Loading...
HomeMy WebLinkAbout065471 - General - Contract - Big Belly Solar, LLCCSC No. 65471 FORT WORTH CITY OF FORT WORTH SOLE SOURCE PURCHASE AGREEMENT This Sole Source Purchase Agreement ("Agreement") is entered into by and between Big Belly Solar, LLC ("Seller"), a Delaware limited liability company, by and through its duly authorized representative, and the City of Fort Worth, ("Buyer"), a Texas home -rule municipal corporation, by and through its duly authorized Assistant City Manager. Each entity may be individually referred to herein as a "party" and collectively as the "parties". The Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: l . This Sole Source Purchase Agreement; 2. Exhibit A: City of Fort Worth Standard Terms and Conditions; 3. Exhibit B: Conflict of Interest Questionnaire; 4. Exhibit C: Seller Contact Information; 5. Exhibit D: Seller's Sole Source Justification Letter; and 6. Exhibit E: Seller's Quote Exhibits A through E, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. If any provisions of the attached Exhibits conflict with the terms herein, the terms in this Sole Source Purchase Agreement and in Exhibit A will control. Buyer shall pay Seller in accordance with the fee schedule in Exhibit E and in accordance with the provisions of this Agreement. Total annual payment made under this Agreement by Buyer shall be an amount up to Twenty Thousand Dollars ($20,000.00). Seller shall not provide any additional items or services or bill for expenses incurred for Buyer not specified by this Agreement unless Buyer requests and approves in writing the additional costs for such services. Buyer shall not be liable for any additional expenses of Seller not specified by this Agreement unless Buyer first approves such expenses in writing. The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective parry. Seller and Buyer have caused this Agreement to be executed by their duly authorized representatives to be effective as of the date signed by the Buyer's Assistant City Manager. [SIGNATURE PAGE FOLLOWS] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] OFFICIAL RECORD 1 CITY SECRETARY FT. WORTH, TX ACCEPTED AND AGREED, to be effective when executed by the Assistant City Manager: CITY OF FORT WORTH By: Name: Title: va& Valerie Washington (Jul 6, 2026 04:00:53 CDT) Valerie Washington 07/06/2026 Assistant City Manager APPROVAL RECOMMENDED: ��ia& By: Name: James Keezell Title: Environmental Services Asst Director ATTEST: unyq �� �FORT�?o9d0 0 F'8 .10 Ove e=A / GPQd aynTEXoS.oa*� By: `/C 1 Name: Jannette S. Goodall Title: City Secretary BIG BELLY SOLAR, LLC. erg f-Cwt — jr By: Eric Hunt Jr (Jun 29, 2026 12:07:51 EDT) Name: Eric Hunt, Jr. Title: VP Finance Date: 06/29/2026 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Kelly Cleveland By: Kelly Cleveland (Jun 29, 2026 11:10:35 CDT) Name: Kelly Cleveland Title: Sr Contract Compliance Specialist APPROVED AS TO FORM AND LEGALITY: By: M Kevin Anders a I.i Name: M. Kevin Anders, II Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit A CITY OF FORT WORTH, TEXAS STANDARD PURCHASING TERMS AND CONDITIONS 1. DEFINITION OF BUYER For purposes of this Agreement, the term "Buyer" means and includes the City of Fort Worth, its officers, agents, servants, authorized employees, vendors, and subcontractors who act on behalf of various City departments, bodies, or agencies. 2. DEFINITION OF SELLER For purposes of this Agreement, the term "Seller" means and includes Big Belly Solar, LLC, its officers, agents, servants, employees, vendors, subcontractors, or other providers of goods and/or services who act on behalf of the entity under contract with the City of Fort Worth. 3. TERM The initial term of this Agreement is for one (1) year, beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement. Buyer will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal periods (each a "Renewal Term"), subject to an updated spare parts price list from Seller 4. PUBLIC INFORMATION Buyer is a government entity under the laws of the State of Texas and all documents held or maintained by Buyer may be subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked by Seller as Confidential or Proprietary, Buyer shall promptly notify Seller. It will be the responsibility of Seller to submit to the Texas Attorney General's Office reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by Buyer, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Parties agree that nothing contained within this Agreement is considered proprietary or trade secret information and that this agreement may be released in the event that it is requested. 5. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer may have a financial interest, direct or indirect, in any contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials, supplies or services, except on behalf of Buyer as an officer or 3 employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his office or position Any violation of this section with the knowledge, expressed or implied, of the person or corporation contracting with the City Council shall render the contract voidable by the City Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter). 6. ORDERS 6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who act on behalf of various City departments, bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers, purchase order numbers, or release numbers issued by the Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing Division will place such orders. 6.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number, purchase order number, or release number issued by the Buyer may result in rejection of delivery, return of goods at the Seller's cost and/or non- payment. 7. SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows: (a) Seller's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 8. SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 9. TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery and after inspection and acceptance of the goods. rd 10. DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed. 11. PLACE OF DELIVERY The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase change order, or release order. 