Costa Mesa City Council
May 19, 2026

CITY OF COSTA MESA
REGULAR CITY COUNCIL AND HOUSING AUTHORITY*
Agenda - Final Amended
City Council Chambers
77 Fair Drive
6:00 PMTuesday, May 19, 2026
*Note: All agency memberships are reflected in the title "Council Member" Announcement:

AMENDED AGENDA - ITEM REMOVED FROM THE AGENDA: New Business Item No. 2:

Award a Maintenance Services Agreement for Janitorial Services to CCS Facility Services.

The City Council meetings are presented in a hybrid format, both in-person at City Hall and as a courtesy virtually via Zoom Webinar. If the Zoom feature is having technical difficulties or experiencing any other critical issues, and unless required by the Brown Act, the meeting will continue in person.

TRANSLATION SERVICES AVAILABLE / SERVICIOS DE TRADUCCIÓN DISPONIBLE Please contact the City Clerk at (714) 754-5225 to request language interpreting services for City meetings. Notification at least 48 hours prior to the meeting will enable the City to make arrangements.

Closed Captioning is available via the Zoom option in English and Spanish.

Los subtítulos están disponibles a través de la opción Zoom en inglés y español.

Favor de comunicarse con la Secretaria Municipal al (714) 754-5225 para solicitar servicios de interpretación de idioma para las juntas de la Ciudad. Se pide notificación por lo mínimo 48 horas de anticipación, esto permite que la Ciudad haga los arreglos necesarios.

Members of the public can view the City Council meetings live on COSTA MESA TV (SPECTRUM CHANNEL 3 AND AT&T U-VERSE CHANNEL 99) or
http://costamesa.granicus.com/player/camera/2?publish_id=10&redirect=true and online at youtube.com/costamesatv.

1 REGULAR CITY COUNCIL AND HOUSING
AUTHORITY*
Agenda - Final Amended May 19, 2026
Members of the public are welcome to speak during the meeting when the Mayor opens the floor for public comment. There is no need to register in advance or complete a comment card. When it's time to comment, line up at one of the two podiums in the room and wait for your turn. Each speaker will have up to 3 minutes (or as directed) to address the City Council.

To maintain a respectful and orderly atmosphere during the meeting, attendees shall refrain from using horns or amplified speakers. Signs and props may be brought into the Chamber, provided they do not exceed 11 inches by 18 inches in size and do not hinder the visibility of other attendees. The possession of poles, sticks, or stakes is strictly prohibited.

All attendees must remain seated while in the chamber until instructed by the Presiding Officer to approach and line up for public comment. To ensure safety and maintain order during the proceedings, standing or congregating in the aisles or foyer is strictly prohibited.

Further information regarding the City's regulations on addressing the City Council and expected conduct during meetings are available at the following links.

Title 2: Administration
§ 2-61: Conduct while addressing the council.
https://ecode360.com/42609578
Title 2: Administration
§ 2-64: Disorderliness by members of the audience.
https://ecode360.com/42609598
As a courtesy, the public may participate via the Zoom option.

Zoom Webinar:

Please click the link below to join the webinar:
https://us06web.zoom.us/j/86432263074?pwd=NQXxOCop7ha7TpdKo597DOVbPGSGWa.1 Or sign into Zoom.com and “Join a Meeting”
Enter Webinar ID: 864 3226 3074/ Password: 814293
• If Zoom is not already installed on your computer, click “Download & Run Zoom” on the launch page and press “Run” when prompted by your browser. If Zoom has previously been installed on your computer, please allow a few moments for the application to launch automatically.
• Select “Join Audio via Computer.”
• The virtual conference room will open. If you receive a message reading, “Please wait for the host to start this meeting,” simply remain in the room until the meeting begins.
• During the Public Comment Period, use the “raise hand” feature located in the participants’ window and wait for city staff to announce your name and unmute your line when it is your turn to speak. Comments are limited to 3 minutes, or as otherwise directed.

2 REGULAR CITY COUNCIL AND HOUSING
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Agenda - Final Amended May 19, 2026
Participate via telephone:

Call: 1 669 900 6833 Enter Webinar ID: 864 3226 3074/ Password: 814293 During the Public Comment Period, press *9 to "raise your hand" and to be added to the queue to speak and wait for city staff to announce your name/phone number and press *6 to unmute your line when it is your turn to speak. Comments are limited to 3 minutes, or as otherwise directed.

Note, if you have installed a zoom update, please restart your computer before participating in the meeting.

Additionally, members of the public who wish to make a written comment on a specific agenda item, may submit a written comment via email to the City Clerk at [email protected].

Any written communications, photos, or other materials for copying and distribution to the City Council that are 10 pages or less, can be e-mailed to [email protected], submitted to the City Clerk’s Office on a flash drive, or mailed to the City Clerk’s Office. Note that records submitted by the public will not be redacted in any way and will be posted online as submitted, including any personal contact information. Comments received by 12:00 p.m. on the day of the meeting will be provided to the City Council, made available to the public, and will be part of the meeting record.

All pictures, PowerPoints, and videos submitted for display at a public meeting must be previously reviewed by staff to verify appropriateness for general audiences. No links to YouTube videos or other streaming services will be accepted, a direct video file will need to be emailed to staff prior to each meeting in order to minimize complications and to play the video without delay. The video must be one of the following formats, .mp4, .mov or .wmv. Only one file may be included per speaker for public comments, for both videos and pictures. Please e-mail to the City Clerk at [email protected] NO LATER THAN 12:00 Noon on the date of the meeting. If you do not receive confirmation from the city prior to the meeting, please call the City Clerks office at 714-754-5225.

Items submitted for the overhead screen should be 1 page and provided to the City Clerk no later than 15 minutes prior to the start of the meeting.

Please know that it is important for the City to allow public participation at this meeting. If you are unable to participate in the meeting via the processes set forth above, please contact the City Clerk at (714) 754-5225 or [email protected] and staff will attempt to accommodate you. While the City does not expect there to be any changes to the above process for participating in this meeting, if there is a change, the City will post the information as soon as possible to the City’s website.

Note regarding agenda-related documents provided to a majority of the City Council after distribution of the City Council agenda packet (GC §54957.5): Any related documents provided to a majority of the City Council after distribution of the City Council Agenda Packets will be made available for public inspection. Such documents will be posted on the city’s website and will be available at the City Clerk's office, 77 Fair Drive, Costa Mesa, CA 92626.

3 REGULAR CITY COUNCIL AND HOUSING
AUTHORITY*
Agenda - Final Amended May 19, 2026
All cell phones and other electronic devices are to be turned off or set to vibrate. Members of the audience are requested to step outside the Council Chambers to conduct a phone conversation.

Free Wi-Fi is available in the Council Chambers during the meetings. The network username available is: CM_Council. The password is: cmcouncil1953.

As a LEED Gold Certified City, Costa Mesa is fully committed to environmental sustainability.

A minimum number of hard copies of the agenda will be available in the Council Chambers.

For your convenience, a binder of the entire agenda packet will be at the table in the foyer of the Council Chambers for viewing. Agendas and reports can be viewed on the City website at https://costamesa.legistar.com/Calendar.aspx. Las agendas y los informes se pueden ver en español en el sitio web de la Ciudad en
https://www.costamesaca.gov/trending/current-agendas/spanish-city-council-agendas.

In compliance with the Americans with Disabilities Act, Assistive Listening headphones are available and can be checked out from the City Clerk. If you need special assistance to participate in this meeting, please contact the City Clerk at (714) 754-5225. Notification at least 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. [28 CFR 35.102.35.104 ADA Title II].

En conformidad con la Ley de Estadounidenses con Discapacidades (ADA), aparatos de asistencia están disponibles y podrán ser prestados notificando a la Secretaria Municipal. Si necesita asistencia especial para participar en esta junta, comuníquese con la oficina de la Secretaria Municipal al (714) 754-5225. Se pide dar notificación a la Ciudad por lo mínimo 48 horas de anticipación para garantizar accesibilidad razonable a la junta. [28 CFR

35.102.35.104 ADA Title II].

4 REGULAR CITY COUNCIL AND HOUSING
AUTHORITY*
Agenda - Final Amended May 19, 2026

REGULAR MEETING OF THE CITY COUNCIL AND HOUSING AUTHORITY MAY 19, 2026 – 6:00 P.M.

JOHN STEPHENS
Mayor

MANUEL CHAVEZ ANDREA MARR Mayor Pro Tem - District 4 Council Member - District 3

ARLIS REYNOLDS LOREN GAMEROS Council Member - District 5 Council Member - District 2

JEFF PETTIS MIKE BULEY Council Member - District 6 Council Member - District 1

KIMBERLY HALL BARLOW CECILIA GALLARDO-DALY City Attorney City Manager

CALL TO ORDER

NATIONAL ANTHEM AND PLEDGE OF ALLEGIANCE

MOMENT OF SOLEMN EXPRESSION
[Per Council Policy 000-12, these presentations are made by community volunteers stating their own views. The City Council disclaims any intent to endorse or sponsor the views of any speaker.]

ROLL CALL

CITY ATTORNEY CLOSED SESSION REPORT
PRESENTATIONS:

1. Year-End Athletics Recognitions
PUBLIC COMMENTS – MATTERS NOT LISTED ON THE AGENDA
Comments on Presentations and Consent Calendar items may also be heard at this time. Comments are limited to 3 minutes, or as otherwise directed.

5 REGULAR CITY COUNCIL AND HOUSING
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Agenda - Final Amended May 19, 2026

COUNCIL MEMBER COMMITTEE REPORTS, COMMENTS, AND SUGGESTIONS Each council member is limited to 3 minutes. Additional comments will be heard at the end of the meeting.

1. Council Member Pettis

2. Council Member Buley

3. Council Member Gameros

4. Council Member Marr

5. Council Member Reynolds

6. Mayor Pro Tem Chavez

7. Mayor Stephens
REPORT – CITY MANAGER
REPORT – CITY ATTORNEY

CONSENT CALENDAR
All matters listed under the Consent Calendar are considered to be routine and will be acted upon in one motion. There will be no separate discussion of these items unless members of the City Council, staff, or the public request specific items to be discussed and/or removed from the Consent Calendar for discussion.

1. PROCEDURAL WAIVER: WAIVE THE FULL READING OF ALL

ORDINANCES AND RESOLUTIONS
26-262
RECOMMENDATION:

City Council and Housing Authority approve the reading by title only and waive further reading of Ordinances and Resolutions.

2. READING FOLDER 26-269
RECOMMENDATION:

City Council receive and file Claims received by the City Clerk and authorize staff to reject any and all Claims: Marry Frenchak.

6 REGULAR CITY COUNCIL AND HOUSING
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Agenda - Final Amended May 19, 2026

3. ADOPTION OF WARRANT RESOLUTION 26-264
RECOMMENDATION:

City Council approve Warrant Resolution No. 2754.

1. Summary Check Registration 5-1-2026

2. Summary Check Registration 5-7-2026
Attachments:

4. MINUTES 26-297
RECOMMENDATION:

City Council approve the Minutes of the Special Study Session Meetings on March 31, 2026 and April 28, 2026, and the Regular Meeting of April 21, 2026.

1. 03-31-2026 Draft Minutes

2. 04-28-2026 Draft Minutes

3. 04-21-2026 Draft Minutes
Attachments:

5. FACILITY USE AGREEMENT WITH THE AMERICAN RED CROSS 26-267 RECOMMENDATION:

Staff recommends City Council:

1. Approve the Facility Use Agreement with the American National Red Cross for use of City facilities during disaster-related activities at no cost (Attachment 1).

2. Approve the Pet Addendum to the Facility Use Agreement with the American National Red Cross to allow clients’ pets in designated areas.

3. Authorize the City Manager, or designee, to execute both the Facility Use Agreement and Pet Addendum on behalf of the City to ensure ongoing cooperation and coordination of emergency disaster shelter and resources.

1. Facility Use Agreement 2026

2. CM Shelter Locations 2026
Attachments:

7 REGULAR CITY COUNCIL AND HOUSING
AUTHORITY*
Agenda - Final Amended May 19, 2026

6. PROFESSIONAL SERVICES AGREEMENT FOR BULKY ITEM

COLLECTION SERVICES AT DESIGNATED MULTI-FAMILY

PROPERTIES
26-271
RECOMMENDATION:

Staff recommends the City Council:

1. Award a Professional Services Agreement (PSA) for the collection and disposal of abandoned bulky items in the City ’s rights-of-way to Ware Disposal Company, Inc ., in an annual amount of $104,832 for an initial term of two (2) years, with an additional three (3) one-year renewal options.

2. Authorize the City Manager to execute the PSA and any future amendments to the agreement.

1. Bid Results

2. PSA
Attachments:

AT THIS TIME COUNCIL WILL ADDRESS ANY ITEMS PULLED FROM THE CONSENT

CALENDAR
------------------------------END OF CONSENT CALENDAR------------------------------- PUBLIC HEARINGS: NONE.
(Pursuant to Resolution No. 05-55, Public Hearings begin at 7:00 p.m.) OLD BUSINESS: NONE.

8 REGULAR CITY COUNCIL AND HOUSING
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Agenda - Final Amended May 19, 2026
NEW BUSINESS:

1. AGREEMENT FOR UNLEADED FUEL SERVICES WITH MERRIMAC
PETROLEUM, INC.
26-256
RECOMMENDATION:

Staff recommends the City Council:

1. Approve Agreement with Merrimac Petroleum, Inc ., 3738 Bayer Ave ., Suite 204, Long Beach, CA 90808, for the purchase and delivery of unleaded fuel in an annual amount of $700,000, based upon pricing provided through a Cooperative Agreement with the County of Orange, Contract RCA-017- 26010049, for a term of five ( 5) years commencing on July 1, 2026 to June 30, 2031, unless otherwise terminated by the County of Orange.

2. Authorize the City Manager and the City Clerk to execute the agreement and future authorized amendments to the agreement.

1. Co-Op Agreement with County of Orange

2. Merrimac Petroleum Unleaded Fuel Agreement
Attachments:

2. AWARD A MAINTENANCE SERVICES AGREEMENT FOR JANITORIAL SERVICES TO CCS FACILITY SERVICES

3. PROFESSIONAL SERVICES AGREEMENT TO PROVIDE SHELTER

OPERATIONS AT THE COSTA MESA BRIDGE SHELTER
26-286
RECOMMENDATION:

Staff recommends the City Council:

1. Approve the Professional Services Agreement with Volunteers of America Los Angeles to provide Shelter Operations at the Costa Mesa Bridge Shelter for a period of three ( 3) years, with the option for two ( 2) additional one ( 1) year periods upon mutual written agreement of both parties, in an amount not to exceed $2,066,864.

2. Authorize the City Manager and City Clerk to execute all agreements and any amendments to the agreements, including any potential increase to the annual compensation that is based on an increase to Volunteers of America Los Angeles employee salaries. This increase shall not exceed 5%.

1. CMO-PSA VOALA Shelter Operator ServicesAttachments:

9 REGULAR CITY COUNCIL AND HOUSING
AUTHORITY*
Agenda - Final Amended May 19, 2026

4. UPDATE ON SB 707 AND ADOPT THE COUNCIL POLICY FOR

DISRUPTION OF TELEPHONIC OR INTERNET SERVICE DURING

CITY COUNCIL MEETINGS
26-277
RECOMMENDATION:

Staff recommends the City Council:

1. Receive and file the informational update report on Senate Bill (SB) 707.

2. Adopt the Council Policy for Disruption of Telephonic or Internet Service During City Council Meetings.

1. Council Policy 000-15 - Disruption of Technology During City Council Meetings
Attachments:

ADDITIONAL COUNCIL /BOARD MEMBER COMMITTEE REPORTS, COMMENTS, AND

SUGGESTIONS

ADJOURNMENT

10 CITY OF COSTA MESA
Agenda Report
77 Fair Drive
Costa Mesa, CA 92626
File #: 26-262 Meeting Date: 5/19/2026
TITLE:

PROCEDURAL WAIVER: WAIVE THE FULL READING OF ALL ORDINANCES AND

RESOLUTIONS
RECOMMENDATION:

City Council and Housing Authority approve the reading by title only and waive further reading of Ordinances and Resolutions.

11 CITY OF COSTA MESA
Agenda Report
77 Fair Drive
Costa Mesa, CA 92626
File #: 26-269 Meeting Date: 5/19/2026
TITLE:

READING FOLDER
DEPARTMENT: City Manager’s Office/City Clerk’s Division RECOMMENDATION:

City Council receive and file Claims received by the City Clerk and authorize staff to reject any and all Claims: Marry Frenchak.

12 CITY OF COSTA MESA
Agenda Report
77 Fair Drive
Costa Mesa, CA 92626
File #: 26-264 Meeting Date: 5/19/2026
TITLE:

ADOPTION OF WARRANT RESOLUTION
DEPARTMENT: FINANCE DEPARTMENT
PRESENTED BY: MARK KHOU, BUDGET & PURCHASING MANAGER
CONTACT INFORMATION: MARK KHOU, BUDGET & PURCHASING MANAGER AT (714) 754-5241
RECOMMENDATION:

City Council approve Warrant Resolution No. 2754.

BACKGROUND:

In accordance with Section 37202 of the California Government Code, the Director of Finance or their designated representative hereby certify to the accuracy of the following demands and to the availability of funds for payment thereof.

FISCAL REVIEW:

Funding Payroll Register No. 26-08 “A” Off Cycle for $2,070.43, No. 26-09 On Cycle for $4,090,890.01 and 26-10 On Cycle for $4,083,321.88, and City operating expenses for $2,296,584.05.

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CITY OF COSTA MESA
Agenda Report
77 Fair Drive
Costa Mesa, CA 92626
File #: 26-297 Meeting Date: 5/19/2026
TITLE:

MINUTES
DEPARTMENT: CITY MANAGER’S OFFICE/CITY CLERK’S DIVISION RECOMMENDATION:

City Council approve the Minutes of the Special Study Session Meetings on March 31, 2026 and April 28, 2026, and the Regular Meeting of April 21, 2026.

65 Minutes – Special Study Session Meeting March 31, 2026 Page 1 of 3

SPECIAL CITY COUNCIL STUDY SESSION
MARCH 31, 2026 - MINUTES

CALL TO ORDER – The Special Study Session meeting was called to order by Mayor Stephens at 5:00 p.m.

ROLL CALL

Present: Council Member Buley, Council Member Gameros, Council Member Pettis, Council Member Marr, Council Member Reynolds, Mayor Pro Tem Chavez, and Mayor Stephens.

Absent: None.

SPECIAL STUDY SESSION ITEM:

1. FISCAL YEAR 2026 -27 PROPOSED CAPITAL IMPROVEMENT PROGRAM (CIP) BUDGET AND FIVE-YEAR (2026-27 TO 2030-31) CIP STUDY SESSION

Presentation by Mr. Sethuraman, Public Works Director.

Ms. Brown, Chair and Ms . Wright, Vice Chair of the Parks and Community Services Commission presented Capital Improvement Project recommendations.

Public Comments:

Speaker, spoke on creating moonparkfunding.com and the need to invest in Moon Park, spoke on the need for a direct line of site between the two playgrounds at the park, and that there is no barrier separating it from the bike trail.

Sonia Tr iana, Costa Mesa, spoke in support of improvements at Moon Park and on better maintenance at the park.

David Martinez, spoke in support of projects for street safety, citywide neighborhood improvement programs, traffic calming measures, implementing the daylighting law, and on speed zone reductions.

66 Minutes – Special Study Session Meeting March 31, 2026 Page 2 of 3

Ralph Taboada, Costa Mesa, spoke in support of the Parks and Community Services Commission presentation and encouraged all committees to provide similar presentations. Expressed a preference for a five- year amortization period for the CAN rather than ten y ears. Also emphasized the need for a long- term strategic plan and questioned whether the current sustainability plan is meeting Council goals. Additionally, spoke about improving bike lanes and crosswalks to make them more accessible.

Carla Stagman spoke in support of prioritizing Moon Park improvements.

Speaker, spoke in support of prioritizing Moon Park improvements.

Mat Garcia, Costa Mesa, spoke on the amount of funding for Fairview Park projects, and requested more details in the staff reports.

ACTION:

City Council provide d the following feedback on the FY 2026- 27 Proposed Capital Improvement Program (CIP) Budget and the Five-Year (FY 2026-27 to FY 2030-31) CIP including:
• Funding for additional parks and upgrading facilities at all parks. • A potential art project at Moon Park.
• Options for sharing expenses with other public entities for projects. • Options for additional community gardens.
• A long-term plan to maintain City facilities.
• A dedicated park improvement fund.
• Accounting of staff time in the CIP.
• The costs of the local road safety plan.
• Private/public partnerships i.e. Skate Park.
• Revisit the CAN ordinance and payments.
• Solar projects.
• School sites for more space for free play.
• The Open Space Master Plan

ADJOURNMENT – Mayor Stephens adjourned the Study Session at 7:55 p.m.

67 Minutes – Special Study Session Meeting March 31, 2026 Page 3 of 3

Minutes adopted on this 19
th day of May, 2026.

___________________________
John Stephens, Mayor

ATTEST:

___________________________
Brenda Green, City Clerk

68 Minutes – Special Study Session Meeting April 28, 2026 Page 1 of 2

SPECIAL CITY COUNCIL STUDY SESSION
April 28, 2026 - MINUTES

CALL TO ORDER – The Special Study Session meeting was called to order by Mayor Stephens at 5:00 p.m.

ROLL CALL

Present: Council Member Buley, Council Member Gameros, Council Member Pettis, Council Member Marr, Council Member Reynolds, Mayor Pro Tem Chavez, and Mayor Stephens.

