured in an endorsement to the policy, which shall be provided to the City and approved by the City Attorney Verification of Coverage Proposer shall furnish the City s Project Manager with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Proposer s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City may increase the scope or dollar amount of coverage required under any of the policies described above, or may require different or additional coverages, upon prior written notice Proposer. 5. HOLD HARMLESS To the fullest extent permitted by law, Proposer shall indemnify, defend (at Proposer 's sole expense, with legal counsel approved by City) and hold harmless the City of Culver City, members of its City Council, its boards and commissions, officers, agents, and employees (hereinafter, "Indemnitees"), from and against all loss, damage, cost, expense, liability, claims, demands, suits, attorneys' fees and judgments arising from or in any manner connected to Proposer 's or its employees or agent s wrongful or negligent acts, errors or omissions related to this Agreement. This indemnification includes, but is not limited to, tort liability to a third person for bodily injury and property damage. Proposer agrees that this obligation to indemnify, defend and hold harmless extends to liability and/or claims arising from Indemnitees' active or passive negligence. Notwithstanding the foregoing, nothing herein shall be construed to require Proposer to indemnify an Indemnitee from any claim arising from the sole negligence or willful misconduct of that Indemnitee. The duty to defend referenced herein is wholly independent from the duty to indemnify, arises upon written notice by City to Proposer of a claim within the potential scope of this indemnification provision, and exists regardless of any determination of the ultimate liability of Proposer, City or any Indemnitee. CITY OF CULVER CITY RFP NO. 1585

6. CHANGES By written notice any changes to the general scope of this agreement, including, but not limited to, the services furnished to City by Proposer as described in Section III, Scope of Services shall be stipulated within a 30 day timeframe. If any such work suspension or change causes an increase or decrease in the price of the agreement or in the time required for its performance, Proposer shall promptly notify City thereof and assert its claim for adjustment within ten (10) days after the change or work suspension is ordered, and an equitable adjustment shall be negotiated. Nothing in this provision shall excuse Proposer from otherwise proceeding immediately with Agreement as changed. 7. DISPUTES A. Except as otherwise provided for in this agreement, any dispute concerning a question of fact arising under this agreement, which is not disposed of by supplement agreement, shall be decided by The City s Project Manager, who shall reduce the decision to writing and shall mail, or otherwise furnish a copy thereof to Proposer. The decision of the City s Project Manager shall be final and conclusive unless, within thirty (30) calendar days from the date of receipt of such copy, Proposer mails or otherwise furnishes to the City s Project Manager a written appeal addressed to City s Transportation Director, or the City s City Manager. The decision of the City s Project Manager, or duly authorized representative for the determination of such appeals, shall be final and conclusive. B. Any such decision made pursuant to this Article shall be final and conclusive, unless the same is fraudulent, capricious, arbitrary or so grossly erroneous as to necessarily imply bad faith or is not supported by substantial evidence. In cases where fraud by such official or his representative or Board is alleged, the provisions of this Article shall not be pleaded in any suit as limiting judicial review of any such decision. C. Pending final decision of a dispute hereunder, Proposer shall proceed diligently with the performance of this Agreement in accordance with the decision of City s Project Manager. This Disputes clause does not preclude consideration of questions in law in connection with decisions provided for above. Nothing in this Agreement, however, shall be construed as making the final decision of any CITY official or representative on a question of law, which questions shall be settled in accordance with the laws of the State of California. 8. TERMINATION A. CITY may terminate this Agreement for its convenience any time, in whole or in part, by giving PROPOSER written notice thereof. Upon termination, CITY shall pay PROPOSER its allowable costs incurred to date of that portion terminated. Said termination shall be construed in accordance with the CITY OF CULVER CITY RFP NO. 1585

provisions of the Federal Acquisition Regulation (FAR), Part 31.205 and Part 49, the specific sub-parts and other provisions thereof, applicable to termination for convenience. If CITY sees fit to terminate this Agreement for convenience, said notice shall be given to PROPOSER in accordance with the provisions of the FAR referenced above and Article 22 Notices, herein. Upon receipt of said notification, PROPOSER agrees to comply with all applicable provisions of the FAR pertaining to termination for convenience. B. PROPOSER shall have no rights to terminate this Agreement or any subcontracts under this Agreement for Proposer s convenience. C. PROPOSER shall have no rights to terminate any sub-contracts for cause and then perform the work with its own forces without City s prior written consent. CITY reserves the right to require PROPOSER to replace its terminated sub- Proposers with another sub- Proposer agreeable to CITY, and to do so without any increase or delay in the performance of this Agreement. D. CITY may terminate this Agreement for Proposer s default if a federal or state proceeding for the relief of debtors is undertaken by or against Proposer, or if Proposer makes an assignment for the benefit of creditors, or if PROPOSER breaches any term(s) or violates any provision(s) of this Agreement and does not cure such breach or violation within thirty (30) calendar days after written notice thereof by CITY. Proposer shall be liable for any and all reasonable cost incurred by CITY as a result of such default including, but not limited to, re-procurement costs of the same or similar services defaulted on by Proposer under this Agreement. Such termination shall comply with the Federal Acquisition Regulation (FAR), Part 31.205 and Part 49. 9. FORCE MAJEURE Either party shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control including, but not limited to: any incidence of fire, flood; acts of God or the public enemy; commandeering of material, products, plants or facilities by the federal, state or local government; national fuel shortage; acts of war, terrorism; strikes; regulations, contractual acts of either party or a material act of omission by the other party; when satisfactory evidence of such cause is presented to the other party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the party not performing. PROPOSER shall use its best efforts to remove the cause of delay and resume work as soon as possible. CITY OF CULVER CITY RFP NO. 1585