12. RIGHT OF INSPECTION Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 13. INVOICES 13.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change order after each delivery. Invoices shall indicate the purchase order or purchase change order number. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's department and address as set forth in the block of the purchase order, purchase change order or release order entitled "Ship to." Payment shall not be made until the above instruments have been submitted after delivery and acceptance of the goods and/or services. 13.2 Seller shall not include Federal Excise-, or State or City sales tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Seller's request. 13.3 Payment. All payment terms shall be "Net 30 Days" from the date of invoice, unless otherwise agreed to in writing. The Seller shall issue the invoice upon shipment of goods. Before the first payment is due to Seller, Seller shall register for direct deposit payments prior to providing goods and/or services using the forms posted on the City's website". 14. PRICE WARRANTY 14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the prices contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer shall have the right to cancel this contract without any liability to Seller for breach k, or for Seller's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Buyer may have at law or in equity. 14.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage fee or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Seller for the purpose of securing business. For breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights arising pursuant to said purchase(s), to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage fee or contingent fee, or otherwise to recover the full amount thereof. 15. PRODUCT WARRANTY Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. 16. SAFETY WARRANTY Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at Seller's expense. In the event Seller fails to make appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty (30) days after request is made by Buyer in writing and received by Seller. Notice is considered to have been received upon hand delivery, or otherwise in accordance with the Notice to Parties Clause of this Agreement. Failure to make such refund shall constitute a breach and cause this contract to terminate immediately. 17. SOFTWARE LICENSE TO SELLER — [INTENTIONALLY DELETED] 18. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to programs, documentation, software, analyses, applications, methods, ways, and processes (each individually referred to as a "Deliverable" and collectively as the "Deliverables") do not 11 infringe upon or violate any patents, copyrights, trademarks, service marks, trade secrets, or any other intellectual property rights or other third -party rights. 18.2 SELLER shall be liable and responsible for any and all claims made against the Buyer for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the Buyer's continued use of the Deliverable(s) hereunder. 18.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim or action against Buyer for infringement of any patent, copyright, trademark, trade secret, or similar property right arising from Buyer's use of the Deliverables in accordance with this Agreement, it being understood that this agreement to defend, settle, or pay shall not apply if Buyer modifies or misuses the Deliverables. So long as SELLER bears the cost and expense of payment for claims or actions against Buyer pursuant to this section, SELLER shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Buyer shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and Buyer agrees to cooperate with SELLER in doing so. In the event Buyer, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against Buyer for infringement arising under this Agreement, Buyer shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, SELLER shall fully participate and cooperate with Buyer in defense of such claim or action. Buyer agrees to give SELLER timely written notice of any such claim or action along with copies of all papers Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses shall not eliminate SELLER's duty to indemnify Buyer under this Agreement. If the Deliverables or any part thereof is held to infringe and the use thereof is enjoined or restrained, or if as a result of a settlement or compromise such use is materially adversely restricted, SELLER shall, at its own expense: (a) procure for Buyer the right to continue to use the Deliverables; or (b) modify the Deliverables to make them non -infringing, provided that such modification does not materially adversely affect Buyer's authorized use of the Deliverables; or (c) replace the Deliverables with equally suitable, compatible, and functionally equivalent non -infringing Deliverables at no additional charge to Buyer; or (d) if none of the foregoing alternatives is reasonably available to SELLER, terminate this Agreement and refund all amounts paid to SELLER by Buyer, subsequent to which termination Buyer may seek any and all remedies available to Buyer at law or in equity. 7 18.4 The representations, warranties, and covenants of the parties contained in this Agreement will survive the termination and/or expiration of this Agreement. 19. O NERSHIP OF WO K PRODUCT Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs, and manuals that were developed, prepared, conceived, made, or suggested by the Seller for the Buyer pursuant to a Work Order, including all such developments as are originated or conceived during the term of the Agreement and that are completed or reduced to writing thereafter ("Work Product") will be considered "work(s) made for hire" and will be and remain the exclusive property of the Buyer. To the extent that the Work Product may not be considered work(s) made for hire under the applicable law, Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns exclusively to Buyer, all rights, title, and ownership interests, including copyright, which Seller may have in any Work Product or any tangible media embodying such Work Product, without the necessity of any further consideration or instrument of transfer, and Buyer shall be entitled to obtain and hold in its own name, all rights in and to the Work Product. Seller, for itself and on behalf of its agents, hereby waives any property interest in such Work Product. 