Absent: None.

SPECIAL STUDY SESSION ITEM:

1. FISCAL YEAR 2025-26 MID-YEAR BUDGET UPDATE

Presentation by Kingsley Okereke, Financial Consultant and Mark K hou, Budget and Purchasing Manager.

Public Comments:

Ralph Taboada, Costa Mesa, thanked staff for their work on the report, spoke on costing out current vacancies, spoke on overtime overruns, spoke on pensions, and spoke on the bond for fire station number 2.

ACTION:

City Council r eceived and filed the Fiscal Year 2025- 26 Mid- Year Update, including updated projections for General Fund revenues and expenditures for the fiscal year ending June 30, 2026 and provided the following observations and feedback:
• Revisit cannabis sales tax.
• Revisit the ambulance contract.
• Define non-essential expenses.
• Explore Transient Occupancy Tax and Business licenses Tax at a study session. • Changes to the budget should be implemented and evaluated during midyear review.
• Updates to the City Council on the budget should be provided early and frequently. • A long-term plan is needed to maintain the facilities. • Revisit the reserve amount.
• Evaluate the Police Department overtime budget.
• Review budget policies on spending and transparency.

69 Minutes – Special Study Session Meeting April 28, 2026 Page 2 of 2

ADJOURNMENT – Mayor Stephens adjourned the Study Session at 7:34 p.m.

Minutes adopted on this 19
th day of May, 2026.

___________________________
John Stephens, Mayor

ATTEST:

___________________________
Brenda Green, City Clerk

70 Minutes – Regular Meeting April 21, 2026 Page 1 of 11

REGULAR CITY COUNCIL AND HOUSING AUTHORITY
APRIL 21, 2026 - MINUTES

CALL TO ORDER – The Closed Session meeting was called to order by Mayor Stephens at 4:01 p.m.

ROLL CALL

Present: Council Member Buley, Council Member Gameros (arrived at 4:0 5 p.m.), Council Member Marr, Council Member Pettis, Mayor Pro Tem Chavez, and Mayor Stephens.

Absent: Council Member Reynolds.

PUBLIC COMMENTS – NONE.

CLOSED SESSION ITEMS:

1. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
Pursuant to California Government Code Section 54956.9 (d)(1) National Opioids Settlements: Associated Pharmacies, Inc (and American Associated Pharmacies); J M Smith Corporation; Louisiana Wholesale Drug Company, Inc.; Morris and Dickson Co.; North Carolina Mutual Wholesale Drug Company, Inc.; and United Natural Foods, Inc. (Remnant Defendants)
United States District Courts, Northern District of Ohio, MDL No. 2804 Rubris Reference Number: CL-1763034

2. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
Pursuant to California Government Code Section 54956.9 (d)(1) Name of Case: RDK Group Holdings, LLC v. City of Costa Mesa, Orange County Superior Court Case No. 30 2025 0149581 CU WM WJC

3. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATION OF LITIGATION - ONE CASE
Pursuant to California Government Code Section 54956.9 (d)(2), Potential Litigation.

4. CONFERENCE WITH LEGAL COUNSEL – INITIATION OF LITIGATION – ONE CASE
Pursuant to California Government Code Section 54956.9 (d)(4), Potential Litigation.

City Council recessed at 4:03 p.m. for Closed Session.

71 Minutes – Regular Meeting April 21, 2026 Page 2 of 11

Council Member Gameros recused himself from Closed Session at 4:40 p.m. based on a conflict.

Closed Session adjourned at 5:00 p.m.

CALL TO ORDER - The Regular City Council and Housing Authority meeting was called to order by Mayor Stephens at 6:00 p.m.

NATIONAL ANTHEM AND PLEDGE OF ALLEGIANCE – A video was played of the National Anthem and the Mayor led the Pledge of Allegiance.

MOMENT OF SOLEMN EXPRESSION – Led by Pastor Phil Eyskens, Lighthouse Church.

ROLL CALL

Present: Council Member Buley, Council Member Gameros, Council Member Marr, Council Member Pettis, Council Member Reynolds, Mayor Pro Tem Chavez, and Mayor Stephens.

Absent: None.

CITY ATTORNEY CLOSED SESSION REPORT – Ms. Hall Barlow reported that one action was taken on closed session item number 1, the City Council approved joining the following six (6) settlements in the National O pioid Litigation: Associated Pharmacies, Inc.; J M Smith Corporation; Louisiana Wholesale Drug Company, Inc.; Morris and Dickson Co.; North Carolina Mutual Wholesale Drug Company, Inc.; and United Natural Foods, Inc. The motion was made by Mayor Pro Tem Chavez and seconded by Mayor Stephens , on a 6 -0 vote authorizing the City Attorney’s Office to join the settlement, and authorizing the City Manager to approve further settlements with additional defendants as they may come.

MOVED/SECOND: Mayor Pro Tem Chavez/Mayor Stephens
MOTION: Authorize the City Attorney’s Office to join the settlement on Closed Session item no. 1 regarding the following six (6) cases:

Associated Pharmacies, Inc.; J M Smith
Corporation; Louisiana Wholesale Drug Company, Inc.; Morris and Dickson Co.; Nor th Carolina Mutual Wholesale Drug Company, Inc.; and United Natural Foods, Inc ., and authorized the City Manager to approve further settlements with additional defendants as they may come.

The motion carried by the following roll call vote:

Ayes: Council Member Buley Council Member Gameros, Council Member Marr, Council Member Pettis, Mayor Pro Tem Chavez, and Mayor Stephens.

Nays: None.

Absent: Council Member Reynolds.

Abstain: None.

Motion carried: 6-0

PRESENTATIONS: NONE.

PUBLIC COMMENTS – MATTERS NOT LISTED ON THE AGENDA

Speaker, spoke on overgrow th at Fairview Park and mitigating fire risks , illegal activity at Fairview Park, spoke on e-bike safety measures and the need for more trails and less e-bikes. 72 Minutes – Regular Meeting April 21, 2026 Page 3 of 11

Speaker, requested to amend or cancel the Flock contract, and spoke on data sharing and misuse of the system.

Rachel Godwin, Costa Mesa, requested to cancel the Flock contract and requested a network audit.

Speaker, requested to cancel the Flock contract.

Speaker, spoke on the legacy City Council would like to leave, encouraged decision making to serve the community, thanked the City Council for removing a tree that was about to fall, and thanked the City Council for their committee nominations.

Speaker, spoke in favor of a Trap Neuter Return Ordinance.

Fisher Derderian, spoke on the need for a special fund for the Arts Commission for public art, and recommended $60,000 for partnering with Bright Youth.

Speaker, requested to cancel the Flock contract, and spoke on the dangers regarding tracking women.

Speaker, spoke on immigration.

Cynthia McDonald, Costa Mesa, expressed dismay that the City Council did not adopt an Ethics policy.

Eric Jimenez, spoke in favor of a partnership / collaboration with Bright Youth for more art in the City, requested more information on the Shalimar Park expansion project and if it would remove healthy mature trees, and spoke in support of canceling the Flock contract.

COUNCIL MEMBER COMMITTEE REPORTS, COMMENTS, AND SUGGESTIONS

Council Member Marr spoke on attending the P olice Department employee recognition breakfast, spoke on the Flock contract and explor ing other vendors, spoke on the Arts budget and cannabis funding and requested to discuss it further during the mid-year budget discussion, and spoke on supporting or bringing back an amended Ethics Policy.

Council Member Reynolds spoke in support of revisiting the Flock contract and revisiting an amended Ethics policy , spoke on addressing the fire risks at Fairview Park, spoke on an upcoming Arts Commission presentation, spoke on attending a meeting in Sacramento with Mr. Martin, Transportation Services Manager regarding safety on Newport Blvd., thanked Mr.

Robbins, Neighborhood Improvement Manager, for presenting to the Children’s Leadership Retreat with Grace Fellowship Church, thank ed staff for the Cruise the Loop event and Earth Day event, thanked Mr. Arios and team for their work on a cell tower project, and thanked Ms.

Munoz for her service to the City Council.

73 Minutes – Regular Meeting April 21, 2026 Page 4 of 11

Council Member Pettis spoke on engaging with the public and that he will be holding a Once-a-Month Eastside Exchange, spoke on funding for Art s in the City , spoke on the Country’s Anniversary and supports art that commemorates the milestone, spoke on an amended Ethics Policy, and thanked Ms. Munoz for her service to the City Council.

Council Member Buley thanked Ms. Munoz for her serv ice to the City Council, welcomed feedback from the community on the Fairview Developmental Center Specific Plan , spoke on the benefits of the Flock system and also researching alternative providers, thanked staff for helping a constituent with an overgrown tree, praised the Cruise the Loop event, and requested more information on the Arts Commission budget.

Council Member Gameros congratulated Officer Osborne for receiving the Officer of the Year Award, welcomed probationary Fire Fighters to Costa Mesa, spoke on providing feedback on the Fairview Developmental Center Specific Plan, thanked the Police Department for assisting an individual wielding a knife.

Mayor Pro Tem Chavez thanked Congressman Min for his donation to the Police Department and to the Parks and Community Services Department and for supporting Costa Mesa, spoke on attending the Finance and Pension Advisory Committee meetings and spoke on a potential Business License Tax ballot measure, spoke on the Flock system and requested updated information, spoke on the Shalimar Park trees being removed and new trees replanted, and spoke on the Arts Commission recommendations on the budget.

Mayor Stephens spoke about Fairview Park and noted the Fire Department is evaluating fire risks, spoke on attending the employee rec ognition event for the Police Department, spoke on the Cruise the Loop event, Farmers Market at Mesa Verde Center, and Earth Day event and planting 250 trees in honor of the Country’s 250th anniversary, spoke on the benefits of the Flock system, thanked Congressman Min for his donation for a real time crime center, and thanked Ms. Munoz for her service to the City Council.

REPORT – CITY MANAGER – Ms. Gallardo-Daly spoke on the City funds that were donated to Enough For All and the Somewhere Cares Soup Kitchen, spoke on the $250 ,000 allocated to the legal defense fund, and recognized Victoria Castillo for the April C ity Manager Leadership Award.

REPORT – CITY ATTORNEY – Ms. Hall Barlow spoke on amendments to the Ethics Policy and that the City Council will need to provide specific direction.

CONSENT CALENDAR

MOVED/SECOND: Mayor Stephens/Council Member Marr
MOTION: Approve the Consent Calendar.

The motion carried by the following roll call vote:

Ayes: Council Member Buley, Council Member Gameros, Council Member Marr, Council Member Pettis, Council Member Reynolds, Mayor Pro Tem Chavez, and Mayor Stephens.

Nays: None.

Absent: None.

Abstain: None.

Motion carried: 7-0
74 Minutes – Regular Meeting April 21, 2026 Page 5 of 11

1. PROCEDURAL WAIVER: WAIVE THE FULL READING OF ALL ORDINANCES AND

RESOLUTIONS

ACTION:

City Council and Housing Authority approved the reading by title only and waived further reading of Ordinances and Resolutions.

2. READING FOLDER

ACTION:

City Council received and filed Claims received by the City Clerk and authorized staff to reject any and all Claims: Kafshi Bennett, Kerry Brennan, Nicholas Wood- Perales, Christopher Riley, Josefina Rodriguez.

3. ADOPTION OF WARRANT RESOLUTION

ACTION:

City Council approved Warrant Resolution No. 2752.

4. MINUTES

ACTION:

City Council approved the Minutes of the Regular Meeting on March 17, 2026.

5. ACCEPTANCE OF THE CITY HALL BASEMENT I.T. OFFICES AND TRAINI NG ROOM REMODEL PROJECT, CITY PROJECT NO. 24-11

ACTION:

1. City Council a ccepted the work performed by American Construction Company, LLC, dba ACC, 1130 North Kraemer Boulevard, No. 1, Anaheim, California 92806, for the City Hall Basement Information Technology (I.T.) Offices and Training Room Remodel Project, City Project No. 24- 11, and authorize d the City Clerk to file the Notice of Completion.

2. Authorized the City Manager to release the Labor and Material Bond seven (7) months after the filing date and release the Faithful Performance Bond at the conclusion of the one -year warranty period. The retention has been released per Public Contract Code section 7107(c).

6. APPROPRIATION OF FUNDS FOR THE REHABILITATION OF RENTAL UNITS AT THE JAMES/18TH STREET APARTMENTS

ACTION:

City Council appropriated and transferred $200,000 from the Housing Trust Fund (Fund 226) to the Costa Mesa Housing Authority James/18th Street Property Fund (Fund 223) to rehabilitate four (4) rental housing units at the James/18th Street apartments.

75 Minutes – Regular Meeting April 21, 2026 Page 6 of 11

7. TWO YEAR EXTENSION OF THE PROFESSIONAL SERVICES AGREEMENT WITH

WITTMAN ENTERPRISES, LLC FOR AMBULANCE BILLING AND COST RECOVERY SERVICES RFP 18-03

ACTION:

1. City Council a pproved Amendment Number Three to extend the term of the Professional Services Agreement for Ambulance Billing and Cost Recovery Services between Wittman Enterprises, LLC and the City of Costa Mesa for two (2) additional years to July 31, 2028, and to increase the per call cost by $1.00 from $23.00 to $24.00.

2. Authorized the City Manager and the City Clerk to execute the Amendment Number Three to Professional Services Agreement and future amendments to the agreement within the City Council’s authorized limits.

AT THIS TIME COUNCIL WILL ADDRESS ANY ITEMS PULLED FROM THE CONSENT

CALENDAR

---------------------------------------END OF CONSENT CALENDAR----------------------------------------

PUBLIC HEARINGS:
(Pursuant to Resolution No. 05-55, Public Hearings begin at 7:00 p.m.)

1. CONTINUATION REQUEST OF AN APPEAL OF THE PLANNING COMMISSION’S

DECISION TO UPHOLD THE ECONOMIC AND DEVELOPMENT SERVICES DIRECTOR’S DECISION TO DENY A REASONABLE ACCOMMODATION REQUEST

TO DEVIATE FROM CERTAIN REQUIREMENTS OF THE ZONING CODE TO OPERATE A SOBER LIVING HOME OPERATED BY THE OHIO HOUSE AT 115

EAST WILSON STREET, UNITS A THROUGH E

MOVED/SECOND: Mayor Stephens/Mayor Pro Tem Chavez
MOTION: Approve staff recommendation.

Ayes: Council Member Buley, Council Member Gameros, Council Member Marr, Council Member Pettis, Council Member Reynolds, Mayor Pro Tem Chavez, and Mayor Stephens.

Nays: None.

Absent: None.

Abstain: None.

Motion carried: 7-0

ACTION:

City Council continued the public hearing item to the June 16, 2026, meeting, pursuant to the applicant’s request.

76 Minutes – Regular Meeting April 21, 2026 Page 7 of 11

2. INTRODUCTION AND FIRST READING OF THE CITY OF COSTA MESA, CALIFORNIA ADDING CHAPTER IV, TRAP-NEUTER-RETURN, TO TITLE 3 OF THE

COSTA MESA MUNICIPAL CODE TO ESTABLISH A TRAP -NEUTER-RETURN

PROGRAM FOR COMMUNITY CATS

Presentation by Lt. Selinski.

Public Comments:

Cara Stewart spoke in support of the ordinance.

Speaker, spoke in support of the ordinance.

Angela Minjares spoke in support of the ordinance.

Speaker, spoke in support of the ordinance.

Speaker, spoke in support of the ordinance.

Dianne Edmundson spoke in support of the ordinance.

Debra Lee spoke in support of the ordinance.

Becca Walls spoke in support of the ordinance.

Speaker, spoke in support of the ordinance.

MOVED/SECOND: Mayor Stephens/Mayor Pro Tem Chavez
MOTION: Approve staff recommendation.

The motion carried by the following roll call vote:

Ayes: Council Member Buley, Council Member Gameros, Council Member Marr, Council Member Pettis, Council Member Reynolds, Mayor Pro Tem Chavez, and Mayor Stephens.

Nays: None.

Absent: None.

Abstain: None.

Motion carried: 7-0

ACTION:

City Council introduce d for first reading Ordinance No. 2026- 06 adding Title 3 Animal Regulations of the Costa Mesa Municipal Code 3- 171 to establish and regulate a Trap-Neuter-Return (TNR) program for community cats within the City of Costa Mesa.

77 Minutes – Regular Meeting April 21, 2026 Page 8 of 11

OLD BUSINESS:

1. ADOPTION OF ORDINANCE AMENDING CHAPTER III OF TITLE 15 OF THE

COSTA MESA MUNICIPAL CODE RELATING TO PUBLIC WORKS - DRAINAGE

Presentation by Mr. Yang, City Engineer.

Discussion ensued on the appeal process and streamlining procedures.

City Council recessed to a break at 7:43 p.m.

City Council reconvened at 7:51 p.m.

Ms. Hall Barlow, City Attorney, noted an error in the proposed ordinance and requested the item be co ntinued to the May 5
th City Council meeting for time to review and make
the appropriate edits.

MOVED/SECOND: Mayor Stephens/Mayor Pro Tem Chavez
MOTION: Continue the item to the May 5, 2026, meeting, pursuant to City Attorney Hall Barlow’s request.

The motion carried by the following roll call vote:

Ayes: Council Member Buley, Council Member Gameros, Council Member Marr, Council Member Pettis, Council Member Reynolds, Mayor Pro Tem Chavez, and Mayor Stephens.

Nays: None.

Absent: None.

Abstain: None.

Motion carried: 7-0

ACTION:

City Council continued the item to the May 5, 2026, meet ing, pursuant to City Attorney Hall Barlow’s request.

NEW BUSINESS:

1. AMENDMENT NUMBER THREE TO EXTEND THE TERM OF THE PROFESSIONAL

SERVICES AGREEMENT WITH FALCK MOBILE HEALTH CORPORATION FOR

AMBULANCE SERVICES

Presentation by Fire Chief Pyle.

Public Comments: None.

Discussion ensued on reviewing the contract, administrative costs, history of performance measures, and future expected costs.

78 Minutes – Regular Meeting April 21, 2026 Page 9 of 11

MOVED/SECOND: Mayor Stephens/Council Member Pettis
MOTION: Approve staff recommendation.

The motion carried by the following roll call vote:

Ayes: Council Member Buley, Council Member Gameros, Council Member Marr, Council Member Pettis, Council Member Reynolds, Mayor Pro Tem Chavez, and Mayor Stephens.

Nays: None.

Absent: None.

Abstain: None.

Motion carried: 7-0

ACTION:

1. City Council a pproved Amendment Number Three to the Professional Services Agreement with Falck Mobile Health Corp (Previously known as Care Ambulance) to extend the term for the continuation of emergency ambulance operator and support services for two additional years from August 1, 2026 through July 31, 2028 for an amount not to exceed (NTE) $5,020,000, with all other terms and conditions to remain the same as outlined in Amendment Number Two.

2. Authorized a ten percent (10%) contingency in the amount of $502,000 for unforeseen costs.

3. Authorized the City Manager and the City Clerk to execute Amendment Number Three to the Professional Services Agreement and future amendments to the agreement within City Council authorized limits.

2. AWARD OF THE 2025 -26 CITYWIDE ALLEY REHABILITATION PROJECT, CITY PROJECT NO. 25-17

Presentation by Mr. Wieske, Assistant City Engineer.

Public Comments:

Ralph Taboada, Costa Mesa, spoke on a complete assessment for all Capital Improvement Projects.

MOVED/SECOND: Council Member Gameros/Mayor Stephens
MOTION: Approve staff recommendation.

Council Member Reynolds spoke on voting no on the item as she supports incorporating green alleys into the design , and creating opportunities for permeability and water capture.

79 Minutes – Regular Meeting April 21, 2026 Page 10 of 11

MOVED/SECOND: Council Member Gameros/Mayor Stephens
MOTION: Approve staff recommendation.

The motion carried by the following roll call vote:

Ayes: Council Member Buley, Council Member Gameros, Council Member Marr, Council Member Pettis, Mayor Pro Tem Chavez, and Mayor Stephens.

Nays: Council Member Reynolds.

Absent: None.

Abstain: None.

Motion carried: 6-1

ACTION:

1. City Council m ade a finding of California Environmental Quality Act (CEQA) categorical exemption pursuant to CEQA Guidelines section 15301.

2. Adopted plans, specifications, and working details for the 2025- 26 Citywide Alley Rehabilitation Project, City Project No. 25-17.

3. Rejected the apparent low bid submitted by Diamond Construction & Design, 638 Camino De Los Mares, #H130- 513, San Clemente, Calif ornia 92673, as non-responsive.

4. Awarded a Public Works Agreement (PWA) for construction to the second lowest bidder to Kalban, Inc., 26450 Ruether Avenue #201, Santa Clarita, California 91350 in the amount of $1,131,951 and authorized an additional ten percent (10%) contingency in the amount of $113,195 as needed for any unforeseen costs related to this project.

5. Authorized the City Manager and City Clerk to execute the PWA and future amendments to the agreement within Council authorized limits.

ADDITIONAL COUNCIL/BOARD MEMBER COMMITTEE REPORTS, COMMENTS, AND SUGGESTIONS – NONE.

ADJOURNMENT – Mayor Stephens adjourned the meeting at 8:20 p.m.

80 Minutes – Regular Meeting April 21, 2026 Page 11 of 11

Minutes adopted on this 19th day of May, 2026.