10. EXCUSABLE DELAYS A. If PROPOSER is delayed at any time during the progress of the project by the neglect or failure of the CITY or by a cause described below, then the time for completion and/or affected delivery date(s) shall be extended by CITY to the following conditions: a. The PROPOSER demonstrates to the City s satisfaction that the completion of the project and/or affected delivery date(s) will be actually and necessarily delayed; b. The effect of such cause cannot be avoided or mitigated by the exercise of all reasonable precautions, efforts and measures whether before or after the occurrence of the cause of the delay; and c. PROPOSER makes a written request and provides documentation or other information to CITY substantiating the cause of the delay. B. A delay meeting all of the conditions of this Article shall be deemed an excusable delay. Any concurrent delay, which does not constitute an excusable delay, shall not be the sole basis for denying a request hereunder. None of the above shall relieve the PROPOSER of any liability for the payment of any liquidated damages, owing from a failure to complete the project by the time for completion, that PROPOSER is required to pay, pursuant to Article 21 of this Agreement, for delays occurring prior to, or subsequent to, the occurrence of the excusable delay. C. City reserves the right to rescind or shorten any extension previously granted, if subsequently City determines and provides documentation of the rationale for that determination, that any information provided by PROPOSER in support of a request for extension of time was erroneous; provided however, that such information or facts, if known, would have resulted in a denial of the request for an excusable delay. Notwithstanding the above, CITY shall not rescind or shorten any extension previously granted if PROPOSER acted in reliance upon the granting of such extension and such extension was based on information which, although later found to have been erroneous, was submitted in good faith by PROPOSER. 11. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notice(s) in person or by depositing said notice(s) in the U.S. Mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: TO CITY: City of Culver City Transportation Department Mr. Paul Condran 4343 Duquesne Ave Culver City, CA 90232 TO PROPOSER: CITY OF CULVER CITY RFP NO. 1585

12. PROMPT PAYMENT A. The successful proposer will identify herewith the terms of the expected revenue payments to the City. This expectation shall be considered a normal cycle of payment to extent that the City can expect to receive a revenue payment on or by an expected date. Terms: Expected Date: Estimated Revenue amount (annual): All revenue checks shall be remitted to: The City of Culver City C/O Paul Condran Fleet Services/Facilities Manager Transportation Department 4343 Duquesne Ave Culver City, CA 90232 Re: LCFS Credit B. Failure provide the City with a to-be-determined and stipulated, timely payment structure, and to comply with a provision for a delay in payment, without prior written approval from the CITY, will constitute noncompliance, which may result in the termination of the Agreement or other such remedy as CITY deems appropriate. CITY reserves the right to request the appropriate documentation from CONTRACTOR showing payment has been made to the Sub-Contractor(s). C. These Prompt Payment provisions must be incorporated in all contract agreements issued by Proposer under this Agreement. 13. FEDERAL, STATE AND LOCAL LAWS Proposer shall perform all work in accordance with all applicable laws, codes and regulations required by all authorities having jurisdiction over such work. 14. EQUAL EMPLOYMENT OPPORTUNITY In connection with its performance under this Agreement, Proposer shall not discriminate on the basis of gender, gender identity, gender expression, sexual orientation, sex, age, disability, medical condition, genetic information, marital status, race, color, religion, ancestry, or national origin. Proposer shall take affirmative action to ensure that employees are treated during employment without regard to their gender, gender identity, gender expression, sexual CITY OF CULVER CITY RFP NO. 1585

orientation sex, age, disability, medical condition, genetic information, marital status, race, color, religion, ancestry, or national origin. Such affirmative action shall include, but not be limited to, the advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Proposer shall post in a conspicuous place available to all employees and applicants for employment notices setting forth the provisions of this fair employment practices paragraph.. The PROPOSER shall carry out applicable requirements of Title VI of the Civil Rights Act of 1964, 42 USC Section 2000d and U.S. DOT regulations in the award and administration of DOT assisted contracts. Failure by the PROPOSER or Subcontractor to carry out these requirements is a material breach of the Agreement, which may result in the termination of this Agreement or such other remedy as the City deems appropriate. 15. OWNERSHIP OF REPORTS AND DOCUMENTS City shall be the owner of any and all computations, plans, correspondence and/or other pertinent data, information, documents and computer media, including disks and other materials gathered or prepared by Proposer in performance of this Agreement, or at any earlier or later time when the same may be requested by City. Such work product shall be transmitted to City within ten (10) days after a written request therefor. Proposer may retain copies of such products. All written documents shall be provided to City in digital and in hard copy form. 16. GOVERNING LAW The terms of this Agreement shall be interpreted according to the laws of the State of California. If litigation arises out of this Agreement, then venue shall be in the Superior Court of Los Angeles County. CITY OF CULVER CITY RFP NO. 1585