20. CANCELLATION Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this Agreement if Seller breaches any of the terms hereof, including warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have at law or in equity. 21. TERMINATION 21.1 Written Notice. The purchase of goods under this Agreement may be terminated by Buyer, in whole or in part, with cause, in the event Seller failes to cure within a thirty (30) days after the delivery to Seller of a written "Notice of Termination" specifying the extent to which the goods to be purchased under the Agreement is terminated. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 21.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are appropriated by City Council in any fiscal period for any payments due hereunder, Buyer will notify Seller of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Buyer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 21.3 Duties and Obligations of the Parties. Upon termination of this Agreement for any reason, Seller shall only be compensated for items requested by the Buyer and Ej delivered prior to the effective date of termination, and Buyer shall not be liable for any other costs, including any claims for lost profits or incidental damages. Seller shall provide Buyer with copies of all completed or partially completed documents prepared under this Agreement. In the event Seller has received access to Buyer information or data, Seller shall return all Buyer provided information or data to Buyer in a machine-readable format or other format deemed acceptable to Buyer. 22. ASSIGNMENT / DELEGATION No interest, obligation, or right of Seller, including the right to receive payment, under this contract shall be assigned or delegated to another entity without the express written consent of Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. 23. WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration, is in writing, and is signed by the aggrieved parry. 24. DIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 25. THE AGREEMENT In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions together with any attachments and exhibits. This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties or usage of trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used but not defined within this Agreement, the definition contained in the UCC shall control. In the event of a conflict between the contract documents, the order of precedence shall be as stated in the second paragraph on the first page of this Agreement. 26. APPLICABLE LAW / VENUE This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform Commercial Code as adopted and amended in the State of Texas. Both parties O] agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract shall be governed, construed, and enforced under the laws of the State of Texas. 27. INDEPENDENT CONTRACTOR(S) Seller shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control the details of, its operations hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its officers, agents, employees, vendors, and subcontractors. The doctrine of respondeat superior shall not apply as between Buyer and Seller, its officers, agents, employees, vendors, and subcontractors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors, and subcontractors. 28. LIABILITY AND INDEMNIFICATION 28.1 LIABILITY — SELLER SHALL BE L)ABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. 28.2 GENERAL INDEMNIFICATION — SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND BUYER, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. 28.3 INTELLECTUAL PROPERTYINDEMNIFICATION— SELLER AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION AGAINST BUYER FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM BUYER'S USE OF THE DELIVERABLES INACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY SHALL NOT APPLY IF BUYER MODIFIES OR MISUSES THE 10 DELIVERABLES. SO LONG AS SELLER BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST BUYER PURSUANT TO THIS SECTION, SELLER SHALL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, BUYER SHALL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCHSETTLEMENT,NEGOTIATIONS, OR LA WSUITAS NECESSARY TO PROTECT BUYER'S INTEREST, AND BUYER AGREES TO COOPERATE WITH SELLER IN DOING SO. IN THE EVENT BUYER, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST BUYER FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, BUYER SHALL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, SELLER SHALL FULLY PARTICIPATE AND COOPERATE WITH BUYER IN DEFENSE OF SUCH CLAIM OR ACTION. BUYER AGREES TO GIVE SELLER TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION ALONG WITH COPIES OF ALL PAPERS BUYER MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, BUYER'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE SELLER'S DUTY TO INDEMNIFY BUYER UNDER THIS AGREEMENT. IF THE DELIVERABLES OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED, OR IF AS A RESULT OF A SETTLEMENT OR COMPROMISE SUCH USE IS MA TERIALL Y AD VERSEL Y RESTRICTED, SELLER SHALL, AT ITS OWN EXPENSE: (A) PROCURE FOR BUYER THE RIGHT TO CONTINUE TO USE THE DELIVERABLES; OR (B) MODIFY THE DELIBERABLES TO MAKE THEM NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT B UYER'S A UTHORIZED USE OF THE DELIVERABLES; OR (C) REPLACE THE DELIVERABLES WITHEQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING DELIVERABLES AT NO ADDITIONAL CHARGE TO BUYER; OR (D) IF NONE OF THE FOREGOING ALTERNATIVES ARE REASONABLY AVAILABLE TO SELLER, TERMINATE THIS AGREEMENTAND REFUND ALL AMOUNTS PAID TO SELLER BYBUYER, SUBSEQUENT TO WHICH TERMINATION BUYER MA Y SEEK ANY AND ALL REMEDIES AVAILABLE TO BUYER AT LAW OR INEQUITY. 