___________________________
John Stephens, Mayor

ATTEST:

___________________________
Brenda Green, City Clerk

81 CITY OF COSTA MESA
Agenda Report
77 Fair Drive
Costa Mesa, CA 92626
File #: 26-267 Meeting Date: 5/19/2026
TITLE:

FACILITY USE AGREEMENT WITH THE AMERICAN RED CROSS
DEPARTMENT: OFFICE OF EMERGENCY MANAGEMENT
PRESENTED BY: DELCIE HYNES, EMERGENCY SERVICES MGR.

CONTACT INFORMATION: DELCIE HYNES, EMERGENCY SERVICES MGR. 714-754-5189 RECOMMENDATION:

Staff recommends City Council:

1. Approve the Facility Use Agreement with the American National Red Cross for use of City facilities during disaster-related activities at no cost (Attachment 1).

2. Approve the Pet Addendum to the Facility Use Agreement with the American National Red Cross to allow clients’ pets in designated areas.

3. Authorize the City Manager, or designee, to execute both the Facility Use Agreement and Pet Addendum on behalf of the City to ensure ongoing cooperation and coordination of emergency disaster shelter and resources.

BACKGROUND:

In 1998, the City entered into a contract (1998 Contract) with the Orange County Chapter of the American Red Cross (Red Cross) to provide care and shelter in the event of a man-made or natural disaster impacting Costa Mesa residents and to support shelter preparedness efforts. Since that time, the Red Cross has provided free training to City staff, conducted facility site surveys, and been a key partner in planning and preparing for mass care and shelter operations in the community.

The existing contract allows the Red Cross to request access to City facilities (Balearic Community Center, Downtown Recreation Center, Costa Mesa Senior Center, and Norma Hertzog Community Center) for disaster-related activities such as shelter, service centers, storage, or parking. The City retains discretion over facility use.

The Red Cross no longer uses the contract format and has replaced it with a Facility Use Agreement.

Like the prior 1998 Contract, the proposed Facility Use Agreement (Agreement) with the Red Cross establishes a framework for the Red Cross to request temporary use of the named City facilities (Attachment 2). Additionally, the Agreement continues to ensure that facility use is at the City’s discretion and only activated upon Red Cross request during a disaster.

Further, the Pet Addendum was added to ensure compliance with California Senate Assembly Bill

82 File #: 26-267 Meeting Date: 5/19/2026
Further, the Pet Addendum was added to ensure compliance with California Senate Assembly Bill 781 (AB 781), which requires municipalities to designate a shelter location where household pets can be “accommodated” during a disaster.

ANALYSIS:

The Agreement term begins upon signing and ends 30 days after written notice by either party. The Red Cross has confirmed to staff that this Agreement will replace and supersede the provisions of the 1998 Contract.

The Agreement outlines responsibilities, including joint facility inspections before and after use to document conditions, and requires the Red Cross to exercise reasonable care and obtain written approval for any modifications. The Red Cross will designate a manager to oversee operations, while the City will appoint a Facility Coordinator to ensure coordination.

No fee will be charged for facility use during disaster operations, but the Red Cross will reimburse the City for damages (beyond reasonable wear and tear) and reasonable costs for custodial, food service, or utilities (water, gas, electricity, waste disposal) incurred due to its activities. For federally declared disasters, the City may seek reimbursement through the Federal Emergency Management Agency’s (FEMA) Public Assistance Category B program.

In accordance with AB 781, the Pet Addendum allows clients’household pets, including service and assistance animals, in designated areas, with the Red Cross being responsible for pet welfare compliance through an Animal Welfare Organization. The City maintains the authority to determine which facility may accommodate pets and where pets may be allowed.

The Red Cross has entered into similar agreements with local jurisdiction partners, as well as the Newport-Mesa Unified School District, to ensure the timely offering of disaster services at facilities owned by other entities that may also support City residents.

Should the City Council authorize the City Manager or designee to execute the Agreement with the Red Cross, the Red Cross will be able to establish and offer shelter or other support at one of the named City facilities in a timely manner. If the City Council elects not to authorize execution of the Agreement in advance, it will delay shelter support to the community. The Red Cross will still respond when requested and available; however, a Facility Use Agreement will still be required prior to establishing services at the indicated location. Waiting until a disaster occurs will delay the provision of services to residents in need.

This Agreement strengthens the City’semergency response capabilities by formalizing a partnership with the Red Cross, aligning with the City’s commitment to public safety and effective disaster management.

ALTERNATIVES:

The City Council could choose not to participate in the Agreement with the Red Cross, in which case the Red Cross would not be able to open a Red Cross Shelter at a City facility. In the event the City opens a shelter without the Red Cross, the City will assume all financial and legal responsibility.

During a disaster or other emergency in which the City requires shelter assistance from the Red Cross, they would require the Agreement be signed at that time which may delay shelter opening and

83 File #: 26-267 Meeting Date: 5/19/2026
Cross, they would require the Agreement be signed at that time which may delay shelter opening and establishment of services.

FISCAL REVIEW:

There is no fiscal impact to the City by entering into this Agreement with the Red Cross.

LEGAL REVIEW:

The City attorney’soffice has reviewed this report and the Agreement and approves them both as to form.

CITY COUNCIL GOALS AND PRIORITIES:

Participating in the Facility Use Agreement with the Red Cross supports City Council’s Goal to Strengthen the Public’s Safety and Improve the Quality of Life.

CONCLUSION:

Staff recommends City Council:

1. Approve the Facility Use Agreement with the American National Red Cross for use of City facilities during disaster-related activities at no cost.

2. Approve the Pet Addendum to the Facility Use Agreement with the American National Red Cross to allow clients’ pets in designated areas.

3. Authorize the City Manager, or designee, to execute both the Facility Use Agreement and Pet Addendum on behalf of the City to ensure ongoing cooperation and coordination of emergency disaster shelter and resources.

84 85
86 87
City Manager
Cecilia Gallardo-Daly
City of Costa Mesa
88 City of Costa Mesa
89 Cecilia Gallardo-Daly
City Manager
90 As facility design and layouts may change over time, site diagrams will be determined at the time of use, if needed. 91 Red Cross Shelter Location
Costa Mesa Facility List
As of: 5/12/2026
Facility Name Address
Evacuation Capacity
(20 sq ft per person)
Overnight Shelter
Capactiy (40 sq ft per
person) Facility Owner
Norma Hertzog Community Center 1845 Park Ave. Costa Mesa, CA 92627 246 123 City of Costa Mesa Downtown Recreation Center 1860 Anaheim Ave. Costa Mesa, CA 92627 330 165 City of Costa Mesa Costa Mesa Senior Center 695 W. 19th St. Costa Mesa, CA 92627 131 75 City of Costa Mesa Baleric Community Center 1975 Balearic Dr. Costa Mesa, CA 92626 144 72 City of Costa Mesa

Attachment 2
92 CITY OF COSTA MESA
Agenda Report
77 Fair Drive
Costa Mesa, CA 92626
File #: 26-271 Meeting Date: 5/19/2026
TITLE:

PROFESSIONAL SERVICES AGREEMENT FOR BULKY ITEM COLLECTION SERVICES AT

DESIGNATED MULTI-FAMILY PROPERTIES
DEPARTMENT: PUBLIC WORKS DEPARTMENT/GENERAL SERVICES

DIVISION
PRESENTED BY: RAJA SETHURAMAN, PUBLIC WORKS DIRECTOR
CONTACT INFORMATION: PATRICK BAUER, DEPUTY PUBLIC WORKS DIRECTOR, (714) 754-5029
RECOMMENDATION:

Staff recommends the City Council:

1. Award a Professional Services Agreement (PSA) for the collection and disposal of abandoned bulky items in the City’srights-of-way to Ware Disposal Company, Inc., in an annual amount of $104,832 for an initial term of two (2) years, with an additional three (3) one-year renewal options.

2. Authorize the City Manager to execute the PSA and any future amendments to the agreement.

BACKGROUND:

High volumes of bulky items are illegally discarded and abandoned daily within and adjacent to the City’srights-of-way, contributing to health and safety concerns. In 2025, the monthly average of 12.41 tons of material, including but not limited to mattresses, appliances, electronic waste, and furniture, was abandoned in the public right-of-way. These conditions create significant liability for the City and have a negative impact on the surrounding neighborhood properties.

Since 2021, the City has contracted the services of Ware Disposal, a private waste hauler, to assist with the pickup and disposal of illegally discarded items, particularly in areas with a high concentration of multi-family properties. This current agreement with Ware Disposal will expire on June 30, 2026.

ANALYSIS:

On February 11, 2026, the City released a Request for Proposal (RFP) on PlanetBids for bulky item collection services in City Council districts 2, 4, and 5, which have historically been the areas most impacted by illegal dumping. The proposed PSA also includes an option to expand services to other areas.

Three (3) proposals were received to provide these services, and a summary of the bid results is

93 File #: 26-271 Meeting Date: 5/19/2026
Three (3) proposals were received to provide these services, and a summary of the bid results is included as Attachment 1. Proposals were screened for compliance with the City’s RFP and evaluated based on the method of approach, qualifications, experience, staffing, and cost proposal.

The evaluation committee, consisting of three members, evaluated the proposals individually and determined Ware Disposal, Inc. as the highest rated bidder.

As the current service provider, Ware Disposal, Inc. possesses a strong understanding of the City’s service needs and owns and operates its own transfer and processing facility, Madison Materials in Santa Ana.

Therefore, staff recommends award of a PSA (Attachment 2) to Ware Disposal, Inc. for an initial two (2) year term with three (3) optional one-year renewal periods in a not to exceed amount of $104,832 annually. The initial term of this agreement will begin July 1, 2026, and end June 30, 2028.

ALTERNATIVES:

The City may consider re-issuing the RFP for Bulky Item Collection Services. However, this process is unlikely to obtain cost below that of Ware Disposal, Inc. Staff does not recommend this option.

FISCAL REVIEW:

Funding for the agreement is included in the proposed Fiscal Year 2026-27 Operating Budget in the General Fund (Fund 101), contingent upon City Council’sapproval and adoption of the next fiscal year budget.

LEGAL REVIEW:

The City Attorney’sOffice has reviewed this agenda report, prepared the PSA, and approves them both as to form.

CITY COUNCIL GOALS AND PRIORITIES:

This item works toward achieving the following City Council goal:
· Maintain and enhance the City’s infrastructure, facilities, equipment, and technology.

CONCLUSION:

Staff recommends the City Council:

1. Award a PSA for the collection and disposal of abandoned bulky items in the City’srights-of-way to Ware Disposal Company, Inc., in an annual amount of $104,832 for an initial term of two (2) years, with an additional three (3) optional one-year renewal options.

2. Authorize the City Manager to execute the PSA and any future amendments to the agreement.

94 Eval Committee
Member #1
Eval Committee
Member #2
Eval Committee
Member #3 TOTAL
RFP

FACILITATOR TOTALS
20 PROJECT APPROACH & METHODOLOGY
OC Luggers Inc 2 4 3 9 180
Robert's Waste & Recycling 3 4 4 11 220
Ware Disposal 4 4 4 12 240
40 QUALIFICATIONS & EXPERIENCE OF THE FIRM
OC Luggers Inc 2 3 3 8 320
Robert's Waste & Recycling 2 4 4 10 400
Ware Disposal 5 5 4 14 560
30 KEY PERSONNEL
OC Luggers Inc 2 3 3 8 240
Robert's Waste & Recycling 4 4 3 11 330
Ware Disposal 5 4 4 13 390
10 COST
OC Luggers Inc 4 40
Robert's Waste & Recycling 5 50
Ware Disposal 5 50

PROPOSERS SCORES RANK
OC Luggers Inc 780
Robert's Waste & Recycling 1000
Ware Disposal 1240
Notes: Based on the scores, WARE received the highest points.

ATTACHMENT 1
95 1
Ware Disposal, Inc.

Rev. 1-2025

CITY OF COSTA MESA

PROFESSIONAL SERVICES AGREEMENT
WITH WARE DISPOSAL, INC.

THIS PROFESSIO
NAL SERVICES AGREEMENT (“Agreement”) is made and entered into this 1st day of July 2026 (“Effective Date”), by and between the CITY OF COSTA MESA, a municipal corporation (“City”), and WARE DISPOSAL, INC. , a California corporation (“Contractor”).

RECITALS
A. City proposes
to utilize the services of Contractor as an independent contractor to provide abandoned bulky item collection service s at designated properties in the City , as more fully described herein; and
B. Contractor repr
esents that it has that degree of specialized expertise contemplated within California Government Code section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and
C. City and Cont
ractor desire to contract for the specific services described in Exhibit “A” and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. No official or
employee of City has a financial interest, within the provisions of sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

NOW, THERE
FORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVI

DED BY CONTRACTOR

1.1. Scope of Servi
ces. Contractor shall provide the professional services described in City’s Request for Proposals (RFP No. 26-15), attached hereto as Exhibit “A,” and Contractor’s Proposal, attached hereto as Exhibit “B,” both incorporated herein.

1.2. Professional P
ractices. All professional services to be provided by Contractor pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional Contractor s in similar fields and circumstances in accordance with sound professional practices. Contractor also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Contractor’s performance of this Agreement.

1.3. Performance
to Satisfaction of City . Contractor agrees to perform all the work to the complete satisfaction of the City. Evaluations of the work will be done by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with
Contractor to review the quality of the work and resolve the matters of concern;
ATTACHMENT 2
96 2
Ware Disposal, Inc.

Rev. 1-2025

(b) Require Contractor to repeat the work at no additional fee until it is satisfactory; and/or

(c) Terminate the Agreement as hereinafter set forth.

1.4. Warranty. Contractor warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Contractor shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Contractor’s performance under this Agreement.

1.5. Non-Discrimination. In performing this Agreement, Contractor shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military or veteran status, e xcept as permitted pursuant to s ection 12940 of the Government Code.

1.6. Non-Exclusive Agreement . Contractor acknowledges that City may enter into agreements with other Contractors for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Contractor may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Contractor’s sole cost and expense.

1.8. Confidentiality. Employees of Contractor in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Contractor ’s covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING

2.1. Compensation. Contractor shall be paid in accordance with the fee schedule set forth in Exhibit “C,” (Option A) attached hereto and made a part of this Agreement. Contractor’s annual compensation during the initial two -year term of this Agreement shall not exceed One Hundred Four Thousand Eight Hundred Thirty-One Dollars and Sixteen Cents ($104,831.16). 97 3
Ware Disposal, Inc.

Rev. 1-2025

Pricing shall remain firm for a minimum of two (2) years. All requests for pricing adjustments for follow-on contract renewal periods shall be provided no later than sixty (60) prior to the end of the contract period. Any such proposed price adjustments shall not exceed The Bureau of Labor Statistics Consumer Price Index (CPI) data for Los Angeles -Riverside-Orange County, CA, All Items, Not Seasonally Adjusted, “annualized change comparing the original proposal month and the same month in the subsequent year. (This information may be found on the U.S. Department of Labor’s website at www.bls.gov.)

2.2. Additional Services. Contractor shall not receive compensation for any services provided outside the scope of services specified in the Contractor ’s Proposal unless the City Manager or designee , prior to Contractor performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

2.3. Method of Billing. Contractor may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Contractor’s services which have been completed to City’s sole satisfaction. City shall pay Contractor’s invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed , the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

2.4. Records and Audits. Records of Contractor’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times from the Effective Date until three (3) years after termination of this Agreement.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. Unless otherwise agreed to in writing by the parties, the professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, pandemics (excluding COVID-19), material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party (each, a “Force Majeure Event”). If a party experiences a Force Majeure Event, the party shall, within five (5) days of the occurrence of the Force Majeure Event, give written notice to the other party stating the nature of the Force Majeure Event, its anticipated duration and any action being taken to avoid or minimize its effect. Any suspension of performance shall be of no greater scope and of no longer duration than is reasonably required and the party experiencing the Force Majeure Event shall use best efforts without being obligated to incur any material expenditure to remedy its inability to perform; provided, however, if the suspension of performance continues for sixty (60) days after the date of the occurrence and such failure to perform would constitute a material breach of this Agreement in the absence of such 98 4
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Force Majeure Event, the parties shall meet and discuss in good faith any amendments to this Agreement to permit the other party to exercise its rights under this Agreement. If the parties are not able to agree on such amendments within thirty (30) days and if suspension of performance continues, such other party may terminate this Agreement immediately by written notice to the party experiencing the Force Majeure Event, in which case neither party shall have any liability to the other except for those rights and liabilities that accrued prior to the date of termination.

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of twenty -four (24) months, ending on June 30, 2028 , unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. This Agreement may be extended by three [3] additional one [1] -year periods upon mutual written agreement of both parties.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Contractor .

The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Contractor shall immediately stop rendering services under this Agreement unless directed otherwise by the City.

4.3. Compensation. In the event of termination, City shall pay Contractor for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City’s written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Contractor.

4.4. Documents. In the event of termination of this Agreement, all documents prepared by Contractor in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Contractor, at no cost to City. Any use of uncompleted documents without specific written authorization from Contractor shall be at City’s sole risk and without liability or legal expense to Contractor.

5.0. INSURANCE

5.1. Minimum Scope and Limits of Insurance . Contractor shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated “A,” Class X, or better in the most recent A.M. Best’s Rating Guide, and approved by City:

(a) Commercial general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury 99 5
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with a policy limit of not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) general aggregate.

(b) Business automobile liability for owned vehicles, hired, and non- owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00) combined single limit per accident for bodily injury and property damage.

(c) Workers’ compensation insurance as required by the State of California.

Contractor agrees to waive, and to obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City, its officers, agents, employees, and volunteers arising from work performed by Contractor for the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies.

(d) Professional errors and omissions (“E&O”) liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects’ and engineers’ coverage shall be endorsed to include contractual liability. If the policy is written as a “claims made” policy, the retro date shall be prior to the start of the contract work. Contractor shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.

5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions:

(a) Additional insureds: “The City of Costa Mesa and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Contractor pursuant to its contract with the City; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; automobiles owned, leased, hired, or borrowed by the Contractor.”

(b) Notice: “Said policy shall not terminate, be suspended, or voided, nor shall it be cancelled, nor the coverage or limits reduced, until thirty (30) days after written notice is given to City.”

(c) Other insurance: “ The Contractor’s insurance coverage shall be primary insurance as respects the City of Costa Mesa, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Costa Mesa shall be excess and not contributing with the ins urance provided by this policy.”

(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Costa Mesa, its officers, officials, agents, employees, and volunteers.

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(e) The Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

5.3. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.

5.4. Certificates of Insurance. Contractor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement.

5.5. Non-Limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Contractor may be held responsible for payments of damages to persons or property.

6.0. GENERAL PROVISIONS

6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

6.2. Representatives. The C ity Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Contractor shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Contractor called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Project Managers. City shall designate a Project Manager to work directly with Contractor in the performance of this Agreement.

Contractor shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Contractor or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: (a) at the time of delivery if such communication is sent by personal delivery, and (b) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. 101
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IF TO CONTRACTOR: IF TO CITY:

WARE Disposal, Inc.

PO Box 1318
Santa Ana, CA 92702
City of Costa Mesa
77 Fair Drive
Costa Mesa, CA 92626
Tel: (714) 664-0677 Tel: (714) 754-5303
Attn: Brad Timmons Attn: Kevin Gaxiola

Courtesy copy to:

City of Costa Mesa
77 Fair Drive
Costa Mesa, CA 92626
Attn: Finance Dept. | Purchasing

6.5. Drug-Free Workplace Policy. Contractor shall provide a drug- free workplace by complying with all provisions set forth in City’s Council Policy 100 -5, attached hereto as Exhibit “D” and incorporated herein. Contractor ’s failure to conform to the requirements set forth in Council Policy 100-5 shall constitute a material breach of this Agreement and shall be cause for immediate termination of this Agreement by City.

6.6. Attorneys’ Fees . If litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

6.7. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.

6.8. Assignment. Contractor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Contractor ’s interest in this Agreement without City’s prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.

Regardless of City’s consent, no subletting or assignment shall release Contractor of Contractor’s obligation to perform all other obligations to be performed by Contractor hereunder for the term of this Agreement.

6.9. Indemnification and Hold Harmless. Contractor agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents and employees, at Contractor’s sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents and employees arising out of the performance of the Contractor, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Contractor , its 102
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employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Contractor, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents and employees based upon the work performed by the Contractor , its employees, and/or authorized subcontractors under this Agreement, whether or not the Contractor, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

Notwithstanding the foregoing, the Contractor shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Contractor ’s Proposal, which shall be of no force and effect.

6.10. Independent Contractor . Contractor is and shall be acting at all times as an independent contractor and not as an employee of City. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.

Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. Contractor shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Contractor and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Contractor shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.11 Conflicts with Independent Contractor. Contractor/Contractor’s duties and services under this Agreement shall not include preparing or assisting the public entity with any portion of the public entity’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the public entity. The public entity entering into this Agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor/Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor/Contractor shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this Agreement.

6.12. PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or 103
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subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

6.13. Cooperation. In the event any claim or action is brought against City relating to Contractor’s performance or services rendered under this Agreement, Contractor shall render any reasonable assistance and cooperation which City might require.

6.14. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Contractor or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Contractor agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Contractor. City shall indemnify and hold harmless Contractor from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from City’s use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Contractor . Contractor shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.

6.15. Public Records Act Disclosure. Contractor has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Contractor , or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code s ection 7920.000 et seq.).

Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code section 7924.510, and of which Contractor informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.16. Conflict of Interest . Contractor and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Contractor's services under this agreement, including, but not limited to, the Political Reform Act (Government Code s ections 81000, et seq.) and Government Code s ection 1090.