29. SEVERABILITY In case any one or more of the provisions contained in this agreement shall for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or 11 unenforceability shall not affect any other provision of this agreement, which agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 30. FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract, then Buyer will immediately notify Seller of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 31. NOTICES TO PARTIES Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants, or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO BUYER: TO SELLER: City of Fort Worth Big Belly Solar, LLC Attn: Purchasing Manager Richard Feldt, CEO 100 Fort Worth Trail 150 A Street Fort Worth, TX 76102 Suite 103 Facsimile: (817) 392-8654 Needham, MA 02494 Facsimile: 1.781.444.5651 With copy to Fort Worth City Attorney's Office at same address With a copy emailed to: com 32. NON-DISCRIMINATION Seller, for itself, its personal representatives, assigns, subcontractors, and successors in interest, as part of the consideration herein given, agrees that in the performance of Seller's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, SELLER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLAIM. 12 33. IMMIGRATION NATIONALITY ACT Seller shall verify the identity and employment eligibility of its employees who perform work under this Agreement and complete the Employment Eligibility Verification Form (I-9). Upon request by Buyer, Seller shall provide Buyer with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Seller shall adhere to all federal and state laws and establish appropriate procedures and controls so that no services will be performed by any Seller employee who is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to Seller, shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 34. HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 35. RIGHT TO AUDIT Seller agrees that Buyer shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Seller involving transactions relating to this Agreement at no additional cost to Buyer. Seller agrees that Buyer shall have access during normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Buyer shall give Seller reasonable advance notice of intended audits. The Buyer's right to audit, as described herein, shall survive the termination and/or expiration of this Agreement. 36. DISABILITY In accordance with the provisions of the Americans with Disabilities Act of 1990 (ADA), Seller warrants that it and all of its subcontractors will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Seller or any of its subcontractors. Seller warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and 13 will defend, indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or subcontractors against Buyer arising out of Seller's and/or its subcontractor's alleged failure to comply with the above -referenced laws concerning disability discrimination in the performance of this agreement. 37. DISPUTE RESOLUTION If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered, or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, whether through email, mail, phone conference, in -person meetings, or other reasonable means, to resolve any claim, dispute, breach, or other matter in question that may arise out of or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non- binding mediation upon written consent of authorized representatives of both parties. If the parties do not agree to mediation, or if the parties submit the dispute to non -binding mediation but cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. 38. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the Buyer is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. To the extent the Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement, Seller certifies that Seller's signature provides written verification to the Buyer that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 39. PROHIBITION ON BOYCOTTING ENERGY COMPANIES If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the Buyer is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies, and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this 14 Agreement, by signing this Agreement, Seller certifies that Seller's signature provides written verification to the Buyer that Seller: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 40. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the Buyer is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Seller certifies that Seller's signature provides written verification to the Buyer that Seller: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 41. INSURANCE REQUIREMENTS 41.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Seller or its employees, agents, or representatives in the course of providing services under this Agreement. "Any vehicle" shall include any vehicle owned, hired, and non -owned. (c) Workers' Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed 15 Employers' Liability: $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy or through a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made and maintained for the duration of the contractual agreement and for two (2) years following completion of services. An annual certificate of insurance shall be submitted to Buyer to evidence coverage. 41.2 General Requirements (a) The commercial general liability and automobile liability policies shall name Buyer as an additional insured thereon, as its interests may appear. The term `Buyer" shall include its employees, officers, officials, agents, and volunteers with respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of Buyer. (c) A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to Buyer. At least ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 16 (e) Any failure on the part of Buyer to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Seller has obtained all required insurance shall be delivered to the Buyer prior to Seller proceeding with any work pursuant to this Agreement. 17 Exhibit B CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of the Texas Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (e.g. The City of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire") any affiliation or business relationship that might pose a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the Buyer or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the Buyer. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also available at https://www.ethics.state.tx.us/data/forms/conflict/CIO.Pdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of any Conflict of Interest, provide Seller name in box # 1 and use "N/A" in each of the other areas on the form. However, a signature is required in box #4 in all cases. 18 CONFLICT OF INTEREST QUESTIONNAIRE FORM Gf'Q For vendor doing business with local governmental entity This questlanrtaire rellects chartam made to the law byH_8. M 841h Lea., Retlular SessiorL OFFICE USE ONLY This i*resbwna.re Is being tiled In accordance with Chapter 170, Local Government Code, by a vendor wfo Elmo Recamed has a buswe&s ae4shonship as defined by Section 176.001(1•a) with a local governnhenial enMy and Ite vendor niem requrerrierrls tinier section 176.006(al. By law this quesliorrialre must be tiled with Ctrs ree wds adminisrator of the local go &nrnenlal entily not later than the 71h business day ever the date fhe vendor bec a*a aware of trek that requre the sialeiment to be Ifled. See Seclxrn 176.01)6la•11, Loral Government Code. A vendor commits ah olfense d the veMar krKwrhgly violates sediorr 176.006, Loeal Goverarrrenl Code. An offense under Vis secRon is a misderneamr- 1J Flame of vendor who ham a busiiness relation ship with local governmental entity. Big Belly Solar, LLC: z Check this box if you are filling an update to a previously filed guestlonnalre. iThe lae requires that you Ills an updated completed questionnaire with the appropriate Piing authority not later than the 7th business day after the date on which N/A yeu became aware that the originally filed questionnaire was incomplete or inaccurate_) s Frame of local government officer about whom the itfornin on Is being dlsrdaaad. N/A Name of (Yfrer jj Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(Ar . Also describe any family relationship With the local government officer. Complete sutparlsAand 8 for each employment or business relalionship described. Attach additional pages to this Form CIO as necessary. N/A A Is the local government officer or a family member of the officer receiving or likety to receive taxable income, sr.her than investment income, from thevendar? C`!es F71 No 12. Is the vendor receiving or likely is receive taxable income. other then irtveslm--nt income. from orat the direction er the local government officer or .a family member of the otter AND the taxable income is not received from the Focal governmental entity? C Yes C No Describe each employment or business relationship that the vendornamed in Section i maintains with a corporation or other business entity with respect to which the lace) government officer serves as an officer or director, or holds an ownership internal of coin percent or Wrote. N/A If I ElCheck this box if the ve rdor has giver the real governmeri ofliner or a'amily mtiemter of the officer one or more gifts as described in Section I76.U031a);2 (P . =%eluding gihs desuioed it Section 176.003(a-l)_ N A 06/29/2026 rlEt lilrl f! CIW it= tit _ I entity Farm provided by Tecas Ethics Cometseleri www.elhres.state_N-us Revised 1r1Q1021 19 Exhibit C SELLER CONTACT INFORMATION Seller's I'*'fame: Bit Belly :Solar, LLC Seller's Local Address: 1�;0 A Snleet, #103, Needham. ]IA O'a94 Phone: 888.820.0300 Fax: Email: contractsfa bigbelli-xom Name of persons to contact when placing an order or invoice questions: Name. -Title Shanekqua Sallez ; AR Specialist phone: 617.286.3334 Entail: ar(a°bigbelly.com Fax: Name:Title Rafael Garcia - Regional Sales 11lanager Phone: 617.431.5988 Fax: Elll-,Ill: r-arciaa4i bi=bellyxom Name�'Title Phone: Email: Fa%: Erg Hwut-jr 06/29/2026 Eric Hunt Jr (Jun 29, 2026 12:07:51 EDT) Signature Printed N31me Date 20 Exhibit D SELLER'S SOLE SOURCE JUSTIFICATION LETTER FORT WORTH. CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorneys for review. The attorneys will review the information you have provided to determine whether an exemption to Chapter 252's bidding requirements is defensible. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General information Requesting Department: Environmental Services Name of Contract Manager: Oneil Johnson Departmental Attorney: Kevin M. Anders Item or Service sought: These items will be used to maintain and repair the existing Bigbelly waste and recycling containers currently deployed throughout the City, The requested components are essential to ensure continued operational functionality, maintain system monitoring capabilities, and support the ongoing servicing and repair of the units. Goods: Service: M Anticipated Amount: $20,000.00 Vendor: Big Belly Solar, LLC Current/Prior Agreement for item/service: Yes E No ❑ CSC or Purchase Order 4: CSC 55743 Amount: $20, 000.00 Projected M&C Date: N/A How will this item or service be used? The purchase of replacement parts, network boards, and related equipment components is necessary to support the existing Bigbelly waste and recycling containers deployed throughout the City of Fort Worth and maintained by Environmental Services Solid Waste staff. These components are proprietary to Bigbelly and are required to ensure the continued operational functionality of the units. As such, all units and replacement parts must be procured directly from the authorized vendor, Bigbelly. Page 1 of 6 21 Has your department started a requisition or otherwise contacted the Purchasing Division related to obtaining this good/service? Yes ❑ No If yes, please provide requisition number or brief explanation of contact with Purchasing Division: [DETAILED DESCRIPTION] Section 2: Claimed Exemption and Justification (Other than sole source) NOTE: For sole -source exemption requests, complete Section 3. Please indicate the non -sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer (starting on page 5) for detailed information about common exemptions: ❑ A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents; ❑ A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; ❑ A procurement for personal, professional, or planning services; ❑ A procurement for work that is performed and paid for by the day as the work progresses; ❑ A purchase of land or a right-of-way; ❑ Paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; ❑ A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; ❑ A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; ❑ Personal property sold: • at an auction by a state licensed auctioneer; • at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; Page 2 of 6 22 • by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or • under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; ❑ Services performed by blind or severely disabled persons; ❑ Goods purchased by a municipality for subsequent retail sale by the municipality; ❑ Electricity; or ❑ Advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. [INSERT DETAILED EXPLANATION AS TO HOW/WHY CLAIMED EXCEPTION APPLIES TO THIS PURCHASE] Section 3: Claimed Sole -Source Exemption and Justification NOTE: For all non -sole -source exemption requests, complete Section 2. Please indicate the sole -source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer (starting on page 5) for detailed information about common exemptions: ® items that are available from only one source because of patents, copyrights, secret processes, or natural monopolies; ❑ films, manuscripts, or books; ❑ gas, water, and other utility services; ❑ captive replacement parts or components for equipment; ❑ books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and ❑ management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits; How did you determine that the item or service is only available from one source? Determination was based on manufacturer confirmation and the proprietary nature of the equipment. Bigbelly has confirmed that it is the only authorized source for its systems and components for the City of Fort Worth, and the required parts are custom -designed, proprietary, and not compatible with other manufacturers' equipment. Attach screenshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. Page 3 of 6 23 Internet search and sole source letter Did you attach a sole source justification letter? N Yes ❑ No Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). The Bigbelly system and its components are proprietary and protected by patents, trademarks, and other intellectual property rights. The network boards and related internal components are custom -designed specifically for Bigbelly units and are fully integrated with the CLEAN monitoring system. These components are uniquely engineered for compatibility with existing units and are not interchangeable with or compatible with other manufacturers' equipment. Section 4: Attorney Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? N Yes ❑No. Was there anything attached to this form that was relied on in making this determination? ®Yes ❑No. If yes, please explain:Vendor sole source letter dated April 1, 2025 Was there anything not included on this form or attached hereto that was relied on in making this determination? Dyes NNo. If yes, please explain: [EXPLAIN OUTSIDE SOURCE OF INFORMATION] Approved By: -4 Date: 4.27.26 Amama Muhammad / Jordan Alvarez Assistant City Attorney Page 4 of 6 24 Jam amlIUIpolaX61mUyIW.71&" Below are explanations and examples of common exemptions that could apply to City purchases. If you have questions about the information provided or need additional information, please contact your department's assigned attorney or the appropriate purchasing attorney. • PUBLIC HEALTH & SAFETY - A procurement necessary to preserve or protect the public health or safety of the municipality's residents; Examples of activities that have been found to fall within this exception include ambulance services; solid waste collection and disposal; and first -responder safety equipment such as breathing apparatus for firefighters and bullet-proof vests for police officers. • UNFORESEEN DAMAGES - A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; Examples of this type of procurement would include repairing or replacing roofs and windows damaged by hail or a tornado. But parts and services for routine maintenance or replacement of old, wom out roofs or windows would not meet this exception. • PERSONAL, PROFESSIONAL, OR PLANNING SERVICES Personal services are ones that are unique to the individual providing them. Therefore, personal services contract cannot generally be subcontracted or assigned. Professional services are not defined under Chapter 252, so there is no precise definition to follow. While there is no universal definition of this term, "several cases suggest that [these types of services are] `predominately mental or intellectual, rather than physical or manual."' Tex. Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray Water Co., 160 S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas Attorney General has also opined that "professional services" no longer includes only the services of lawyers, physicians, or theologians, but also those members of disciplines requiring special knowledge or attainment and a high order of learning, skill, and intelligence. Id. Facts needed to support a professional service exemption include the specialized requirements of that profession and the mental and intellectual skill required by the person while performing the service. Purchases of goods are not professional services. • SOLE SOURCE — A procurement for items available only from one source This exemption is commonly referred to as the sole source exemption. The fact that the vendor in question has the best price or can meet our timing needs does not make a purchase of a good or service available from only one source. A sole source does not exist solely on the basis of personal or departmental preference or a desire to keep all units the same brand or make. The information needed to support this exemption is documentation showing that Page 5 of 6 25 no other provider can provide the service or category of good except for the vendor you are proposing. Some examples of sole source purchases include (i) service agreements when only one vendor is authorized to work on the equipment by the manufacturer and allowing another vendor would void the warranty and (ii) purchase of a good that is copyrighted or trademarked and only provided by one vendor. Page 6 of 6 NR Exhibit E SELLER'S QUOTE [jigbelly Spare Parts Price List for BB5 MSRP Effective date: 811212025 Part Number Description MSRP BAGS-BBS-CB4647 Gray Compactor Liner Bag(Boxof5o) $ 46.20 RBAGS-BBS-RCB4647 CLear Compactor Liner Bag (Box of50) $ 74.80 SB BAGS-BBS-RB4255 CLear Non -Compactor Liner Bag (Box of 100) KITBB3623 Double side keyfor BB3 kit $ 32.95 KITBB3069 P&F Sensor Retrofit Kit $ 247.50 KITBB3092 Replacement ad panel -side $ 165,00 KITBB3102 Odor miskstarter kit $ 41.95 KITBB3111 OdorMaskcefill $ 41.95 KITUB50004 BB5 Mainboard Replacement Kittor Intematianal $ 495.00 KITBB50005 BB5 Mainboard Replacement l(0 for ITS $ 495.00 KITBU50006 Molded plastic Insert tray for Mal n Circuit board - BB Single Door $ 48A0 KITBB50008 Molded plastic insert tray for Mai n Circuit board -SB Single Door $ 46.20 KITBB50010 Molded plastic insert tray for Door board $ 38.50 KITBB50012 Motdedplastic clear LED cover: hub $ 34.20 KITBB56013 Molded plastic clear LED cover: Companion & Rea rdoor $ 33.53 KITBB50014 18Ah BatteryAssembLy Includes: battery, harness & boot $ 82.50 KITBB50016 2.3Ah Battery Assembly Includes: battery, harness $ 67.43 KITBB50017 Replacement 18Ah battery cable $ 36.74 KITBB50019 2.3Ah Battery harness $ 35.15 KITBB56022 Trash sensor module $ 51.70 KITBR50023 Trash sensor cable Assembly $ 47-25: KITBB50024 Doorsensor circuit board $ 49.39 KITBB50026 Hub SmartBeLLy Sensor Cable Assembly $ 39.55 KITBB50027 Hub to companion cable Assembly: Singte door $ 51.94 KITBB90029 SC51SC5.5 Companion Cattle Kit $ 63.45 KITBB50031 Sotarcharger module $ 87.95 KITBB50032 Hopper Assembly: Trash $ 247,50 KITBB50034 Hopper Assembly: Recycle Bide $ 247.50 KITBR50036 Hopper handle $ 65.95 KITBB50038 Hopper pivot $ 38.64 KITBB50039 Hopper timers $ 100.00 KITBB50040 Topdoor assembly: no solar panel $ 395.25 KITBB50041 Topdoor assembly: standard panel $ 490.80 KITBB50042 Topdoor assembly. HE $ 874.50 KITBB50043 Sctarbubble $ 152.60 KITBD58043 SotarhubbLe $ 152.60 KITBB50044 Topdoor frame $ 122.02 KITBB50045 Topdoor lock $ 38.50 KITBB50047 SolarpaneL' Standard $ 368;50 KITBB50048 Solar panel: HE $ 318,00 KITBB50050 Topdoor hinge $ 73.57 KITBE50051 Topdoor Lock strike $ 35.51 KITBB50052 Topdoor prop rod $ 49.75 KITBB50053 Topdoor magnet $ 32.80 KITBB50054 Front door:BIgBelly $ 62250 KITBB50054-WRAP Front door: BigBellywrap $ 833.00 KITBB50055 Front door: SmartBelly $ 452.25 KITBB50058-WRAP Rear skin wlwrap $ 452.25 KITBB50061 Rotary strike latch $ 36.30 KITBB50062 Rotary lock kit $ 59.94 KITB650083 Front door Wnge $ 87,95 BB5 Parts List 27 Page 1 Effective date: 8/12/2025 Part Number Descriptlon MSRp KITB850064 Front door bumper $ 32.41 KITBB50065 Front door magnet $ 32.80 KITBB50069 Side skin: BB blank $ 135.00 KITBB50074 Complete kiosk kit $ 142.50 KITBB50076 Kioskfascia $ 45.00 KITBB50077 Kiosktombstone $ 53.90 KITBB50078 Mount ptate $ 74,40 KITBB50081 Baseassembly $ 197.95 KITBB50082 Motorassembly $ 538.95 KITBB50083 Corner post $ 98.95 KITBB50084 Kiosk top plate $ 43.95 KITBB50085 Kiosk mount spacer $ 39.55 KITBB50086 Stub Out Plate: BB5 $ 35.20 KITBB50088 Field lnstatlBB5 Ash Tray Kit - Ashtray ready doors $ 165.00 KITBB50089 BBSACadapterfieldinstallation $ 192.50 KITBB50094 BBSAshTray Stub Out Plate $ 38.45 KITBB50095 BBSAshTray $ 198.00 KITBB50097 Hopper Assembly w/o handle: Trash $ 219.95 KITBB50099 HopperAssemblyw/o handle: Recycle Blue $ 219.95 KITBB50101 Anchor bolt kit $ 31.90 KITBB50103 Side Skin, Message Panel $ 270.55 KITBB50104 Side skin: BB with wrap $ 330.00 KITBB50108 BBSSplice-InMotor Connector Kit $ 17.55 KITBB50110 Replacement molded plastic base kit $ 214.50 KITBB50111 Rearskinholecover kit $ 57.38 KITBB50112 Foot pedal gen.2retrofit door, Trash $ 1,043.90 KITBB50113 Foot pedal gen.2 retrofit door, Recycle blue $ 1,043.90 KITBB50116 Replacement foot pedal cable $ 98.95 KITBB50117 Replacementfootpedalcasting andweldment $ 352.00 KITBB50118 Replacement foot pedal casting $ 277.45 KITBB50119 Replacementfootpedalweldment $ 180.70 KITBB50120 Replacement foot pedalinnercover $ 78.32 KITBB50121 Replacement foot pedalpulleyandcover $ 61.55 KITBB50122 Replacement foot pedaltoppulleymount $ 52.41 KITBB50123 Replacement foot pedaltopclevispin $ 32.95 KITBR50124 Replacementfoot pedal bottom clevis pin $ 32.95 KITBB50125 Replacement Foot pedal gen. 2 door $ 798.55 KITBB50125-WRAP Replacement Foot pedal gen. 2 doorw/ wrap $ 1,094.50 KITBB50129 BB5 compactor core kit $ 2,257.45 KITBB50131 Hopper handle screws $ 34.05 KITBB50132 Replacement foot pedal bearings $ 31.89 KITBB50135 Replacement ultrasonic sensor -P&F $ 132.00 KITBB50136 P&F ultrasonic sensor upgrade - Companion $ 154.00 KITBB50137 P&Fultrasonicsensorupgrade - hub $ 278.60 KITBB50138 Rearskin blank $ 168.75 KITBB50139 Replacement lift bin, comb style for BB5 $ 275.00 KITBB50140 Replacement lift bin, barsrylefor BB5 $ 287.50 KITBB50141 Hopper Sensor Retrofit Kit -Hub $ 92.40 KITBB50143 Spare Lift bin, ba r style for SC5 $ 262.50 KITBB50144 Spare Lift bin, comb style for SC5 $ 226.10 KITBB50147 Retrofit SC hopper kit blacktrash $ 339.90 KITBB50148 Retrofit SC hopper kit blue recycle $ 339.90 KITBB50153 Replacement SC5.5 battery pack $ 82.50 KITBB50154 Replacement SC5,5 board, US $ 379.49 KITB850155 Replacement SC5.5board, INTL $ 379.49 KITBB50156 Replacement SC5.5cabinet 1 $ 563.00 BB5 Parts list 28 Page 2 Effective date: 8/12/2025 Part Number Description MSRP KITBB50157 Replacement SC5.5 battery cover $ 53.90 KITBB50160 Replacement SC5.5 top screws $ 41.80 KITBB50161 Replacement SC5.5 hub sensor cable $ 54,44 KITBB50162 Top door hinge, gen2 $ 43.01 KITBB50163 Replacement 28Ah battery cable $ 64,88 KITBB50164 Corner post, rear gen 2 $ 51,08 KITBB50167 Remote Hopper Lock Retrofit Kit $ 300.00 KITBB50170 Remote Hopper Lock Metal Drill Template Kit $ 54.60 KITBB50171 Replacement hopper kit, blank blue, Foot pedal gen. 1 $ 176.99 KITBB50172 Replacement hopper kit, blank black, Foot pedal gen. 1 $ 225.00 KITBB50173 Replacement hopper kit, blank Green, Foot pedal gen. 1 $ 214M KITBB50174 Replacement hopper kit, Recycle Blue, Foot pedal gen. I $ 248.34 KITBB50176 Replacement hopper kit, Trash, Foot pedal gen. 1 $ 247.50 KITBB50178 Key Kit $ 42.89 KITBB50181 Retrofit SC hopper kit green compost $ 339.90 KITBB50182 Replacement SC5 front door, foot pedal $ 671.00 KITBB50182-WRAP Replacement SC5 front door, foot