During the term of this Agreement, Contractor and its officers, employees, associates and subcontractors shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Contractor is not currently performing work that would require Contractor or one of its officers, employees, associates or subcontractors to abstain from 104
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a decision under this Agreement pursuant to a conflict of interest statute.

6.17. Responsibility for Errors. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

6.18. Prohibited Employment. Contractor will not employ any regular employee of City while this Agreement is in effect.

6.19. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail . If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.

6.20. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.21. Binding Effect. This Agreement binds and benefits the parties and their respective permitted successors and assigns.

6.22. No Third Party Beneficiary Rights . This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.23. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6.24. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement and have had an adequate opportunity to review each and every provision of the Agreement and submit the same to counsel or other Contractors for review and comment. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.25. Amendments . Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.26. Waiver. The delay or failure of either party at any time to require performance or 105
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compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.27. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6.28. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6.29. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

[Signatures appear on following page.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CONTRACTOR

__________________________________ Date: __________________________ Signature

__________________________________
Name and Title

CITY OF COSTA MESA

__________________________________ Date: __________________________ Cecilia Gallardo-Daly
City Manager

ATTEST:

__________________________________
Brenda Green
City Clerk

APPROVED AS TO FORM:

__________________________________ Date: __________________________ Kimberly Hall Barlow
City Attorney

APPROVED AS TO INSURANCE:

__________________________________ Date: __________________________ Ruth Wang
Risk Management

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APPROVED AS TO CONTENT:

__________________________________ Date: __________________________ Kevin Gaxiola
Project Manager

DEPARTMENTAL APPROVAL:

__________________________________ Date: __________________________ Raja Sethuraman
Public Works Director

APPROVED AS TO PURCHASING:

__________________________________ Date: __________________________ Finance Director

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EXHIBIT A

REQUEST FOR PROPOSALS (RFP No. 26-15)
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EXHIBIT B

CONTRACTOR’S PROPOSAL

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EXHIBIT C

FEE SCHEDULE (COST PROPOSAL)

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EXHIBIT D

CITY COUNCIL POLICY 100-5

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CITY OF COSTA MESA
Agenda Report
77 Fair Drive
Costa Mesa, CA 92626
File #: 26-256 Meeting Date: 5/19/2026
TITLE:

AGREEMENT FOR UNLEADED FUEL SERVICES WITH MERRIMAC PETROLEUM, INC.

DEPARTMENT: PUBLIC WORKS/GENERAL SERVICES DIVISION
PRESENTED BY: RAJA SETHURAMAN, PUBLIC WORKS DIRECTOR
CONTACT INFORMATION: PATRICK BAUER, DEPUTY PUBLIC WORKS DIRECTOR (714) 754-5029
RECOMMENDATION:

Staff recommends the City Council:

1. Approve Agreement with Merrimac Petroleum, Inc., 3738 Bayer Ave., Suite 204, Long Beach, CA 90808, for the purchase and delivery of unleaded fuel in an annual amount of $700,000, based upon pricing provided through a Cooperative Agreement with the County of Orange, Contract RCA-017-26010049, for a term of five (5) years commencing on July 1, 2026 to June 30, 2031, unless otherwise terminated by the County of Orange.

2. Authorize the City Manager and the City Clerk to execute the agreement and future authorized amendments to the agreement.

BACKGROUND:

The City’sPublic Works Department, Equipment Maintenance Section, maintains a total of twelve (12) storage tanks for fuels, lubricants, and hazardous waste. These tanks provide fuel storage and dispensing at Fire Station Nos. 1, 2, 3, 5, 6, the Police Department, Telecommunications, City Hall, and the City’sCorporation Yard. The City also has ten (10) emergency generators located at various sites and one portable emergency generator that requires fuel. The Equipment Maintenance Section maintains, monitors, and coordinates fuel deliveries and oversees fueling operations in compliance with Federal, State, and County regulations. The goal is to provide uninterrupted service to the City and to minimize delays in daily operations.

The City has purchased fuel utilizing pricing provided by a cooperative agreement with Pinnacle Petroleum, Inc., for fuel delivery services since August 1, 2021. However, this agreement is due to expire on June 30, 2026, and is non-renewable.

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File #: 26-256 Meeting Date: 5/19/2026
ANALYSIS:

The City will utilize the County of Orange’scooperative agreement with Merrimac Petroleum, Inc., RCA-017-26010049 (Attachment 1) for the procurement of unleaded fuel. The agreement meets all the City’spurchasing requirements and all requirements set forth by the County of Orange regarding regional cooperative agreements and subordinate contracts. This agreement was competitively bid on by the County of Orange through a formal bid process, assuring the lowest prices are attained.

In FY 2024-25, approximately 150,000 gallons of unleaded fuel were used by the City. The average price paid per gallon for unleaded fuel in FY 2024-25 was $3.64. Staff estimates that in FY 2026-27, the total purchase of unleaded fuel will be approximately $700,000. This projection accounts for anticipated increases in fleet size as well as current market trends in fuel pricing. Pricing assumptions are based on Oil Price Information Service (OPIS) rates, which monitor and establish daily wholesale fuel prices.

Using the County’scooperative agreement has proven to be an effective means of purchasing fuel and ensures that the City receives the best possible prices. Staff requests City Council approval of the proposed agreement with Merrimac Petroleum, Inc.

ALTERNATIVES:

The City Council may direct staff to conduct an independent formal bid to acquire fuel procurement and delivery services elsewhere. However, following this process is unlikely to obtain pricing below that of the County agreement due to the low volume of fuel purchased by the City in comparison to the County.

FISCAL REVIEW:

Funding for the proposed agreement is budgeted in the Equipment Replacement Fund (Fund 601).

Subject to City Council’sapproval, fuel purchasing and delivery services will continue to be budgeted in subsequent fiscal years.

LEGAL REVIEW:

The City Attorney’s office has reviewed this agenda report, prepared the proposed agreement (Attachment 2), and approved them both as to form.

CITY COUNCIL GOALS AND PRIORITIES:

This item works toward achieving the following City Council goals:
· Strengthen the public’s safety and improve the quality of life. · Maintain and enhance the City’s facilities, equipment, and technology.

CONCLUSION:

The use of the County of Orange’scooperative agreement is a cost-effective method for procuring fuel and delivery services from an established fuel vendor that will secure the City’s ability to purchase fuel while meeting all procurement provisions set forth by the City’s procurement policies.

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File #: 26-256 Meeting Date: 5/19/2026
Therefore, staff recommends the City Council:

1. Approve Agreement with Merrimac Petroleum, Inc.,3738 Bayer Ave., Suite 204, Long Beach, CA 90808, for the purchase and delivery of unleaded fuel in an annual amount of $700,000, based upon pricing provided through a Cooperative Agreement with the County of Orange, Contract RCA-017-26010049, for a term of five (5) years commencing on July 1, 2026 to June 30, 2031, unless otherwise terminated by the County of Orange.

2. Authorize the City Manager and the City Clerk to execute the agreement and future authorized amendments to the agreement.

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ATTACHMENT 1
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1 Me
rrimac Petroleum, Inc. dba Merrimac Energy Group
Unleaded Fuel Services

CITY OF COSTA MESA

AGREEMENT FOR UNLEADED FUEL SERVICES
WITH MERRIMAC PETROLEUM, INC. DBA MERRIMAC ENERGY GROUP TH IS AGREEMENT FOR UNLEADED FUEL SERVICES ("Agreement") is made and entered into this 1st day of July 2026 ("Effective Date"), by and between the CITY OF COSTA MESA, a municipal corporation ("City"), and MERRIMAC PETROLEUM, INC., a California corporation DBA MERRIMAC ENERGY GROUP ("Contractor").

WITNESS ET H:

A. WHEREAS, City proposes to utilize the services of Contractor as an independent c
ontractor to provide unleaded fuel services, as more fully described herein; and B. WHEREAS, Section 2-165(b)(5) of the Costa Mesa Municipal Code permits the City to purchase services through competitively awarded agreements of other local, state, or federal government agencies, a process known as "piggybacking"; and C. WHEREAS, the County of Orange competitively awarded Contractor a contract for unleaded fuel services, Regional Cooperative Agreement Contract Number RCA-017- 26010049, attached hereto as Exhibit "A" and incorporated herein by this reference ("County Contract"); and
D. WHEREAS, the City desires to "piggyback" onto the County Contract, and Contractor consents to the "piggybacking"; and
E. WHEREAS, City and Contractor desire to contract for the unleaded fuel and related supplies and services in accordance with the County Contract, subject to the modifications set forth herein; and
F. WHEREAS, Contractor represents that it has the experience and expertis e to pr
operly perform such services and holds all necessary licenses to practice and perform the services; and
G. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1. C
ontractor agrees to perform the services set forth in the County Contract for the C
ity in accordance with the terms of the County Contract, except as otherwise stated herein.

2. E
xcept as otherwise stated herein, the terms and conditions of the County Contract, and any amendments thereto, shall form the basis of this Agreement, with the City having the rights, duties, and obligations of the County of Orange set forth in the County Contract and any amendments thereto.

ATTACHMENT 2
203
2 Merrimac Petroleum, Inc. dba Merrimac Energy Group
Unleaded Fuel Services

3. If any provision of this Agreement conflicts with any provision of the County Contract, then the terms, conditions and provisions of this Agreement shall control.

4. The terms and conditions of the County Contract are modified, amended, or supplemented as follows:

a. All references in the County Contract to "County" shall be amended to read "City." All references in the County Contract to "Board of Supervisors" shall be amended to read "City Council."
b. Section 1, “Compensation,” (Attachment B – Payment and Compensation, page 1) shall be amended as follows by adding the following as paragraph 3: "The Contract price, as more fully described in Attachment B, shall include full compensation for providing all required goods and services in accordance with required specifications, or services as specified herein or when applicable, in the scope of work attached to this Contract, and no additional compensation will be allowed therefore, unless otherwise provided for in this Contract. Contractor's annual compensation shall not exceed Seven Hundred Thousand Dollars ($700, 000.00)."

c. Article 2 (Term of Contract) of the Additional Terms and Conditions, page 12 of Exhibit A, shall be amended to read as follows: "The initial term of this Contract shall become effective on July 1, 2026 and shall continue for a period of five (5) years, ending on June 30, 203 1, unless otherwise terminated as provided herein."
d. Article 43 (Notices) of the Additional Terms and Conditions shall be amended to provide the following contact information for City:

City: City of Costa Mesa
Public Services Department
77 Fair Drive
Costa Mesa, CA 92626
Attn: Ruben Salas
Phone (714) 327-7481

cc: City of Costa Mesa
77 Fair Drive
Costa Mesa, CA 92626
Attn: Purchasing

e. Section 5 (Spillage Requirements) of the Scope of Work, page 29 of Exhibit “A” shall be amended to add a fourth paragraph as follows:

In order to prevent leakage or spillage, Contractor shall only transfer fuel to underground storage tanks by the gravity drop method. Contractor shall not transfer fuel to underground storage tanks by the pressurized fill method.

5. Contractor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described in Article 2 under “ Indemnification and 204
3 Merrimac Petroleum, Inc. dba Merrimac Energy Group
Unleaded Fuel Services
Insurance Provisions) pages 9 and 10 of Exhibit “A,” “General Insurance Requirements, naming the City of Costa Mesa as an additional insured, prior to performing any services under this Agreement.

6. Contractor agrees to indemnify and hold harmless the County of Orange from all claims, demands, actions or causes of action of every kind resulting directly or indirectly, arising out of, or in any way connected with the City's use of the County Contract.

7. Contractor shall provide a drug-free workplace by complying with all provisions set forth in City's Council Policy 100-5, attached hereto as Exhibit " B" and incorporated herein by reference. Contractor's failure to conform to the requirements set forth in Council Policy 100- 5 shall constitute a material breach of this Agreement and shall be cause for immediate termination of this Agreement by City.

8. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

[Signatures appear on following page.]

205
4 Merrimac Petroleum, Inc. dba Merrimac Energy Group
Unleaded Fuel Services

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CITY OF COSTA MESA,
A municipal corporation

__________________________________ Date: __________________________ Cecilia Gallardo-Daly
City Manager

CONTRACTOR

__________________________________ Date: __________________________ Signature

__________________________________
Name and Title

__________________________________
Social Security or Taxpayer ID Number

ATTEST:

__________________________________ Date: __________________________ Brenda Green
City Clerk

APPROVED AS TO FORM:

__________________________________ Date: __________________________ Kimberly Hall Barlow
City Attorney

206
5 Merrimac Petroleum, Inc. dba Merrimac Energy Group
Unleaded Fuel Services

APPROVED AS TO INSURANCE:

__________________________________ Date: __________________________ Ruth Wang
Risk Management

DEPARTMENTAL APPROVAL:

__________________________________ Date: __________________________ Raja Sethuraman
Public Works Director

APPROVED AS TO PURCHASING:

__________________________________ Date: __________________________ Finance Director

207

EXHIBIT A

REGIONAL COOPERATIVE AGREEMENT
CONTRACT NUMBER MA-017-26010049TIVE

208

County of Orange
County Executive Office - CPO
RCA-017-26010049

UNLEADED FUEL AND RELATED SUPPLIES AND

SERVICES

2970003

REGIONAL COOPERATIVE AGREEMENT (RCA)
CONTRACT RCA-017-26010049
FOR

UNLEADED FUEL AND RELATED SUPPLIES AND SERVICES

BETWEEN

COUNTY OF ORANGE/COUNTY PROCUREMENT OFFICE
AND
MERRIMAC PETROLEUM, INC., DBA MERRIMAC ENERGY GROUP

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UNLEADED FUEL AND RELATED SUPPLIES AND

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REGIONAL COOPERATIVE AGREEMENT (RCA)
CONTRACT NUMBER RCA 017-26010049

BETWEEN

COUNTY OF ORANGE/COUNTY PROCUREMENT OFFICE
AND
MERRIMAC PETROLEUM, INC., DBA MERRIMAC ENERGY GROUP
FOR

UNLEADED FUEL AND RELATED SUPPLIES AND SERVICES

This Contract RCA-017-26010049 for Unleaded Fuel and Related Supplies and Services (Contract) is made and entered into as of the date fully executed by and between the County of Orange, a political subdivision of the State of California (“County”), and Merrimac Petroleum, Inc. , doing business as Merrimac Energy Group , a State of California Corporation (Contractor), with County and Contractor sometimes referred to as Party or collectively as Parties.

ATTACHMENTS
This Contract is comprised of this document and the following Attachments, which are attached hereto and incorporated by reference into this Contract:

Attachment A – Scope of Work
Attachment B – Payment and Compensation

RECITALS
WHEREAS, Contractor and County are entering into this Contract for Unleaded Fuel and Related Supplies and Services under a usage Contract; and,
WHEREAS, County solicited Contract for Unleaded Fuel and Related Supplies and Services as set forth herein, and Contractor represented that it is qualified to provide Unleaded Fuel and Related Supplies and Services to the County as further set forth here; and, WHEREAS, Contractor agrees to provide Unleaded Fuel and Related Supplies and Services to the County as further set forth in the Scope of Work, attached hereto as Attachment A; and, WHEREAS, County agrees to pay Contractor based on the schedule of fees set forth in Payment/Compensation, attached hereto as Attachment B; and, NOW, THEREFORE, the Parties mutually agree as follows:

ARTICLES

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UNLEADED FUEL AND RELATED SUPPLIES AND

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GENERAL TERMS AND CONDITIONS

1. Governing Law and Venue:

This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.

2. Entire Contract:

This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of s oftware, shall not be valid or binding on County unless accepted in writing by County’s Procurement Agent or designee.

3. Amendments:

No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing.

4. Taxes:

Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. Out-of-state Contractors shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to Contractor.

5. Delivery:

Time of delivery of commodities and services is of the essence in this Contract. County reserves the right to refuse any commodities and services and to cancel all or any part of the commodities not conforming to applicable specifications, drawings, sampl es or descriptions or services that do not conform to the prescribed scope of work. Acceptance of any part of the order for commodities shall not bind County to accept future shipments nor deprive it of the right to return commodities already accepted at Contractor’s expense. Over shipments and under shipments of commodities shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all commodities or services have actually been received and accepted in writing by County.

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UNLEADED FUEL AND RELATED SUPPLIES AND

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6. Acceptance Payment:

Unless otherwise agreed to in writing by County, 1) acceptance shall not be deemed complete unless in writing and until all the commodities/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after satisfactory acceptance.

7. Warranty:

Contractor expressly warrants that the commodities covered by this Contract are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Contractor’s part to indemnify, defend and hold County and its indemnities as identified in the Insurance and Indemnification section, and as more fully described in the Insurance and Indemnific ation section harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by County by reason of the failure of the goods/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non -compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.

8. Patent/Copyright Materials/Proprietary Infringement:

Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requirement contained in the Insurance and Indemnification section, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees.

9. Assignment:

The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Contractor without the express written consent of County. Any attempt by Contractor to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.

10. Non-Discrimination:

In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the r ace, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to penalties pur suant to Section 1741 of the California Labor Code.

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UNLEADED FUEL AND RELATED SUPPLIES AND

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11. Termination:

In addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Contract without penalty for cause or after 30 days’ written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of Contractor. Exercise by County of its right to terminate Contract shall relieve County of all further obligation.

12. Consent to Breach Not Waiver:

No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

13. Independent Contractor:

Contractor shall be considered an independent contractor and neither Contractor, its employees, nor anyone working under Contractor shall be considered an agent or an employee of County. Neither Contractor, its employees nor anyone working under Contracto r shall qualify for workers’ compensation or other fringe benefits of any kind through County.

14. Performance Warranty:

Contractor shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to County’s satisfaction . Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other commodities/services furnished by Contractor under this Contract. Contractor shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, i ncluding those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Contractor shall be fully responsible for all work performed by subcontractors.

15. Changes:

Contractor shall make no changes in the work or perform any additional work without County’s specific written approval.

16. Change of Ownership/Name, Litigation Status, Conflicts with County Interests:

Contractor agrees that if there is a change or transfer in ownership of Contractor’s business prior to completion of this Contract, and the County agrees to an assignment of the Contract, the new owners shall be required under the terms of sale or other in struments of transfer to assume Contractor’s duties and obligations contained in this Contract and complete them to the satisfaction of the County.

County reserves the right to immediately terminate the Contract in the event the County determines that the assignee is not qualified or is otherwise unacceptable to the County for the provision of services under the Contract.

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UNLEADED FUEL AND RELATED SUPPLIES AND

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In addition, Contractor has the duty to notify the County in writing of any change in the Contractor’s status with respect to name changes that do not require an assignment of the Contract.  The Contractor is also obligated to notify the County in writing if the Contractor becomes a party to any litigation against the County, or a party to litigation that may reasonably affect the Contractor’s performance under the Contract, as well as any potential conflicts of interest between Contractor and County that may arise prior to or during the period of Contract performance. While Contractor will be required to provide this information without prompting from the County any time there is a change in Contractor’s name, conflict of interest or litigation status, Contractor must also provide an update to the County of its status in these areas whenever requested by the County.

The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with County interests.  In addition to the Contractor, this obligation shall apply to the Contractor’s employees, agents, and s ubcontractors associated with the provision of goods and services provided under this Contract.  The Contractor’s efforts shall include, but not be limited to, establishing rules and procedures preventing its employees, agents, and subcontractors from prov iding or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers in the performance of their duties.

17. Force Majeure:

Contractor shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Contractor gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Contractor avails himself of any available remedies.

18. Confidentiality:

Contractor agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor’s staff, agents and employees.

19. Compliance with Laws:

Contractor represents and warrants that services to be provided under this Contract shall fully comply, at Contractor’s expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively “laws”), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor acknowledges that County is relying on Contractor to ensure such co mpliance, and pursuant to the requirements of the Insurance and Indemnification section, Contractor agrees that it shall defend, indemnify and hold County and County Indemnitees harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws.

Contractor shall remain in compliance and in good standing, maintaining current and active business entity and/or nonprofit registration status, with all applicable federal, state and local registration requirements at the time of execution of the contract through the duration of the term of the Contract, and shall provide annual confirmation of current and active status to County through the term of the Contract.

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RCA-017-26010049

UNLEADED FUEL AND RELATED SUPPLIES AND

SERVICES

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20. Freight:

Prior to County’s express acceptance of delivery of products. Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under Contract.

21. Severability:

If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

22. Attorney Fees:

In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney’s fees, costs and expenses.

23. Interpretation:

This Contract has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of th eir own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the party that has draf ted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the parties and this Contract.

24. Employee Eligibility Verification:

Contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. Contractor shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, b ut not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. Contractor shall retain all such documentation for all covered employees for the period prescribed by the law. Contractor shall indemnify, defend with counsel approved in writing by County, and hold harmless, County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against Contractor or County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract.

25. Audits/Inspections:

Contractor agrees to permit County’s Auditor -Controller or the Auditor -Controller’s authorized representative (including auditors from a private auditing firm hired by County) access during normal working hours to all books, accounts, records, reports, fil es, financial records, supporting documentation, Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 215

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UNLEADED FUEL AND RELATED SUPPLIES AND

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including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters co nnected with the performance of Contract including, but not limited to, the costs of administering Contract. County will provide reasonable notice of such an audit or inspection.

County reserves the right to audit and verify Contractor’s records before final payment is made.

Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to County to audit records and interview staff of any subcontractor related to performance of this Contract.

Should Contractor cease to exist as a legal entity, Contractor’s records pertaining to this Contract shall be forwarded to County’s project manager.