peda1 $ 855.53 KITBB50183 Hopper Assembly: Com post $ 247.50 KITBB50184 Hopper Assemblyw/o handle: Compost $ 153.99 KITBB50185 Foot pedal gen. 2 retrofit door, Compost $ 1,043.90 KITBB50187 Foot pedal gen. 2 retrofit door, w/ blank black hopper $ 687.99 KITBB50188 Foot pedal gen. 2 retrofit door, w/ blank blue hopper $ 816.00 KITBB50189 Foot pedal gen, 2 retrofit door, w/ blank green hopper $ 687.99 KITBB50192 Replacement Front Door Blgbellyw/Foot Pedal Gen. 2,Ash Tray $ 1,128.37 KITBB50193 Replacement Front Door Bigbeltyw/Foot Pedal gen. 2,Ash Tray, Wrap $ 1,393.00 KITBB50195 Solar bubble bulk pack-HC5 $ 1,440.00 KITBB50196 Side skin bulk pack-HC5 $ 3,187.50 KITBB50197 Hopper Uner bulk pack- HC5 $ 750.00 KITBB50200 Replacement SC5 Front Door, Trash Hopper, Foot Pedal $ 948.75 KITBB50201 Replacement SC5 Front Door, Recycle Hopper, Foot Pedal $ 94a.75 KITBB50202 Replacement SC5 Front Door, Compost Hopper, Foot Pedal $ 948.75 KITBB50209 Field lnstall6B5Ash Tray Kit- Perforated doors $ 260.00 KITBB50210 Field Install B65Ash Tray Kit- Inner panel Gen. 1 $ 270.37 KITBB50211 Field lnstaRB65Ash Tray Kit - Inner panel Gen. 2 $ - KITBB50212 SC5.5 Hopper Liner (5) Kit $ 67.09 KITBR50213 SC Face. Plate Kit, Blue, Bottle Cans $ 77.00 KITBB50214 SC Face Plate Kit, Black, Open $ 77.00 KITBB50215 SC Face. Plate Kit, Blue, Paper $ 77.00 KITBB50216 SC Face Plate Kit, Blue, Single Stream $ 77.00 KITBB50220 Replacement HC Front Door FPG2, Trash, Ash Tray Ready $ 841.50 KITBB50221 Replacement HC Front Door FPG2, Recycle, Ash Tray Ready $ 841.50 KITBB50222 Replacement HC Front Door FPG2, Compost, Ash Tray Ready $ 841.50 KITBB50223 Replacement HC Front Door FPG2, Recycle, Ash Tray Ready, Wrap $ 869.00 KITBB50224 Replacement HC Front Door FPG2, Trash, Ash Tray Ready, Wrap $ 1,089.00 KITBB50225 Replacement HC Front Door FPG2, Compost, Ash Tray Ready, Wrap $ MOM KITBB50228 2aAh BatteryAssembly Includes: battery, harness & boot $ 180.40 KITBB50234 Replacement Foot Pedal Gen 2. Casting $ 74.28 KITBB50240 Side Skin, Wrap, Message Panel $ 349.57 KITBB50242 Replacement Standard Insert $ 62.45 KITBB50243 Replacement T&R Insert $ 62.45 KITBB50244 Replacement Custom Insert $ B4.70 KITBB50245 Right Side Skin, Stub Out $ 151.04 KITBB50246 Left Side Skin, Stub Out $ 151.04 KITBB50247 Right Side Skin, Wrap, Stub Out $ 360.00 KITBB50248 Left Side Skin, Wrap, Stub Out $ 360.00 KITBB50249 Right Side Skin, Message Panel, Stub Out $ 360.00 885 Parts list 29 Page 3 Effective date: 8/12/2025 Part Number Description INaRP KITBB50250 Left Side Skin, Message Panel, Stub Out $ 360.00 KITBB50251 Right Side Skin, Wrap, Message Panel, Stub Out $ 321.81 KITBB5O252 Left Side Skin, Wrap, Message Panel, Stub Out $ 321.81 KITBB50258 Replacement Rear LED Kit $ 32.52 KITBB50268 Foot Pedal Gen 2. Access Cover Kit $ 38.98 KITBB50269 HC5 Foot Pedal Gen 2. Push Rod Replacement Kit $ 62.70 KITBB50270 SC Hopper Handle Kit $ 60.49 KITBB50271 HC5 Foot Pedal Gen 2. Clevis Pin Kit $ 19.06 KITBB50272 Foot Pedal Gen 2. Outer Cover Kit $ 84.29 KITBB50273 Foot PedalGen2.BearingsKit $ 15.39 KITBB50275 ACS HC5 Retrofit Kit $ 579.00 KITBB50276 ACS SCC Retrofit Kit $ 183.72 KITBB50277 ACS Door Handle Replacement $ 149.00 KITBB50278 ACS Latch Assembly Replacement $ 116.59 KITBB50279 ACS Reader Assembly Replacement $ 134,00 KITBB50281 ACS Reader Board Replacement $ 90.99 KITBB50282 ACS Actuator Cable Replacement $ 47.29 KITBB50283 ACS Reader Board Cable Replacement $ 40.69 KITBB50284 ACS Controller Board Cable Replacement $ 31.89 KITB950285 ACS Companion Actuator Cable Replacement $ 21.99 KITBB50287 ACS Door Hold Magnet Replacement $ 36.99 KITBB50288 SC5.5 Foot Pedal Gen 2. Clevis Pin Kit $ 10.33 KITBB50289 SC5.5 Foot Pedal Gen 2. Push Rod Replacement Kit $ 50.04 KITBB50290 SC5.5 Gen. 2 Retrofit Kit $ 512.60 KITBB50291 SC5.5 Gen. 2 Board Tray Kit $ 26.39 KITBB50292 SC5.5 Gen. 2 Plate Cover Kit $ 45.05 KITBB50293 SC5.5 Gen. 2 Bubble Assembly Kit $ 234.30 KITBB50294 SC5.5 Gen. 2 Blocker Bracket Kit $ 25.30 KITBB50295 SC5.5 Gen. 2Top Plate Replacement Kit $ 255.20 KITBB50303 HC5 Inner Bin Kit $ 90.19 KITBB50304 SC5 Inner Bin Kit $ 207.89 KITBB50305 Rear Messaging Panel Double Kit $ 360.59 KITB950306 Tray Top Replacement Kit $ 198.00 KITBB50307 HC5 Hopper Security Shield Kit $ 57.00 KITBB50308 SC5 Face Plate Security Shield Kit $ 68.00 KITBR50309 SC5 Hopper Security Shield Kit $ 57.00 KITBB50310 HC5 Side Wall Left Kit $ 60.88 KITBB50311 HC5 Side Wall Right Kit $ 60.88 KITBB50312 HC5 AC -DC Converter Cable Kit $ 49.50 KITBB50313 HC5 ACAdapterCable Kit $ 30.24 KITBB50314 BBSFront Door Lock Replacement Parts Kit $ 29.69 KITBB50316 SC5.5 Hopper Liner (50) Kit $ 629.19 KITBB50317 Fuse Replacement Kit $ 19.57 KITBB50331 MSG PANEL MAXTRI Fasteners $ 270.55 KITBB50334 KITBB50336 Replacement Hopper Lock Gen. 2, Hopper Frame $ 753.99 KITBB50337 Replacement Hopper Lock Gen. 2 Extension Cable $ 139.00 KITBB50338 Replacement ACSNV1UCompostGen. 2Circuit Board Assembly $ 753.99 KITBB50342 Chute Critter Handle Kit $ 72.65 KITBB50343 BBSMainboardACS/WUCompostReplacement Kitforintl $ 495.00 KITBB50344 BB5MainboardACS/WIL/CompostReplacement KitforUS $ 495.00 KITBB50345 lReplacernent Screw Anchors $ 22.26 KITBB50348 Hopper Critter Handle Kit $ 72.65 KITBB50350 Replacement SCSfront door, foot pedal, wrap, electronic lock KITB850352 Hopper Sensor Repair Kit $ 21.93 KITBB50356 BBSMainboardReplacement KitforOmniSIM $ 495.00 BB5 Parts list 30 Page 4 Effective date: 8/12/2025 Part Number Descriptlon MSRP KITBB50365 SC5.5 Paddle Lock Blocker Bracket Kit KITBB50367 BBSMainboardReplacement Kltfor KOREAT&T OmniSIM $ 495.00 KITBB50368 BBSMainboardACS/WIUCompostReplacement Kit forAT&TOmni $ 495.00 KITBB50371 BBSMainboardACSNJIUCompostReplacementKit for Reach Omni KITBBS0303 Tubular Front Door Lock Cylinder Kit $ 49.50 KITBBS0309 ACS Access Key Pack $ 49.99 BB5 Parts list 31 Page 5 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Big Belly Solar, LLC Subject of the Agreement: Parts for waste and recycling containers M&C Approved by the Council? * Yes ❑ No M If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes ❑ No 21 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑ No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.