26. Contingency of Funds:

Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval; receipt of funds from, and/or obligation of funds by, the state of California to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County’s Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modif y this Contract without penalty.

27. Expenditure Limit:

Contractor shall notify County of Orange assigned Deputy Procurement Agent in writing when the expenditures against Contract reach 75 percent of the dollar limit on Contract. County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on Contract unless a change order to cover those costs has been issued.

28. California Public Records Act:

Contractor and County agree and acknowledge that all information and documents related to the award and performance of this Contract may be subject to disclosure pursuant to the California Public Records Act, California Government Code Section 7920.000 et seq. Contractor shall not respond to any California Public Records Act request directed at County; all responses shall be handled by County.

INDEMNIFICATION AND INSURANCE PROVISIONS

1. Indemnification
Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the go verning Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 216

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competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment. Notwithstanding anything stated above, nothing contained herein shall relieve Contractor of any insurance requirements of obligations created elsewhere in this Contract.

2. General Insurance Requirements
Prior to the provision of services under this Contract, the Contractor agrees to carry all required insurance at Contractor’s expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with. Contractoragrees to keep such insurance coverage current, provide Certificates of Insurance, and endorsements to the County during the entire term of this Contract.

Contractor shall ensure that all subcontractors performing work on behalf of Contractor pursuant to this Contract shall be covered under Contractor’s insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set f orth herein for Contractor. Contractor shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Contractor under this Contract. It is the obligation of Contractor to provide notice of the insur ance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Contractor through the entirety of this Contract for inspection by County representative(s) at any reasonable time.

All self-insured retentions (SIR)’s shall be clearly stated on the Certificate of Insurance. Any SIR in excess of Fifty Thousand Dollars $50,000 shall specifically be approved by the County’s Risk Manager, or designee. The County reserves the right to req uire current audited financial reports from Contractor. If Contractor is self-insured, Contractor will indemnify the County for any and all claims resulting or arising from Contractor’s services in accordance with the indemnity provision stated in this contract.

If the Contractor fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract.

Qualified Insurer
The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M.

Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com).

If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings.

The policy or policies of insurance maintained by the Contractor shall provide the minimum limits and coverage as set forth below.

Increased insurance limits may be satisfied with Excess/Umbrella policies. Excess/Umbrella policies when required must provide Follow Form coverage.

All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, employees, and agents when acting within the scope of their appointment or employment.

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Contractor shall provide thirty (30) days prior written notice to the County of any policy cancellation or non-renewal and ten (10) days prior written notice where cancellation is due to non -payment of premium and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation may constitute a material breach of the Contract, upon which the County may suspend or terminate this Contract.

Insurance certificates should be forwarded to the agency/department address listed on the solicitation.

If the Contractor fails to provide the insurance certificates and endorsements within ten (10) days of notification by CEO/Procurement or the agency/department procurement division, award may be made to the next qualified vendor.

County expressly retains the right to require Contractor to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County.

County shall notify Contractor in writing of changes in the insurance requirements. If Contractor does not provide acceptable Certificates of Insurance and endorsements to County incorporating such changes within thirty (30) days of receipt of such notice, this Contract may be in breach without further notice to Contractor, and County shall be entitled to all legal remedies.

The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer.

3. Commercial General Liability
Minimum limits and coverage
$1,000,000 per occurrence; $2,000,000 aggregate
Required Coverage Forms
The Commercial General Liability coverage shall be written on occurrence basis utilizing Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad.

Required Endorsements
The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:

A. An Additional Insured endorsement using ISO form CG 20 26 04 13, or a form at least as broad naming the County of Orange its elected and appointed officials, officers, employees, and agents as Additional Insureds, or provide blanket coverage, which will state As Required by Written Contract.

B. A primary non-contributory endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Contractor's insurance is primary, and any insurance or self-insurance maintained by the County shall be excess and non-contributing.

The Commercial General Liability policy shall contain a severability of interests clause also known as a “separation of insureds” clause (standard in the ISO CG 0001 policy).

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4. Automobile Liability including coverage for owned, non-owned and hired vehicles Minimum limits and coverage
$1,000,000 combined Single Limit
Required Coverage Forms
The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad.

5. Workers' Compensation
Minimum limits and coverage
Statutory
Required Endorsements
The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents, and employees or provide blanket coverage, which will state As Required by Written Contract.

6. Employers Liability Insurance
Minimum limits and coverage
$1,000,000 per accident or disease

7. Pollution Liability
Minimum limits and coverage

NO VALUE
Required Endorsements
The Pollution Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:

A. An Additional Insured endorsement naming the County of Orange, its elected and appointed officials, officers, employees, and agents as Additional Insureds or provide blanket coverage which shall state As Required by Written Contract.

B. A primary non-contributory endorsement evidencing that the Contractor’s insurance is primary, and any insurance or self-insurance maintained by the County shall be excess and non- contributing.

The Pollution Liability insurance must include coverage for bodily injury and property damage, including coverage for loss of use and/or diminution in property value, and for clean-up costs arising out of, pertaining to, or in any way related to the actual or alleged discharge, dispersal, seepage, migration, release or escape of contaminants or pollutants resulting from any services or work performed by, or behalf of, Contractor, including the transportation of hazardous waste, hazardous materials, or contaminants.

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If the Pollution Liability is a claims-made policy, Contractor shall agree to the following:

A. The retroactive date must be shown and must be before the date of the Contract or the beginning of the Contract services.

B. Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after expiration or earlier termination of Contract services.

C. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of the Contract services, Contractor must purchase an extended reporting period for a minimum of three (3) years after expiration of earlier termination of the Contract.

ADDITIONAL TERMS AND CONDITIONS

1. Scope of Contract:

This Contract specifies contractual terms and conditions by which County will procure Unleaded Fuel and Related Supplies and Services from Contractor as further detailed in the Scope of Work, identified and incorporated herein by this reference as “Attachment A”.

2. Term of Contract:

The initial term of this Contract shall become effective Wednesday, July 1, 2026 and shall continue for five (5) calendar years, unless otherwise terminated as provided herein.

3. Adjustments – Scope of Work:

No adjustments made to the Scope of Work will be authorized without prior written approval of County assigned Deputy Purchasing Agent.

4. Bills and Liens:

Contractor shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Contractor shall not permit any lien or charge to attach to the work or the premises, but if any does so attach, Contractor shall promptly pr ocure its release and, in accordance with the requirements of the Indemnification and Insurance section, indemnify, defend, and hold County harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto.

5. Breach of Contract:

The failure of Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:

A. Terminate Contract immediately, pursuant to the General Terms and Conditions section, Termination paragraph herein;
B. Afford Contractor written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach; Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 220

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C. Discontinue payment to the Contactor for and during the period in which Contractor is in breach; and
D. Offset against any monies billed by Contractor but yet unpaid by County those monies disallowed pursuant to the above.

6. Civil Rights:

Contractor attests that services provided shall be in accordance with the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended, Section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975 as ame nded; Title II of the Americans with Disabilities Act of 1990, and other applicable State and federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification, age, religion, marital status, sex or disability.

7. Conflict of Interest – Contractor’s Personnel:

Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of County. This obligation shall apply to Contractor, Contractor’s officers, directors, employees, agents, and subcontractors associated with accomplishing work and services hereunder. Contractor’s efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers from acting in the best interests of County.

Contractor shall notify County, in writing, of any potential or actual conflicts of interest between Contractor and County that may arise prior to, or during the period of, Contract performance, including, but not limited to, whether any known County public officer’s child is an officer or director of, or has an ownership interest of ten (10) percent or more in, Contractor. While Contractor will be required to provide this information without prompting from County any time there is a change regarding confl ict of interest, Contractor must also provide an update to County upon request by County.

8. Conflict of Interest – County Personnel:

County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. Contractor shall not, during the period of this Contract, employ any County employee for any purpose.

9. Contractor’s Project Manager and Key Personnel:

Contractor shall appoint a Project Manager to direct Contractor’s efforts in fulfilling Contractor’s obligations under this Contract. This Project Manager shall be subject to approval by County and shall not be changed without the written consent of County ’s Project Manager, which consent shall not be unreasonably withheld.

Contractor’s Project Manager shall be assigned to this project for the duration of Contract and shall diligently pursue all work and services to meet the project time lines. County’s Project Manager shall have the right to require the removal and replacement of Contractor’s Project Manager from providing services to County under this Contract. County’s Project manager shall notify Contractor in writing of such action.

Contractor shall accomplish the removal within five (5) business days after written notice by County’s Project Manager. County’s Project Manager shall review and approve the appointment of the replacement Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 221

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for Contractor’s Project Manager. County is not required to provide any additional information, reason or rationale in the event it requires the removal of Contractor’s Project Manager from providing further services under Contract.

10. Contractor’s Expense:

The Contractor will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on County sites during the performance of work and services under this Contract. The County will not provide free parking for any service in the County Civic Center.

11. Conditions Affecting Work:

Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions which can affect the work or the cost thereof. Any failure by Contractor to do so will not relieve Contractor from responsibility for successfully performing the work without additional cost to County. County assumes no responsibility for any understanding or representations concerning the nature, location(s) or gene ral conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by County are expressly stated in Contract.

12. Cooperative Contract:

This Contract is a cooperative contract and may be utilized by all County of Orange departments.

The provisions and pricing of this Contract may be extended, at the option of Contractor, to any Municipal, County, Public Utility, Hospital, Educational Institution, or any other non -profit or governmental organization (the “Cooperative Program”). Parties in a Cooperative Program wishing to use this Contract will be responsible for issuing their own purchase documents / price agreements, providing for their own acceptance, and making any subsequent payments. Contractor shall be required to include in any agreement entered into with another agency or entity that is entered into pursuant to the provisions and pricing of this Contract a clause that binds the parties to the agreement to “indemnify, defend with counsel approved in writing by the County of Orange , California (“County”), and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnitees”) harmless from any cla ims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided” under the agreement.. Failure to so include this clause voids the Contract’s extension to a Cooperative Program and will be considered a material breach of this Contract and grounds for immediate Contract termination. The cooperative entities are responsible for obtaining all certificates of insurance and bonds required. The County of Orange makes no guarantee of usage by other users of this Contract.

As a cost -recovery mechanism for County, a 2 percent administrative rebate on total sales from all subordinate contracts will be paid to the County for any contracts the Contractor agrees to enter into with another agency or entity, other than the County of Orange or a department thereof, under the provisions and pricing of this Contract. The County has partnered with Pavilion, a third -party administrator, responsible for managing all reporting and payments under this Cooperative Program. The Contractor sha ll provide quarterly Volume Sales Reports about additional sales to other entities under the provisions and pricing of this Contract. The Reports shall include the ordering agency, detail of items sold including description, quantity, and price, and shall include all transactions pertaining to sales under the Contract provisions and Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 222

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pricing for that Reporting Period. Contractor shall provide the Volume Sales Reports regardless of whether or not any sales have been conducted. Failure of the Contractor to provide quarterly reports as required may be deemed by the County as a material breach of the Contract. A late penalty of 15 percent on the value of the rebate may be assessed to the Contractor for each month the payments are not received.

Subordinate contracts must be executed prior to the expiration or earlier termination of this Contract and may survive the expiration of this Contract. This Cooperative Contract provision shall survive expiration or termination of this Contract.

13. Debarment:

Contractor shall certify that neither Contractor nor its principles are presently debarred, proposed for debarment, declared ineligible or voluntarily excluded from participation in the transaction by any Federal department or agency. Where Contractor as the recipient of federal funds, in unable to certify to any of the statements in the certification, Contractor must include an explanation with the bid/proposal. Debarment pending debarment, declared ineligibility or voluntary exclusion from participation by any Federal department of agency may result in the bid/proposal being deemed non-responsible.

14. Data – Title To:

All materials, documents, data or information obtained from County data files or any County medium furnished to Contractor in the performance of this Contract will at all times remain the property of County.

Such data or information may not be used or copied for direct or indirect use by Contractor after completion or termination of this Contract without the express written consent of County. All materials, documents, data or information, including copies, must be returned to County at the end of this Contract.

15. Default – Re-Procurement Costs:

In case of Contract breach by Contractor, resulting in termination by County, County may procure the commodities and services from other sources. If the cost for those commodities and services is higher than under the terms of the existing Contract, Contra ctor will be responsible for paying County the difference between Contract cost and the price paid, and County may deduct this cost from any unpaid balance due Contractor. The price paid by County shall be the prevailing market price at the time such purchase is made.

This is in addition to any other remedies available under this Contract and under law.

16. Disputes – Contract:

The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor’s Project M anager and the County‘s Project Manager, as specified in Article titled “Notices" below, such matter shall be brought to the attention of the County DPA by way of the following process:

A. The Contractor shall submit to the agency/department assigned Deputy Purchasing Agent a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to, or involving this Contract, unless County, on its own initiative, has already rendered such a final decision.

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B. The Contractor’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to Contract, Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects Contract adjustment for which Contractor believes County is liable.

Pending the final resolution of any dispute arising under, related to, or involving this Contract, Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of commodities and/or provision of services. Contractor’s failure to diligently proceed shall be considered a material breach of this Contract.

Any final decision of County shall be expressly identified as such, shall be in writing, and shall be signed by County Deputy Purchasing Agent or his designee. If County fails to render a decision within 90 days after receipt of Contractor’s demand, it shall be deemed a final decision adverse to Contractor’s contentions.

Nothing in this section shall be construed as affecting County’s right to terminate Contract for cause or termination for convenience as stated in Article K herein.

17. Drug-Free Workplace:

Contractor hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. Contractor will:

A. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a)(1).

B. Establish a drug-free awareness program as required by Government Code Section 8355(a)(2) to inform employees about all of the following:

1. The dangers of drug abuse in the workplace;

2. The organization's policy of maintaining a drug-free workplace

3. Any available counseling, rehabilitation and employee assistance programs; and

4. Penalties that may be imposed upon employees for drug abuse violations.

C. Provide as required by Government Code Section 8355(a)(3) that every employee who works under this Contract:

1. Will receive a copy of the company's drug-free policy statement; and

2. Will agree to abide by the terms of the company's statement as a condition of employment under this Contract.

D. Failure to comply with these requirements may result in suspension of payments under Contract or termination of Contract or both, and Contractor may be ineligible for award of any future County contracts if County determines that any of the following has occurred:

1. Contractor has made false certification, or

2. Contractor violates the certification by failing to carry out the requirements as noted above.

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18. EDD Independent Contractor Reporting Requirements:

Effective January 1, 2001, County of Orange is required to file in accordance with subdivision (a) of Section 6041A of the Internal Revenue Code for services received from a “service provider” to whom County pays $600 or more or with whom County enters int o a contract for $600 or more within a single calendar year.

The purpose of this reporting requirement is to increase child support collection by helping to locate parents who are delinquent in their child support obligations.

The term “service provider” is defined in California Unemployment Insurance Code Section 1088.8, subparagraph B.2 as “an individual who is not an employee of the service recipient for California purposes and who received compensation or executes a contract for services performed for that service recipient within or without the state.” The term is further defined by the California Employment Development Department to refer specifically to independent Contractors. An independent Contractor is defined as “an individual who is not an employee of the ... government entity for California purposes and who receives compensation or executes a contract for services performed for that ... government entity either in or outside of California.”
The reporting requirement does not apply to corporations, general partnerships, limited liability partnerships, and limited liability companies.

Additional information on this reporting requirement can be found at the California Employment Development Department website located at http://www.edd.ca.gov/Employer_Services.htm The failure of Contractor to timely submit the requested data shall constitute a material breach and grounds for termination of this Contract.

19. Emergency/Declared Disaster Requirements:

In the event of an emergency or if Orange County is declared a disaster area by County, state or federal government, Contract may be subjected to unusual usage. Contractor shall service County during such an emergency or declared disaster under the same te rms and conditions that apply during non - emergency/disaster conditions. The pricing quoted by Contractor shall apply to serving County’s needs regardless of the circumstances. If Contractor is unable to supply the goods/services under the terms of Contract, then Contractor shall provide proof of such disruption and a copy of the invoice for the goods/services from Contractor’s supplier(s). Additional profit margin as a result of supplying goods/services during an emergency or a declared disaster shall not b e permitted. In the event of an emergency or declared disaster, emergency purchase order numbers will be assigned. All applicable invoices from Contractor shall show both the emergency purchase order number and Contract number.

20. Error and Omissions:

All reports, files and other documents prepared and submitted by Contractor shall be complete and shall be carefully checked by the professional(s) identified by Contractor as Project Manager and key personnel attached hereto, prior to submission to the Co unty. Contractor agrees that County review is discretionary, and Contractor shall not assume that the County will discover errors and/or omissions. If the County discovers any errors or omissions prior to approving Contractor’s reports, files and other written documents, the reports, files or documents will be returned to Contractor for correction. Should the County or others discover errors or omissions in the reports, files or other written documents submitted by the Contractor after County approval thereof, County approval of Contractor’s reports, files or documents shall not be used Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 225

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as a defense by Contractor in any action between the County and Contractor, and the reports, files or documents will be returned to Contractor for correction.

21. Equal Employment Opportunity:

Contractor shall comply with U.S. Executive Order 11246 entitled, “Equal Employment Opportunity” as amended by Executive Order 11375 and as supplemented in Department of Labor regulations (41 CFR, Part 60) and applicable state of California regulations as may now exist or be amended in the future.

Contractor shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, ancestry, religion, sex, marital status, political affiliation or physical or mental condition.

Regarding handicapped persons, Contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. Contractor ag rees to provide equal opportunity to handicapped persons in employment or in advancement in employment or otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicaps in all employment practices such as the following: employment, upgrading, promotions, transfers, recruitments, advertising, layoffs, terminations, rate of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor agrees to comply with the provi sions of Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, pertaining to prohibition of discrimination against qualified handicapped persons in all programs and/or activities as detailed in regulations signed by the Secretary of the Department of Health and Human Services effective June 3, 1977, and found in the Federal Register, Volume 42, No. 68 dated May 4, 1977, as may now exist or be amended in the future.

Regarding Americans with disabilities, Contractor agrees to comply with applicable provisions of Title 1 of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future.

22. Headings:

The various headings and numbers herein, the grouping of provisions of this Contract into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof.

23. Lobbying:

On the best information and belief, Contractor certifies no federal appropriated funds have been paid or will be paid by, or on behalf of, the Contractor to any person influencing or attempting to influence an officer or employee of Congress; or an employee of a member of Congress in connection with the awarding of any federal contract, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative contract.

24. News/Information Release:

Contractor agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from County through County’s Project Manager.

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25. Notices:

Any and all notices, requests demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing with a copy provided to the assigned DPA, except through the course of the Parties’ Project Managers’ routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in-person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four (4) calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate party at the address stated herein or such other address as the Parties hereto may designate by written notice from time to time in the manner aforesaid.

Contractor: Merrimac Petroleum, Inc. DBA Merrimac Energy Group Attn: Mary Hazelrigg
Address: 3738 Bayer Ave., Suite 204
Long Beach, CA 90808
Phone: 562-420-6000 Ext: 15
Email: [email protected]

cc: County Executive Office - CPO/Procurement Services
Attn: Robert Esparza, County DPA
Address: 601 N Ross Street
Santa Ana, CA 92701
Phone: (714) 667-9747
Email: [email protected]

26. Precedence:

Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict between or among Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set fort h in the recitals and articles of this Contract, and then the exhibits and attachments.

27. Substitutions:

The Contractor is required to meet all specifications and requirements contained herein. No substitutions will be accepted without prior County written approval.

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28. Subcontracting:

No performance of this Contract or any portion thereof may be subcontracted or otherwise delegated by Contractor, in whole or in part, without first obtaining the prior express written consent of County. Any attempt by Contractor to subcontract or delegate any performance of this Contract without the prior express written consent of County shall be invalid and shall constitute a material breach of this Contract, and any attempted assignment or delegation in derogation of this paragraph shall be void.

In the event that Contractor is authorized by County to subcontract, this Contract shall take precedence over the terms of the agreement between Contractor and subcontractor, and any agreement between Contractor and a subcontractor shall incorporate by ref erence the terms of this Contract. Contractor shall remain responsible for the performance of this Contract and indemnification of County notwithstanding the County’s consent to Contractor’s request for approval of a subcontractor. Under no circumstances s hall County be required to directly monitor the performance of any subcontractor. All work performed by a subcontractor must be monitored by Contractor and must meet the approval of the County of Orange pursuant to the terms of this Contract .

29. Termination – Orderly:

After receipt of a termination notice from County of Orange, Contractor may submit to County a termination claim, if applicable. Such claim shall be submitted promptly, but in no event later than 60 days from the effective date of the termination, unless one or more extensions in writing are granted by County upon written request of Contractor. Upon termination County agrees to pay Contractor for all services performed prior to termination which meet the requirements of Contract, provided, however, that suc h compensation combined with previously paid compensation shall not exceed the total compensation set forth in Contract. Upon termination or other expiration of this Contract, each party shall promptly return to the other party all papers, materials, and o ther properties of the other held by each for purposes of performance of Contract.

30. Usage:

No guarantee is given by County to Contractor regarding usage of this Contract. Usage figures, if provided, are approximations. Contractor agrees to supply services and/or commodities requested, as needed by County of Orange, at rates/prices listed in Contract, regardless of quantity requested.

31. Usage Reports:

Contractor shall submit usage reports on an annual basis to the assigned Deputy Purchasing Agent of County of Orange user agency/department. The usage report shall be in a format specified by the user agency/department and shall be submitted 90 days prior to the expiration date of Contract term, or any subsequent renewal term, if applicable.

32. Reports/Meetings:

The Contractor shall develop reports and any other relevant documents necessary to complete the services and requirements as set forth in this contract. The County’s project manager and the Contractor’s project manager will meet on reasonable notice to di scuss the Contractor’s performance and progress under this contract. If requested, the Contractor’s project manager and other project personnel shall attend all Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 228

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meetings. The Contractor shall provide such information that is requested by the County for the purpose of monitoring progress under this contract.

33. Project Manager, County:

The County shall appoint a Project Manager to act as liaison between the County and the Contractor during the term of this Contract. The County’s Project Manager shall coordinate the activities of the County staff assigned to work with the Contractor.

The County’s Project Manager shall have the right to require the removal and replacement of the Contractor’s Project Manager and key personnel. The County’s Project Manager shall notify the Contractor in writing of such action. The Contractor shall accomplish the removal within three (3) business days after written notice from the County’s Project Manager. The County’s Project Manager shall review and approve the appointment of the replacement for the Contractor’s Project Manager and key personnel. Said approval shall not be unreasonably withheld. The County is not required to provide any additional information, reason or rationale in the event it requires the removal of Contractor’s Project Manager from providing further services under the Contract.

34. Mandatory Kick-Off Meeting:

Upon award of the contract, the awarded vendor(s) may be required to attend a mandatory kick-off meeting with County representatives to discuss important information related to the scope of work, the contract, and the invoice payment process. A quarterly check-in meeting may be required to review any issues with the contract.

35. Permits and Licenses
Contractor shall be required to obtain any and all approvals, permits and/or licenses which may be required in connection with the permitted operation as set out herein. No permit approval or consent given hereunder by County in its governmental capacity shall affect or limit Contractor’s obligations hereunder, nor shall any approvals or consents given by County as a party to this Contract, be deemed approval as to compliance or conformance with applicable governmental codes, laws, ordinances, rules, or regulations.

36. Delivery Location - No Loading Dock
Delivery locations may not have loading docks. Contractor is required to make all necessary arrangement for lift trucks or other means necessary to complete delivery. Inside Delivery to secured facilities may be required.

37. Inventory
County has an ongoing requirement for the commodities indicated in this Contract. Contractor shall maintain a reasonable stock on hand of all commodities for delivery upon request.

38. Order Dates
Orders may be placed during the term of Contract even if delivery may not be made until after the term of Contract. Order dates take precedence over delivery dates. Contract must clearly identify the order date on all invoices to County.

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ADDITIONAL TERMS AND CONDITIONS - Law Enforcement
I. Security Requirements:

A. The County operates several secured facilities: most notable are several Probation, Sheriff and Airport operated sites. Contractors and their employees who perform services in these facilities will be required to strict operation policies and may be requir ed to pass a background check prior to their employment due to security requirements for certain facilities covered under this Contract. During performance of the work, especially at detention facilities, workers shall closely monitor all tools, equipment and other materials at all times. Workers shall have no contact verbal or physical, with any inmate of these facilities. These policies have been designed with the primary purpose of ensuring a safe and secure environment for all involved.

1. The Contractor will provide a list of all personnel/employees who will be directly performing tasks associated with the Contract. Contractor’s personnel/employees providing service in a secured detention facility, a Probation facility or a Sheriff’s facili ty, will be expected to pass two (2) separate background checks performed by the Orange County Sheriff’s Department and the Orange County Probation Department. No changes shall be authorized to the approved list without a request in writing submitted by the Contractor and approved by the County Site Coordinator. At no time will unauthorized Contractor employees perform any task associated with this Contract. If this occurs, the Contractor will be notified that they have not complied with the terms of thi s Contract and are subject to Contract termination. The list of all Personnel/Employees working on County projects shall be submitted prior to award of this Contract.

2. Contractor shall prepare and submit a Security Clearance form to the County Site Coordinator for all persons who will be working on or who will need access to secured facilities.

3. Security Clearance forms shall be submitted at least five (5) working days prior to the start of work or prior to the use of any person subsequent to the start of work.

4. Said Security Clearance forms shall be thoroughly and accurately complete. Omissions or false statements, regardless of the nature or magnitude, may be grounds for denying clearance.

5. No person shall be employed on this work who has not received prior clearance from the Probation Department, Sheriff’s Department or John Wayne Airport.

6. The County, John Wayne Airport, the Probation Department and the Sheriff’s Department are not under any obligation to give a reason clearance is denied.

7. The Contractor shall be responsible to sign in with the County Site Coordinator or designee, as required. Upon arrival at any secure facility (e.g., JWA, Probation) the Contractor shall report to the Central Control Center (Control). Contractor personnel shall have no contact, either verbal or physical, with internees in secured detention facilities.

8. Specifically:

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a. Do not give names or addresses to internees.
b. Do not receive any names or addresses from internees. c. Do not disclose the identity of any internee to anyone outside the facility. d. Do not give any materials to internees.
e. Do not receive any materials from internees (including materials to be passed to another individual or internee).
f. *Failure to comply with these requirements is a criminal act and can result in prosecution.

9. Any Contractor personnel/employee(s) engaged in the performance of work under this Contract shall be expected to pass the screening requirements and abide by all of the security requirements set forth by the Federal Aviation Administration (FAA) and the Co unty of Orange.
“The Federal Aviation Administration (FAA) approved security program for John Wayne Airport requires that each person issued a John Wayne Airport security badge is made aware of his/her responsibilities regarding the privilege of access to restricted areas of the airport”.

All persons within the restricted air operation areas of the airport are required to display, on their person, a John Wayne Airport security badge, unless they are specifically exempted for reasons or they are under escort by a properly badge individual. Each airport employee or airport tenant employee who has been issued a John Wayne Airport security badge is responsible for challenging any individual who is not properly displaying an airport issued or approved and valid identification badge. Any person who is not properly displaying or who cannot produce a valid John Wayne Airport security badge must immediately be referred to the Sheriff’s Department Airport Detail Office for proper handling.

The John Wayne Airport security badge is the property of the County of Orange and must be returned upon termination of employment at John Wayne Airport. The loss of a badge shall be reported within twenty -four (24) hours to the Sheriff’s Department Airpor t Dispatch Center (949) 252-5000. A report shall be made before a replacement badge will be issued. a. All vehicles parked on-site shall be locked and thoroughly secured at all times. b. All equipment and materials shall remain in the Contractor possession at all times and shall never be left unattended. All lost or misplaced equipment or materials shall be reported immediately to the (a) security staff or Control in secured detention fac ilities or (b) the escort or Control in Sheriff’s facilities.
c. Personnel shall not smoke or use profanity or other inappropriate language while on-site. d. Personnel shall not enter the facility while under the influence of alcohol, drugs or other intoxicants and shall not have such materials in their possession. e. Personnel shall plan their activities to minimize the number of times they must enter and exit a facility, i.e., transport all equipment and materials needed for the day at the start of work and restrict all breaks to the absolute minimum.

Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 231

County of Orange
County Executive Office - CPO
RCA-017-26010049

UNLEADED FUEL AND RELATED SUPPLIES AND

SERVICES

2970003

f. Contractor employee(s) shall be well-disposed to the public and County staff utilizing the facilities but shall be responsive only to the requests of the County Site Coordinator unless otherwise directed and shall direct all inquiries or requests to the County Site Coordinator.

Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 232

County of Orange
County Executive Office - CPO
RCA-017-26010049

UNLEADED FUEL AND RELATED SUPPLIES AND

SERVICES

2970003

SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the date first above written.

MERRIMAC PETROLEUM, INC., doing business as MERRIMAC ENERGY GROUP* a State of California Corporation
If the Contractor is a corporation, signatures of two specific corporate officers are required as further set forth.
• The first corporate officer signature must be one of the following: 1) Chairman of the Board, 2) President, 3) Vice President; and
• The second corporate officer signature must be one of the following: 1) Secretary, 2) Assistant Secretary, 3) Chief Financial Officer, 4) Assistant Treasurer.

In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signature to bind the company.

Signature Name Title Date

Signature Name Title Date

COUNTY OF ORANGE, a political subdivision of the State of California

COUNTY AUTHORIZED SIGNATURE:

Deputy Procurement Agent
Signature Name Title Date

Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 Mary Hazelrigg 2/23/2026 | 1:41 PM MST
2/23/2026 | 1:41 PM MSTMary Hazelrigg
Secretary and Treasurer
President
Robert Esparza 2/23/2026 | 12:56 PM PST
233

County of Orange
County Executive Office - CPO
RCA-017-26010049

UNLEADED FUEL AND RELATED SUPPLIES AND

SERVICES

2970003

ATTACHMENT A - SCOPE OF WORK

1. GENERAL INFORMATION
The County of Orange is comprised of 24 Agencies and over 17,500 employees located throughout the County. The County’s core businesses are public safety, public works, construction management, public health, environmental protection, regional planning, public assistance, social services and aviation.

Contractor is to provide Unleaded Fuel to County owned tanks located throughout the County of Orange various facilities on an as needed basis and usage is not guaranteed. Service locations may be added or deleted, and service hours modified at any given time. Contractor is required to provide this service upon request by any County agency/department and participating government entity.

2. FUEL SPECIFICATIONS:

A. Fuel provided must meet Air Resources Board (ARB), “The California Reformulated Gasoline Regulations” Title 13, California Code of Regulations Sections 2250-2273.5 latest version / sub articles, and all-inclusive amendments.

B. Fuel provided must meet Reid Vapor Pressure (RVP) Requirements as required under California’s Phase 2 Reformulated Gasoline (CaRFG2) & Phase 3 Reformulated Gasoline (CaRFG2).

C. Fuel provided must comply with the requirements of American Society of Testing and Materials (ASTM) D4815 standard or latest version as verified by an independent lab of the County’s choosing.

D. Regular Unleaded Gasoline shall have Minimum Octane Rating of 87 which shall be determined by using the R+M/2 method.

E. Unleaded-Plus Gasoline shall have Minimum Octane Rating of 89 which shall be determined by using the R+M/2 method.

F. Unleaded Premium Gasoline shall have Minimum Octane Rating of 91 which shall be determined by using the R+M/2 method.

G. Only products of new manufacture or distillation will be accepted. No refined or reclaimed products will be accepted. All fuel/gasoline shall have a minimum shelf life of one (1) year.

H. All products furnished shall conform to all Federal, State, Local, American Society of Testing & Materials (ASTM), Department of Transportation (DOT) and Air Resources Board (ARB) regulations for the handling and supply of unleaded fuel/gasoline.

3. CONTRACTOR RESPONSIBILITIES
A. Contractor shall possess all Federal, State and Local permits, licenses and approvals necessary to provide goods/services required in the Scope of Work. Any associated fees shall be the responsibility of the Contractor.

Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 234

County of Orange
County Executive Office - CPO
RCA-017-26010049

UNLEADED FUEL AND RELATED SUPPLIES AND

SERVICES

2970003

B. Contractor shall use a fuel stick to measure the fuel level in the tank before and after filling, recording the levels in inches on the fuel receipt.

C. Contractor shall provide all transitional interfacing and continual uninterrupted services at Contract date.

D. Contractor shall provide Safety Data Sheet (SDS) at time of fuel delivery as required by law.

E. Contractor shall be held liable for any damage or criminal/civil citations which may occur as a result of any spills and/or accidents.

F. Contractor’s delivered product pricing shall be inclusive of all freight/unloading/handling and delivery charges.

G. Contractor shall perform all deliveries and to act in a safe and professional manner, adhering to all applicable Federal, State, Local, American Society of Testing & Materials (ASTM), Department of Transportation (DOT), Air Resource Board (ARB) and any oth er new law, regulations for the handling and supply of unleaded fuel/gasoline.

H. Contractor must commit to delivery as requested, at time stated on accepted and confirmed orders.

I. Contractor shall own or have available a fleet of trucks adequate to handle County delivery needs that shall meet or exceed all industry standards. All vehicles utilized to service County needs must be minimally equipped with a radio dispatch system or mo bile telephone access and have the capability to provide a printed metered ticket at time of delivery. Awarded vendor shall be fully responsible to meet all County needs/requirements, including insurance requirements.

J. Contractor’s delivery vehicles/trucks must comply with the California Air Resources Board approved/certified Phase II Vapor Recovery Equipment Requirements and any other applicable regulations. Proof of compliance shall be provided to the County upon request.

K. Contractor’s drivers/delivery crew shall be HAZMAT trained and certified in safety measures to prevent accidents endangering County personnel and property.

L. Contractor shall be responsible for obtaining fuel readings and managing load inventory as requested by County to meet or exceed all State and local applicable laws and regulations.

M. All fuel delivered to the County shall be temperature corrected to 60 degrees Fahrenheit and or as at the adequate and required temperature set by Federal, State, Local, American Society of Testing & Materials (ASTM), Department of Transportation (DOT), Ai r Resources Board (ARB) and/or any other mandated laws, regulations and ordinances.

N. Contractor shall perform full delivery of fuel within two (2) business days after receipt of agency/department’s order. Contractor shall provide a delivery metered ticket for each delivery of fuel; and the metered ticket must be signed and dated and provi ded to the ordering agency at delivery.

O. Contractor shall itemize all applicable Federal and California fuel surcharges, Federal and State Excise Tax, California State Sales Tax and/or any other applicable tax and fees as separate line items when invoicing.

Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 235

County of Orange
County Executive Office - CPO
RCA-017-26010049

UNLEADED FUEL AND RELATED SUPPLIES AND

SERVICES

2970003

4. ORDERING PROCESS AND EMERGENCY DELIVERY
Ordering Process
Contractor shall not request minimum orders or pattern of use; orders shall be placed as needed and at the convenience of the using Agency/Department. Usage quantities are approximate and shall not be interpreted as quantities ordered.

Contractor shall maintain, at Contractor’s expense, a telephone answering system, which, at a minimum, provides eight (8) hours per day, five (5) days per week live coverage from the hours of 8:00 a.m. to 5:00 p.m. and an e-mail address to place all requests/orders, as well as a contact name and number for 24 -hour access phone number for emergency situations.

Contractor must confirm receipt of the agency's request within 4 hours.

Contractor shall deliver all fuel orders in full and within two (2) calendar days after confirmation of receipt of agency/department’s order (e.g. Any orders submitted on Fridays shall be scheduled for Tuesday delivery, unless other arrangements are made b y each Agency and Contractor’s acceptance). Each Agency/Department may have different delivery schedules due to facility hours of operation, but all non - emergency deliveries shall be done within regular business hours. Partial order deliveries may be accepted at the discretion and approval of each Agency/Department and shall be billed accordingly.

If a partial order is delivered and accepted, Contractor shall bill only for the fuel delivered and Contractor shall be responsible to schedule the order balance within 24 hours or next business day. If next business day falls on a weekend or Holiday, Con tractor shall be responsible to make a delivery, if required by County, over the weekend or holiday at no extra cost to County.

County may place an order for more than 8,500 gallons to accommodate 10,000 Gallon tanks or larger. This order may require more than one (1) truck load and shall be coordinated with the ordering Agency/Department and billed accordingly.

Contractor shall provide a delivery metered ticket for each fuel delivery, listing fuel order amount in gallons, location of facility and a brief description of product delivered. A delivery manual ticket will be accepted only when metered ticket is not available.

Contractor shall perform all work in accordance with accepted industry practice.

Standing Time: Contractor shall be responsible for all the time it takes Contractor to offload/transfer fuel from Contractor’s fuel trucks to County tanks at the various locations. The County will not be charged any additional fees for standing time.

Emergency Deliveries:

County may place emergency orders, which is defined as outside of the regular delivery hours of 8:00 a.m. and 5:00 p.m. (PST), weekends and County observed holidays.

Emergency Service requests must be requested/classified as an “Emergency” by County Site Coordinator and must be approved in writing prior to providing the service. This rate will be in addition to hourly rate as set forth in Attachment C-Fees and Compensation. A copy of the written authorization may be required for payment of invoice.

Emergency deliveries shall be orders that required delivery within one (1) business day from order confirmation.

Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 236

County of Orange
County Executive Office - CPO
RCA-017-26010049

UNLEADED FUEL AND RELATED SUPPLIES AND

SERVICES

2970003

Contractor shall be entitled to an emergency delivery flat fee and a separate “Emergency Delivery” invoice must accompany the regular fuel invoice for payment of the fee. Emergency delivery fees shall be billed at the rate set forth in Attachment B, Payment and Compensation.

The Intent of this Contract is for daily operations; however, in an Emergency Event or Declared Disaster by the County/State or Federal entity, Contractor shall service the County during such an emergency under the same terms and conditions that apply duri ng regular standard non-emergency/disaster conditions. An emergency fee shall be billed at the rate set forth in Attachment B -Fees and Compensation. This Contract may be subject to unusual usage. Emergency Events or Declared Disasters may be rare occurrences.

5. SPILLAGE REQUIREMENT:

County requires “zero leakage” standard for fuel transfer operations.

Contractor shall provide necessary equipment and proper training of delivery personnel to prevent spillage or minimize the chance of spillage during connection and disconnection of hoses and during the transfer of fuel to County tanks. Contractor will ensure that all equipment, tools and procedures used are in compliance with all applicable regulations governing such operations and specifications of this Contract.

In the event of leakage or spillage, Contractor shall be responsible to perform immediate containment, clean up, disposal and restoration activities as necessary in accordance with applicable State of California laws and regulations and subject to the Coun ty’s satisfaction, at no extra cost to County. All materials associated with such clean up shall be removed by the Contractor, at no additional cost to County.

6. REPAIRS ON COUNTY OWNED TANKS:

County owned tanks may require repair services occasionally. Contractor shall service County owned tanks only at County’s request at the rates set forth in Attachment B. All repairs must be authorized and approved in writing by County staff.

Contractor shall perform all repairs during normal business hours Monday thru Friday, unless other arrangements are made and approved by County staff. Repairs after hours, weekends and holidays, are not authorized unless a written authorization is received from County staff at the rates set forth in Attachment B.

Contractor repair services shall meet or exceed all Federal, State, Local, American Society of Testing & Materials (ASTM), Department of Transportation (DOT), Air Resources Board (ARB) and/or any other California regulations/standards.

Contractor hourly rate shall include all costs for labor, tools, equipment, transportation, overhead, profit, travel time, (excluding materials) and all other costs related to providing the services described in the scope of work; Hourly service rates shall be prorated and billed to the nearest hour, no minimum.

Contractor shall provide a quote for any repair services to equipment, as per the rate set forth in Attachment B. The quote process shall be as follows:

A. Quotes for repair services must be provided to each County Project Manager and shall be specific to the repairs requested. Quote request must be provided within two (2) business days.

B. Invoices shall be submitted for reimbursement, plus material mark-up.

Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 237

County of Orange
County Executive Office - CPO
RCA-017-26010049

UNLEADED FUEL AND RELATED SUPPLIES AND

SERVICES

2970003

C. Agencies/Departments are not required to post quotes on BidSync or other online bidding systems.

D. Agencies/Departments shall request quotes via e-mail and Contractor shall provide a breakdown of time and materials for each project as per the rates set forth in Attachment B.

E. Quotes shall be coordinated and approved by each individual department. No further approval from CPO is required. All Agencies/Departments shall follow County Procurement Guidelines.

7. COUNTY RESPONSIBILITIES:

County agencies/departments shall provide Contractor a Facilities Fuel Log that will include, but not limited to, the following information:

A. Agency/ Department Name
B. Agency /Department Location
C. Agency Contact’s Name & Number
D. Number of fuel tanks; capacity/sizes; unit of measure & fuel site/delivery location, delivery date, amount delivered, and amount left in tank.

County Agency/Departments are required to track all deliveries on the Facilities Fuel Log and maintain logs throughout the term of the Contract.

County shall appoint a County Project Manager for each department project to serve as the point of contact.

County Project Manager shall ensure Contractor has necessary access to service locations and facilities.

County Agencies/Departments shall be responsible to create their own subordinates against this RCA and for amending their subordinate Contracts as facilities may be added or deleted and service hours may be increased or decreased at a given location at any time during the term of the Contract.

Regarding delivery, each Subordinate Contract against this RCA will list each Agency’s project manager, delivery and billing addresses directly with the Contractor.

County agencies/departments shall be responsible to keep a fuel record log that always tracks fuel tanks.

The County reserves the right to obtain competitive bids on any material or service and to utilize the data provided under this Contract relative to necessary materials and services.

County shall be responsible to upgrade their respective Agency/Departments tanks with a meter reader sensor to be able to sign up for the automatic refill service program.

Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 238

County of Orange
County Executive Office - CPO
RCA-017-26010049

UNLEADED FUEL AND RELATED SUPPLIES AND

SERVICES

2970003

ATTACHMENT B - PAYMENT AND COMPENSATION

1. Compensation:

This is a usage Contract between County and Contractor for Unleaded Fuel and Related Supplies and Services as set forth in Attachment A, “Scope of Work”.

Contractor agrees to accept the specified compensation as set forth in this Contract as full payment for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountere d in the execution of the services until acceptance, for risks connected with the services, and for performance by Contractor of all its duties and obligations hereunder. Contractor shall only be compensated as set forth herein for work performed in accordance with the Scope of Work. County shall have no obligation to pay any sum in excess of the fixed rates specified herein unless authorized by amendment in accordance with Articles "Changes" and "Amendments" of County Contract Terms and Conditions, which may require approval by the County Board of Supervisors.

The price for unleaded fuel under this Contract shall be based on the daily OPIS (Oil Price Information Services) Los Angeles Unbranded Rack Average Price , as published under PAD District 5, plus or minus the Contractor’s quoted Adjustment/Differential for each fuel grade and delivery size.

The Contractor agrees to accept the specified compensation as full remuneration for providing all labor, materials, transportation, equipment, delivery, overhead, and incidentals necessary to perform the services described in the Scope of Work, including any reasonably unforeseen difficulties.

2. Fees and Charges:

The Contractor’s quoted Adjustment +/- Differential for each grade and delivery size shall remain firm for the entire Contract term. Fuel Prices and Other Fees: The prices under “adjustment +/- differential” shall be inclusive of all freight/unloading/handling and delivery charges to all County locations or participating government entity locations, excluding all applicable Federal, State, Local and/or other applicable taxes. The adjustment +/- differential (difference between the price and the daily OPIS price Los Angeles Rack Price without CAR cost reported by OPIS for Unbranded Fuel) shall remain firm for the entire term of the Contract.

Item 1 – Delivery Size: Up to 1,999 Gallons
Line
Item
Fuel Type Quantity
Per
Gallon
Minimum
Octane
Adjustment +/-
Differential
Total
1 Unleaded Regular 1 87 $.0315 $.0315
2 Unleaded Plus 1 89 ($.3268) ($.3268)
3 Unleaded Premium 1 91 ($.4889) ($.4889)
Item 2 – Delivery Size: 2,000 – 3,999 Gallons

Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 239

County of Orange
County Executive Office - CPO
RCA-017-26010049

UNLEADED FUEL AND RELATED SUPPLIES AND

SERVICES

2970003

Line
Item
Fuel Type Quantity
Per
Gallon
Minimum
Octane
Adjustment +/-
Differential
Total
4 Unleaded Regular 1 87 ($.4191) ($.4191)
5 Unleaded Plus 1 89 ($.4594) ($.3268)
6 Unleaded Premium 1 91 ($.4998) ($.4998)
Item 3 – Delivery Size: 4,000 – 8,500 Gallons
Line
Item
Fuel Type Quantity
Per
Gallon
Minimum
Octane
Adjustment +/-
Differential
Total
7 Unleaded Regular 1 87 ($.4189) ($.4189)
8 Unleaded Plus 1 89 ($.4594) ($.4594)
9 Unleaded Premium 1 91 ($.7541) ($.7541)
Item 4 – Delivery Size: 8,501+ Gallons

Line
Item
Fuel Type Quantity
Per
Gallon
Minimum
Octane
Adjustment +/-
Differential
Total
10 Unleaded Regular 1 87 ($.4189) ($.4189)
11 Unleaded Plus 1 89 ($0.4694) ($0.4694)
12 Unleaded Premium 1 91 ($0.7541) ($0.7541)

ADDITIONAL FEES / CHARGES
Line
Item
Description Fixed Fee Unit Cost
13 Urgent Delivery Fee (non-scheduled delivery
within standard hours, as authorized by
County)
Fixed Fee $175.00
14 Emergency Delivery Fee (delivery after
hours, weekends, holidays, or within 1
business day, with written County approval)
Fixed Fee $200.00

ADDITIONAL FEES / CHARGES

Line
Item
Description Quantity Unit Cost Total
15 Hourly Repair Rate Per Technician –
Regular Hours (8:00 AM – 5:00 PM PT)
1 $175.00 $175.00
16 Hourly Repair Rate Per Technician –
After Hours (5:01 PM – 7:59 AM PT)
1 $275.00 $275.00
17 Hourly Repair Rate Per Technician –
Holidays/Weekends
1 $325.00 $325.00

Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 240

County of Orange
County Executive Office - CPO
RCA-017-26010049

UNLEADED FUEL AND RELATED SUPPLIES AND

SERVICES

2970003

MATERIALS / PARTS / PRODUCTS

Line Item Description Mark-Up Percentage Percentage
18 Materials, Parts, Products
(e.g., valves, gauges,
fittings)
Mark-Up Percentage 25.%

3. Price Increase/Decreases:

No price increases will be considered during the first year of the Contract. County requires documented proof of cost increases on Contracts prior to any price adjustment. A minimum of 160-days advance notice in writing is required for consideration of su ch adjustment. No retroactive price adjustments will be considered. All price decreases will automatically be extended to County of Orange. County may enforce, negotiate, or cancel escalating price Contracts or take any other action it deems appropriate , as it sees fit. The net dollar amount of profit will remain firm during the period of Contract. Adjustments increasing Contractor’s profit will not be allowed.

4. Firm Discount and Pricing Structure:

Contractor guarantees that prices quoted are equal to or less than prices quoted to any other local, State or Federal government entity for services of equal or lesser scope. Contractor agrees that no price increases shall be passed along to County during the term of this Contract not otherwise specified and provided for within this Contract.

5. Contractor’s Expense:

Contractor will be responsible for all costs related to photo copying , telephone communications and fax communications while on County sites during the performance of work and services under this Contract.

6. Payment Terms – Payment in Arrears:

Invoices are to be submitted in arrears to the user agency/department to the ship -to address, unless otherwise directed in this Contract. Contractor shall reference Contract number on invoice. Payment will be net 30 days after receipt of an invoice in a format acceptable to County of Orange and verified and approved by the agency/department and subject to routine processing requirements. The responsibility for providing an acceptable invoice rests with Contractor.

Billing shall cover services and/or goods not previously invoiced. Contractor shall reimburse County of Orange for any monies paid to Contractor for goods or services not provided or when goods or services do not meet Contract requirements.

Payments made by the County shall not preclude the right of the County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the goods or services.

Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 241

County of Orange
County Executive Office - CPO
RCA-017-26010049

UNLEADED FUEL AND RELATED SUPPLIES AND

SERVICES

2970003

7. Payment – Invoicing Instructions:

Payment – Invoicing Instructions: The Contractor will provide an invoice on the Contractor’s letterhead for goods delivered and/or services rendered. In the case of goods, the Contractor will leave an invoice with each delivery. Each invoice will have a number and will include the following information:
a. Contractor’s name and address
b. Contractor’s remittance address, if different from “A” above c. Name of County Agency/Department
d. Delivery/Service address
e. Agency/Department’s Account Number
f. Date of order
g. Product/Service description, quantity, and prices
h. Sales tax, if applicable
i. Freight/Delivery Charges, if applicable
j. Total
Invoices and support documentation are to be forwarded to:

Contractor shall issue and send invoices according to each Department Subordinate Agreement instructions/requirements of the Contract. Adjustments increasing the Contractor’s profit will not be allowed.

8. Payment (Electronic Funds Transfer (EFT):

County of Orange offers contractors the option of receiving payment directly to their bank account via an Electronic Fund Transfer (EFT) process in lieu of a check payment. Payment made via EFT will also receive an Electronic Remittance Advice with the pay ment details via e -mail. An e-mail address will need to be provided to The County of Orange via an EFT Authorization Form. To request a form, please contact the agency/department Procurement Buyer listed in Contract. Upon completion of the form, please mail, fax or email to the address or phone listed on the form.

Docusign Envelope ID: 680F063B-46B1-4C51-ABC7-D5384859D5E7 242

EXHIBIT B

CITY COUNCIL POLICY 100-5

243

CITY OF COSTA MESA, CALIFORNIA

COUNCIL POLICY

BACKGROUND

Under the Federal Drug-Free Workplace Act of 1988, passed as part of omnibus drug legislation enacted November 18, 1988, contractors and grantees of Federal funds must certify that they will provide drug-free workplaces. At the present time, the City of C osta Mesa, as a sub-grantee of Federal funds under a variety of programs, is required to abide by this Act. The City Council has expressed its support of the national effort to eradicate drug abuse through the creation of a Substance Abuse Committee, institution of a City-wide D.A.R.E. program in all local schools and other activities in support of a drug-free community. This policy is intended to extend that effort to contractors and grantees of the City of Costa Mesa in the elimination of dangerous drugs in the workplace.

PURPOSE

It is the purpose of this Policy to:

1. Clearly state the City of Costa Mesa’s commitment to a drug-free society.

2. Set forth guidelines to ensure that public, private, and nonprofit organizations receiving funds from the City of Costa Mesa share the commitment to a drug-free workplace.

POLICY

The City Manager, under direction by the City Council, shall take the necessary steps to see that the following provisions are included in all contracts and agreements entered into by the City of Costa Mesa involving the disbursement of funds.

1. Contractor or Sub-grantee hereby certifies that it will provide a drug-free workplace by:

A. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in Contractor’s and/or sub-grantee’s workplace, specifically the job site or location included in this contract, and specifying the actions that will be taken against the employees for violation of such prohibition;

B. Establishing a Drug-Free Awareness Program to inform employees about:

244

SUBJECT

DRUG-FREE WORKPLACE
POLICY
NUMBER
100-5

EFFECTIVE
DATE
8-8-89
PAGE

2 of 3

1. The dangers of drug abuse in the workplace;

2. Contractor’s and/or sub-grantee’s policy of maintaining a drug-free workplace;

3. Any available drug counseling, rehabilitation and employee assistance programs; and

4. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace;

C. Making it a requirement that each employee to be engaged in the performance of the contract be given a copy of the statement required by subparagraph A;

D. Notifying the employee in the statement required by subparagraph 1 A that, as a condition of employment under the contract, the employee will:

1. Abide by the terms of the statement; and

2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction;

E. Notifying the City of Costa Mesa within ten (10) days after receiving notice under subparagraph 1 D 2 from an employee or otherwise receiving the actual notice of such conviction;

F. Taking one of the following actions within thirty (30) days of receiving notice under subparagraph 1 D 2 with respect to an employee who is so convicted:

1. Taking appropriate personnel action against such an employee, up to and including termination; or

2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health agency, law enforcement, or other appropriate agency;

245

SUBJECT

DRUG-FREE WORKPLACE
POLICY
NUMBER
100-5

EFFECTIVE
DATE
8-8-89
PAGE

3 of 3

G. Making a good faith effort to maintain a drug-free workplace through implementation of subparagraphs 1 A through 1 F, inclusive.

2. Contractor and/or sub-grantee shall be deemed to be in violation of this Policy if the City of Costa Mesa determines that:

a. Contractor and/or sub-grantee has made a false certification under paragraph 1 above;

b. Contractor and/or sub-grantee has violated the certification by failing to carry out the requirements of subparagraphs 1 A through 1 G above;

c. Such number of employees of Contractor and/or sub-grantee have been convicted of violations of criminal drug statutes for violations occurring in the workplace as to indicate that the contractor and/or sub-grantee has failed to make a good faith effort to provide a drug-free workplace.

3. Should any contractor and/or sub-grantee be deemed to be in violation of this Policy pursuant to the provisions of 2 A, B, and C, a suspension, termination or debarment proceeding subject to applicable Federal, State, and local laws shall be conducted. Upon issuance of any final decision under this section requiring debarment of a contractor and/or sub-grantee, the contractor and/or sub-grantee shall be ineligible for award of any contract, agreement or grant from the City of Costa Mesa for a period specified in the decision, not to exceed five (5) years. Upon issuance of any final decision recommending against debarment of the contractor and/or sub-grantee, the contractor and/or sub-grantee shall be eligible for compensation as provided by law.

246

CITY OF COSTA MESA
Agenda Report
77 Fair Drive
Costa Mesa, CA 92626
File #: 26-286 Meeting Date: 5/19/2026
TITLE:

PROFESSIONAL SERVICES AGREEMENT TO PROVIDE SHELTER OPERATIONS AT THE

COSTA MESA BRIDGE SHELTER
DEPARTMENT: CITY MANAGER’S OFFICE
PRESENTED BY: NATE ROBBINS, NEIGHBORHOOD IMPROVEMENT MANAGER CONTACT INFORMATION: NATE ROBBINS, NEIGHBORHOOD IMPROVEMENT MANAGER, 714-754-5274
RECOMMENDATION:

Staff recommends the City Council:

1. Approve the Professional Services Agreement with Volunteers of America Los Angeles to provide Shelter Operations at the Costa Mesa Bridge Shelter for a period of three (3) years, with the option for two (2) additional one (1) year periods upon mutual written agreement of both parties, in an amount not to exceed $2,066,864.

2. Authorize the City Manager and City Clerk to execute all agreements and any amendments to the agreements, including any potential increase to the annual compensation that is based on an increase to Volunteers of America Los Angeles employee salaries. This increase shall not exceed 5%.

BACKGROUND:

Costa Mesa Bridge Shelter
In April 2021, the City of Costa Mesa (City) opened the Costa Mesa Bridge Shelter (Shelter) located at 3175 Airway Avenue. The 100-bed Shelter provides interim housing and wrap-around services to individuals experiencing homelessness. These services include, but are not limited to, housing navigation, assistance with obtaining vital documents (e.g., Birth Certificate, Social Security Card, California ID or Driver’sLicense, etc.), financial assistance for housing deposits and furniture, primary health care, dental screenings, behavioral health care, individual and group therapy, connections to detox and rehabilitation facilities, workforce development and employment readiness, benefit assistance, and more. Since opening its doors, the Bridge Shelter has facilitated the placement of over 250 people into permanent housing.

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Shelter Operations
In July 2021, the City executed an agreement with Mercy House Living Centers (Mercy House) to serve as the Shelter Operator of the (then) 72-bed shelter at an annual cost of $2,000,000. In July 2023, the Shelter’scapacity was increased to 85 beds, and the agreement was amended, increasing Mercy House’sNot-To-Exceed (NTE) contract amount to $2,185,286 per year. In June 2024, the Shelter’scapacity was increased to 100 beds, and the agreement was amended again, increasing Mercy House’s NTE to $2,383,180. The agreement with Mercy House expires on June 30, 2026.

ANALYSIS:

In February 2026, the City released RFP 26-14 requesting proposals to provide Shelter Operations at the Bridge Shelter. The City received a total of three (3) proposals from the following qualified firms:

Volunteers of America Los Angeles (VOALA), Mercy House, and Homeless Intervention Services of Orange County (HIS OC). City staff reviewed the proposals, conducted interviews with the three bidders, and assigned a score to each proposal. The proposals were ranked based on their cumulative scores, with VOALA receiving the highest score and Mercy House and HIS OC ranking second and third, respectively. The scores given to each proposer can been seen in the table below.

Scope of Work
While City employees provide case management for shelter guests, the operator’s duties are specifically focused on the following four areas:

1. Logistics - General shelter operations including guest laundry, assisting the kitchen operator (Bracken’sKitchen) with meal services and clean up, guest intakes and exits, 24/7 staffing of the concierge desk, etc.

2. Janitorial - Daily, ongoing cleaning of the entire campus, as well as nightly deep cleaning of the bathrooms and high-traffic areas.

3. Security - 24/7 on-site supervision of guests, including a post at the main entrance and roving patrols of the entire campus.

4. Transportation - A shuttle service that provides daily drop-off and pick-up locations around Costa Mesa.

VOALA utilizes a universal training system where employees are trained to perform all the duties listed above. This model reduces potentially negative impacts of staff call-outs and allows for responsibilities to be allocated evenly among team members.

VOALA is an approved administrator of the Medi-Cal benefits known as Community Supports (CS)

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VOALA is an approved administrator of the Medi-Cal benefits known as Community Supports (CS) and Enhanced Care Management (ECM), which are available to most guests enrolled at the Bridge Shelter. CS and ECM provide equitable, coordinated, and person-centered services to address housing insecurity, as well as specialized, managed care to improve quality of life for vulnerable, high -need populations. The City currently partners with two (2) outside agencies to provide these services, as they are not available through the current Shelter Operator. Selecting VOALA as the Shelter Operator will allow the City to consolidate these services into a single entity, streamlining the provision of care and reducing potential confusion among Shelter guests.

VOALA has an established history of serving Costa Mesa residents through various programs, including the Homeless Disability Advocacy Program (HDAP), as well as outreach and specialized services for Veterans. The City currently partners with outside agencies for these services as they are not available through the current Shelter Operator. Selecting VOALA as the Shelter Operator will augment our system of care for clients with disabilities and those who are veterans.

VOALA has a robust Evaluation and Quality Assurance Department that monitors data collection, measures progress toward achieving performance objectives, drives program evaluation, identifies potential issues, and informs corrective actions as needed for the program on an ongoing basis.

Monitoring is conducted on an ongoing basis through their Quality Assurance team that provides real- time data for program management. Formal monitoring by the Quality Assurance team takes place quarterly through on-site visits to the Shelter. VOALA’sQuality Assurance team reviews all program forms for accuracy, reviews participant files to ensure that documentation is correct and complete and conducts periodic audits of case files and database information to ensure that all data is correct and up to date. Additionally, VOALA’sEvaluation Department will develop and oversee an “outcomes dashboard” for the Shelter program, which allows staff to have access to real-time data to monitor program effectiveness and progress in achieving outcomes.

Budget
The annual budget proposed by VOALA to operate the Shelter is $2,066,864, which is a savings of $316,316 compared to the current cost of $2,383,180. The draft Professional Services Agreement (Attachment 1) includes an optional annual cost increase based on the increase to VOALA employee salaries and shall not exceed 5%. This optional increase is at the sole discretion of the City Manager and requires justification by the Operator.

VOALA has the ability to decrease staffing levels and their overall program budget in the event the Council decides to reduce the capacity of the Shelter. However, because the Shelter operates 24 hours per day, seven days a week, VOALA has staffing minimums they cannot go below without compromising their ability to provide core shelter operation services. For example, if the City were to decrease capacity at the Shelter from 100 beds to 85 beds, VOALA could eliminate two (2) staff positions and reduce programmatic costs resulting in an annual savings of roughly $134,000.

Experience & Capacity
VOALA is a large organization with over 2,000 employees and service contracts totaling over $200 million. They operate 17 shelters across Los Angeles and Orange Counties and employ more than 300 staff trained in shelter operations who can be called on to quickly fill vacancies. Lastly, VOALA has extensive back-office capacity ensuring timely and accurate billing and data reporting, as well as

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a robust system for staff training and development.

VOALA currently provides shelter operations at the Central Cities Navigation Center (CCNC) located in Garden Grove. The Network for Homeless Solutions recently toured this facility and were highly impressed with the facility overall. The CCNC was clean and well maintained, the clients were upbeat and provided positive feedback on their experiences, and VOALA’s staff were engaged and knowledgeable.

Based on the factors listed above, staff recommends awarding the Shelter Operator contract to VOALA.

ALTERNATIVES:

The City Council can choose to deny the recommendation and award the Shelter Operator contract to one of the other proposers.

FISCAL REVIEW:

The annual cost proposed by VOALA to provide Shelter Operations at the Bridge Shelter is $2,066,864, which is $316,316 less than the City’scurrent agreement of $2,383,180. Funding for this agreement is budgeted in the FY 2026-27 Proposed Budget in the Housing Authority Fund (Fund 222), subject to City Council’s approval and adoption of the FY 2026-27 budget.

LEGAL REVIEW:

The City Attorney’s office has reviewed this report and approved it as to form.

CITY COUNCIL GOALS AND PRIORITIES:

This item supports the following City Council Goals:
· Diversify, Stabilize and Increase Housing to Reflect Community Needs · Strengthen the Public’s Safety and Improve the Quality of Life CONCLUSION:

Staff recommends the City Council:

1. Approve the Professional Services Agreement with Volunteers of America Los Angeles to provide Shelter Operations at the Costa Mesa Bridge Shelter for a period of three (3) years, with the option for two (2) additional one (1) year periods upon mutual written agreement of both parties in amount not to exceed $2,066,864.

2. Authorize the City Manager and City Clerk to execute all agreements and any amendments to the agreements including any potential increase to the annual compensation that is based on an increase to Volunteers of America Los Angeles employee salaries. This increase shall not exceed 5%.

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CITY OF COSTA MESA

PROFESSIONAL SERVICES AGREEMENT

WITH VOLUNTEERS OF AMERICA OF LOS ANGELES

THIS PROFESS
IONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this 1st day of July, 2026 (“Effective Date”), by and between the CITY OF COSTA MESA, a municipal corporation (“City”), and VOLUNTEERS OF AMERICA OF LOS ANGELES, a California Nonprofit Public Benefit Corporation (“Consultant”).

RECITALS
A. City proposes to uti
lize the services of Consultant as an independent contractor to perform shelter operator services for the Costa Mesa Bridge Shelter, as more fully described herein; and
B. Consultant represents that
it has that degree of specialized expertise contemplated within California Government Code s ection 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and
C. City and Consultant
desire to contract for the specific services described in Exhibit “A” and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. No official or employ
ee of City has a financial interest, within the provisions of sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

NOW, THEREFORE,
for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROV

IDED BY CONSULTANT

1.1. Scope of Servi
ces. Consultant shall provide the professional services described in City’s Request for Proposals, attached hereto as Exhibit “A,” and Consultant’s Proposal , attached hereto as Exhibit “B,” and the Management Operations and Procedures, attached hereto as Exhibit “C,” all incorporated herein.

1.2. Professional Practi
ces. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement.

1.3. Performance to Sati
sfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City. Evaluations of the work will be done by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to
review the quality of the work and resolve the
Attachment 1
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matters of concern;

(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or

(c) Terminate the Agreement as hereinafter set forth.

1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws , including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant’s performance under this Agreement.

1.5. Non-Discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military or veteran status, e xcept as permitted pursuant to s ection 12940 of the Government Code.

1.6. Non-Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant’s sole cost and expense.

1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant’s covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING

2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit “D,” attached hereto and made a part of this Agreement. Consultant’s total annual not-to-exceed compensation is Two Million Sixty -Six Thousand Eight Hundred Sixty -Three 252
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Dollars and Seventy-Four Cents ($2,066,863.74).

2.2. Cost Increases. City may, at the sole discretion of the City Manager, annually increase Consultant’s not-to-exceed compensation by a maximum of five percent (5%). This optional increase must be requested in writing by Consultant and justified by providing documentation related to an increase in wages paid to Consultant’s staff assigned to the Shelter.

2.3. Maximum Capacity Decreases. City may, as authorized by the City Council, decrease the maximum capacity of the Shelter, resulting in the need for Consultant to reduce staffing and certain programmatic costs directly related to the maximum number of beds available at the Shelter. However, at no time may Consultant reduce staffing levels and programmatic costs below that which is necessary to fulfill the services outlined in City’s Request for Proposals (Exhibit “A”), Consultant’s Proposal (Exhibit “B”), and the Management Operations and Procedures (Exhibit “C”).

2.4 Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant’s Proposal unless the City Manager or designee, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

2.4. Records and Audits. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times from the Effective Date until three (3) years after termination of this Agreement.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. Unless otherwise agreed to in writing by the parties, the professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to comm ence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

3.2. Excusable Delays . Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, pandemics (excluding COVID-19), material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party (each, a “Force Majeure Event”). If a party experiences a Force Majeure Event, the party shall, within five (5) days of the occurrence of the Force Majeure Event, give written notice to the other party stating the nature of the Force Majeure Event, its 253
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anticipated duration and any action being taken to avoid or minimize its effect. Any suspension of performance shall be of no greater scope and of no longer duration than is reasonably required and the party experiencing the Force Majeure Event shall use best efforts without being obligated to incur any material expenditure to remedy its inability to perform; provided, however, if the suspension of performance continues for sixty (60) days after the date of the occurrence and such failure to perform would constitute a material breach of this Agreement in the absence of such Force Majeure Event, the parties shall meet and discuss in good faith any amendments to this Agreement to permit the other party to exercise its rights under this Agreement. If the parties are not able to agree on such amendments within thirty (30) days and if suspension of performance continues, such other party may terminate this Agreement immediately by written notice to the party experiencing the Force Majeure Event, in which case neither party shall have any liability to the other except for those rights and liabilities that accrued prior to the date of termination.

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of thirty -six (36) months, ending on June 30, 2029, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. This Agreement may be extended by two (2) additional one (1) year periods upon mutual written agreement of both parties.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Consultant.

The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City.

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City’s written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant.

4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City’s sole risk and without liability or legal expense to Consultant.

5.0. INSURANCE

5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated 254
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“A,” Class X, or better in the most recent A.M. Best’s Rating Guide, and approved by City:

(a) Commercial general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) general aggregate.

(b) Business automobile liability for owned vehicles, hired, and non-owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00) combined single limit per accident for bodily injury and property damage.

(c) Workers’ compensation insurance as required by the State of California.

Consultant agrees to waive, and to obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City, its officers, agents, employees, and volunteers arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies.

(d) Professional errors and omissions (“E&O”) liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects’ and engineers’ coverage shall be endorsed to include contractual liability. If the policy is written as a “claims made” policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.

5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions:

(a) Additional insureds: “The City of Costa Mesa and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant.”

(b) Notice: “Said policy shall not terminate, be suspended, or voided, nor shall it be cancelled, nor the coverage or limits reduced, until thirty (30) days after written notice is given to City.”

(c) Other insurance: “The Consultant’s insurance coverage shall be primary insurance as respects the City of Costa Mesa, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Costa Mesa shall be excess and not contributing with the ins urance provided by this policy.”
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(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Costa Mesa, its officers, officials, agents, employees, and volunteers.

(e) The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

5.3. Deductible or Self-Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.

5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement.

5.5. Non-Limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.

6.0. GENERAL PROVISIONS

6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

6.2. Representatives. The C ity Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Project Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement.

Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence or other communications 256
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concerning this Agreement or the work hereunder may be provided by personal delivery or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: (a) at the time of delivery if such communication is sent by personal delivery, and (b) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CITY:

City of Costa Mesa
77 Fair Drive
Costa Mesa, CA 92626
Tel: (714) 754-5274
IF TO CONSULTANT:

Volunteers of America of Los
Angeles
3600 Wilshire Blvd. Ste 1500
Los Angeles, CA 90010
Tel: (213) 389-1500
Attn: Veronica Lara, COO
Attn: Nate Robbins,
Neighborhood Improvement
Manager
Courtesy copy to:

City of Costa Mesa
77 Fai
r Drive
Costa Mesa, CA 92626
Attn: Finance Dept. | Purchasing

6.5. Drug-Free Workplace
Policy. Consultant shall provide a drug-free workplace by complying with all provisions set forth in City’s Council Policy 100-5, attached hereto as Exhibit “E” and incorporated herein. Consultant’s failure to conform to the requirements set forth in Council Policy 100-5 shall constitute a material breach of this Agreement and shall be cause for immediate termination of this Agreement by City.

6.6. Attorneys’ Fees . If l
itigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

6.7. Governing Law. This
Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.

6.8. Assignment. Cons
ultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant’ s interest in this Agreement without City’s prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City ’s consent, no subletting or assignment shall release Consultant of Consultant’s obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.
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6.9. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents and employees, at Consultant’s sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Consultant’s Proposal, which shall be of no force and effect.

6.10. Independent Contractor . Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.

Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.11 Conflicts with Independent Contractor. Contractor/consultant’s duties and services under this Agreement shall not include preparing or assisting the public entity with any portion of the public entity’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the public entity. The public entity entering into this Agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor/consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, 258
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preliminary, or initial plans or specifications. Contractor/consultant shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this Agreement.

6.12. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

6.13. Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

6.14. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from City’s use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.

6.15. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code s ection 7920.000 et seq.).

Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code section 7924.510, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be 259
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liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.16. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code sections 81000, et seq.) and Government Code s ection 1090.

During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.17. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

6.18. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6.19. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail . If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.

6.20. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.21. Binding Effect. This Agreement binds and benefits the parties and their respective permitted successors and assigns.

6.22. No Third Party Beneficiary Rights . This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.23. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6.24. Construction. The parties have participated jointly in the negotiation and drafting 260
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of this Agreement and have had an adequate opportunity to review each and every provision of the Agreement and submit the same to counsel or other consultants for review and comment. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.25. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.26. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.27. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party , is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6.28. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6.29. Corporate Authority . The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CONSULTANT

__________________________________ Date: __________________________ Signature

__________________________________
[Name and Title]

CITY OF COSTA MESA

__________________________________ Date: __________________________ Cecilia Gallardo-Daly
City Manager

ATTEST:

__________________________________
Brenda Green
City Clerk

APPROVED AS TO FORM:

__________________________________ Date: __________________________ Kimberly Hall Barlow
City Attorney

APPROVED AS TO INSURANCE:

__________________________________ Date: __________________________ Ruth Wang
Risk Management

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APPROVED AS TO CONTENT:

__________________________________ Date: __________________________ Nate Robbins
Project Manager

DEPARTMENTAL APPROVAL:

__________________________________ Date: __________________________ Cecilia Gallardo-Daly
City Manager

APPROVED AS TO PURCHASING:

__________________________________ Date: __________________________ Finance Director

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EXHIBIT A

REQUEST FOR PROPOSALS
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If clarification or interpretation of this solicitation is considered necessary by City, a written addendum shall be issued and the information will be posted on PlanetBids. Any interpretation of, or correction to, this solicitation will be made only by addendum issued by the City’s Purchasing Department. It is the responsibility of each Proposer to periodically check PlanetBids website to ensure that it has received and reviewed any and all addenda to this solicitation. The City will not be responsible for any other explanations, corrections to, or interpretations of the documents, including any oral information.

2. Schedule of Events: This Request For Proposal shall be governed by the following schedule:

3. Release of RFP February 10, 2026 at 5:00pm

4. Deadline for Written Questions February 18, 2026 at 10:00am.

5. Responses to Questions Posted February 24, 2026 at 5:00pm

6. Proposals are Due March 3, 2026 at 10:00am

7. Interviews (if held) March 17-18, 2026

8. Approval of Contract April 2026
**All dates are subject to change at the discretion of the City.

3. Proposer’s Minimum Requirements: Interested and qualified Proposers that can demonstrate their ability to successfully provide the required services outlined in Appendix A– Scope of Work, of this RFP are invited to submit a proposal, provided they meet the following requirements. All requirements must be met at the time of the proposal due date. If these requirements are not met, the proposal may not receive further consideration, as determined in the sole discretion of the City.

1. Minimum of three (3) years of experience providing the services outlined in the scope of work.

II. GENERAL INSTRUCTIONS AND PROVISIONS

1. Proposal Format Guidelines: Interested entities or contractors are to provide the City of Costa Mesa with a thorough Proposal using the following guidelines: Proposal should be typed and should contain no more than 20 typed pages using a 12- point font size, including transmittal letter and resumes of key people, but excluding Index/Table of Contents, tables, charts, graphic exhibits and pricing forms. Each Proposal will adhere to the following order and content of sections. Proposal should be straightforward, concise and provide “layman” explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on providing a complete and clear description of the offer. Proposals which appear unrealistic in terms of technical commitments, lack of technical competence or are indicative of failure to comprehend the complexity and risk of this contract may be rejected. The following Proposal sections are to be included in the Proposer’s response:
• Cover Letter: A cover letter, not to exceed three pages in length, should summarize key elements of the Proposal. An individual authorized to bind the Contractor must sign the letter. Indicate the address and telephone number of the contractor’s office located nearest to Costa Mesa, California, and the office from which the project will be managed. Include proposed working relationship among the offering agency and subcontractors, if applicable.

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• Background and Project Summary Section: The Background and Project Summary Section should describe your understanding of the City, the work to be done, and the objectives to be accomplished. Refer to Scope of Work, Appendix A of this RFP.

• Method of Approach: Provide a detailed description of the approach and methodology that will be used to fulfill each requirement listed in the Scope of Work of this RFP. The section should include:

1. An implementation plan that describes in detail (i) the methods, including controls by which your firm manages projects of the type sought by this RFP; (ii) methodology for soliciting and documenting views of internal and external stakeholders; (iii) and any other project management or implementation strategies or techniques that the respondent intends to employ in carrying out the work.

2. Detailed description of efforts your firm will undertake to achieve client satisfaction and to satisfy the requirements of the "Scope of Work" section.

3. Detailed project schedule, identifying all tasks and deliverables to be performed, durations for each task, and overall time of completion.

4. Detailed description of specific tasks you will require from City staff. Explain what the respective roles of City staff and your staff would be to complete the tasks specified in the Scope of Work.
• Proposers are encouraged to provide additional innovative and/or creative approaches for providing the service that will maximize efficient, safe, and cost -effective operations or increased performance capabilities. Qualifications & Experience of the Firm : Describe the qualifications and experience of the organization or entity performing services/projects within the past eight years that are similar in size and scope to demonstrate competence to perform these services. Information shall include:

1. If the owner is a corporation please provide: Name of corporation, corporate office street address, city, state, and zip code, state where incorporated, date of incorporation, first and last name of officers, local office address, city, state & zip, and the date local office opened its doors for business.

2. If the owner is a partnership or joint venture, please provide: Name of partnership or joint venture, principal office street address, city, state, and zip code, state of organization, date of organization, first and last name of general partner(s), local office address, city, state, and zip code, and date local office opened its doors for.

3. List all businesses owned or controlled by yourself (applicant) or business manager doing similar business in California under another business name. List business name and address and specify who owns or controls the business (e.g., self, business manager, etc.).

4. List all businesses for which you or your business manager is or was an officer, director, or partner doing similar business in California under another business name.

List business name and address, title, date(s) in position; specify who was in position (e.g., self, business manager, etc.).
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5. How many years have you been in business under your present business name?

6. Provide a list of current and previous contracts similar to the requirements for Costa Mesa, including all public agencies served (if any). For each, provide a brief description of the scope of work performed, the length of time you have been providing services, and the name, title, and telephone number of the person who may be contacted regarding your organization’s service record. Provide a sample of each background investigation for each contract.

7. Submit a description of the organization’s qualifications, experience and abilities that make it uniquely capable to provide the services specified in the Scope of Work.

8. The City of Costa Mesa is interested in knowing how Proposers support the communities that they serve. Please provide information on your orga nization’s participation in local community, charitable and civic organizations and events, including membership in the Costa Mesa Chamber of Commerce, charitable contributions made by your organization, etc.

Any public entity which submits a Proposal should describe in detail how it currently performs services like those identified in the Scope of Work within its or other jurisdictions, including photographs, written policies and/or video of services provided. If you have performed these services under contract for another public entity, please provide references for those entities as set forth above for private Proposers.
• Financial Capacity: The City is concerned about bidders’ financial capability to perform, therefore, may ask you to provide sufficient data to allow an evaluation of firm’s financial capabilities.

• Key Personnel: It is essential that the Proposer provide adequate experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this contract. The Proposer must agree to assign specific individuals to the key positions. o Identify the members of the staff who would be assigned to act for Proposer’s firm in key management and field positions providing the services described in the Proposal, and the functions to be performed by each.

o Include resumes or curriculum vitae of each such staff member, including name, position, telephone number, email address, education, and years and type of experience. Describe for each such person, the relevant transactions on which they have worked.

• Cost Proposal:

Provide a fee schedule/pricing information for the project as referenced in the attached in Appendix C. Proposals shall be valid for a minimum of 180 days following submission.

• Disclosure: Please disclose any and all past or current business and personal relationships with any current Costa Mesa elected official, appointed official, City employee, or family member of any current Costa Mesa elected official, appointed official, or City employee. Any past or current bus iness relationship may or may not disqualify the firm from consideration.

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• Sample Professional Service Agreement: The firm selected by the City will be required to execute a Professional Services Agreement with the City. A sample of the Agreement is enclosed as Appendix B, but may be modified to suit the specific services and needs of the City. If a Proposer has any exceptions or conditions to the Agreement, these must be submitted for consideration with the Proposal. Otherwise, the Proposer will be deemed to have accepted the form of Agreement. See No. 12 of this RFP below.

• Checklist of Forms to Accompany Proposal: The following is a list of the forms, Appendix C included in this RFP, which must be completed in full and included with Proposals:

1. Vendor Application Form

2. Company Profile & References

3. Ex Parte Communications Certificate

4. Disclosure of Government Positions

5. Disqualifications Questionnaire

6. Bidder/Applicant/Contractor Campaign Contribution

7. Cost Proposal

2. Process for Submitting Proposals:
• Content of Proposal: The Proposal must be submitted using the format as indicated in the Proposal format guidelines.

• Preparation of Proposal: Each Proposal shall be prepared simply and economically, avoiding the use of elaborate promotional material beyond those sufficient to provide a complete, accurate and reliable presentation.

• Cost for Preparing Proposal : The cost for developing the Proposal is the sole responsibility of the Proposer. All Proposals submitted become the property of the City. Fee proposal shall be submitted in a separate file containing the following:
 Cover letter stating the total lump sum fee.
 A spreadsheet with a detailed fee schedule of the proposed costs. Each fee schedule shall depict individual project tasks, number of hours assigned for specific personnel and their basic hourly rates, mark up on supplies, if any, etc..

• Forms to Accompany Proposal: Appendix C forms shall be attached at the end of the Proposal with the exception of the Cost Proposal which shall be submitted in a separate file.

• Number of Proposals: Submit one (1) PDF file format copy of your proposal in sufficient detail for thorough evaluation and comparative analysis

• Submission of Proposals: Complete written Proposals must be submitted electronically in PDF file format via the planetbids.com web site not later than 10:00 a.m. (P.S.T) on March 3, 2026. Proposals will not be accepted after this deadline. Bids received after the scheduled closing time will not be accepted. It shall be the sole responsibility of the Bidder to see that the bid is recei ved by the deadline. Faxed or e-mailed Proposals will not be accepted. NO EXCEPTIONS.

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• Inquiries: Questions about this RFP must be posted in the Q & A tab on Planetbids no later than February 18, 2026 at 10:00 A.M. The City reserves the right not to answer all questions.

The City reserves the right to amend or supplement this RFP prior to the Proposal due date.

All addenda, responses to questions received, and additional information will be posted to the Costa Mesa Procurement Registry, Costa Mesa-Official City Web Site, Business-Bids & RFP's. Proposers should check this web page daily for new information.

From the date that this RFP is issued until a firm or entity is selected and the selection is announced, firms or public entities are not allowed to communicate outside the process set forth in this RFP with any City employee other than the contracting officer listed herein regarding this RFP. The City reserves the right to reject any Proposal for violation of this provision. No questions other than posted on Planetbids will be accepted, and no response other than written will be binding upon the City.

• Conditions for Proposal Acceptance: This RFP does not commit the City to award a contract or to pay any costs incurred for any services. The City, at its sole discretion, reserves the right to accept or reject any or all Proposals received as a result of this RFP, to negotiate with any qualified source(s), or to cancel this RFP in part or in its entirety. The City may waive any irregularity in any Proposal. All Proposals will become the property of the City of Costa Mesa, California. If any proprietary information is contained in the Proposal, it should be clearly identified.

• Insurance & W-9 Requirements:

Upon recommendation of contract award, Contractor will
be required to submit the following documents with ten (10) days of City notification, unless otherwise specified in the solicitation:

 Insurance - City requires that licensees, lessees, and Contractors have an approved Certificate of Insurance (not a declaration or policy) or proof of legal self-insurance on file with the City for the issuance of a permit or contract. Within ten (10) consecutive calendar days of award of contract, successful Bidder must furnish the City with the Certificates of Insurance proving coverage as specified in the sample contract.

 W-9 – Current signed form W -9 (Taxpayer Identification Number & Certification) which includes Contractor’s legal business name(s).

3. Evaluation Criteria: The City’s evaluation and selection process will be conducted in accordance with Title II, Chapter V, Article 2 of the City's Municipal Code (Code). In accordance with the Code, the most qualified responsive and responsible proposer shall be determined based on evaluation of qualitative factors in addition to cost. At all times during the evaluation process, the following criteria will be used. Sub- criteria are not necessarily listed in order of importance. Additional sub-criteria that logically fit within a particular evaluation criteria may also be considered even if not specified below.

1. Qualifications of Experience of Key Personnel ------- 25%

2. Qualifications of the Firm ----25%
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3. Method of Approach ----25%

4. Cost Proposal ---- 25%

4. Evaluation of Proposals and Selection Process: In accordance with its Municipal Code, the City will adhere to the following procedures in evaluating Proposals. An Evaluation Committee, which may include members of the City's staff and possibly one or more outside experts, will screen and review all Proposals according to the weighted criteria set forth above.

While price is one basic factor for award, it is not the sole consideration.

A. Responsiveness Screening : Proposals will first be screened to ensure responsiveness to the RFP. The City may reject as non-responsive any Proposal that does not include the documents required to be submitted by this RFP. At any time during the evaluation process, the City reserves the right to request clarifications or additional information from any or all Proposers regarding their Proposals.

B. Initial Proposal Review: The Committee will initially review and score all responsive written Proposals based upon the Evaluation Criteria set forth above. The Committee may also contact Proposer's references. Proposals that receive the highest evaluation scores may be invited to the next stage of the evaluation process. The City may reject any Proposal in which a Proposer’s approach, qualifications, or price is not considered acceptable by the City. An unacceptable Proposal is one that would have to be substantially rewritten to make it acceptable. The City may conclude the evaluation process at this point and recommend award to the most qualified or lowest responsible bidder. Alternatively, the City may elect to negotiate directly with one or more Proposers to obtain the best result for the City prior to making a recommendation or selection.

C. Interviews, Reference Checks, Revised Proposals, Discussions: Following the initial screening and review of Proposals, the Proposers included in this stage of the evaluation process will be invited to participate in an oral interview. Interviews are tentatively scheduled for the week of March 16-20, 2026 and will be conducted at City of Costa Mesa City Hall, 77 Fair Drive, Costa Mesa, CA 92626 . This date is subject to change. The individual(s) from Proposer's organization that will be directly responsible for carrying out the contract, if awarded, should be present at the oral interview. The oral interview may, but is not required to, use a written question/answer format for the purpose of clarifying the intent of any portions of the Proposal.

In addition to conducting an oral interview, the City may during this stage of the evaluation process also contact and evaluate the Proposer’s references, contact any Proposer to clarify any response or request revised or additional information, contact any current users of a Proposer’s services, solicit information from any available source concerning any aspect of a Proposal, and seek and review any other information deemed pertinent to the evaluation process.

Following conclusion of this stage of the evaluation process, the Committee will again rank all Proposers according to the evaluation criteria set forth above. The Committee may conclude the evaluation process at this point, and make a recommendation for 272

award, or it may request Best and Final Offers from Proposers. The City may accept the Proposal or negotiate the terms and conditions of the agreement with the highest ranked organization. The City may recommend award without Best and Final Offers, so Proposers should include their best Proposal with their initial submission.

Recommendation for award is contingent upon the successful negotiation of final contract terms. Negotiations shall be confidential and not subject to disclosure to competing Proposers unless an agreement is reached. If contract negotiations cannot be concluded successfully within a time period determined by the City, the City may terminate negotiations and commence negotiations with the next highest scoring Proposer or withdraw the RFP.

5. Protests: Failure to comply with the rules set forth herein may result in rejection of the protest.

Protests based upon restrictive specifications or alleged improprieties in the Proposal procedure, which are apparent or reasonably should have been discovered prior to receipt of Proposals shall be filed in writing with the City’s Purchasing Department at least 10 calendar days prior to the deadline for receipt of Proposals. The protest must clearly specify in writing the grounds and evidence on which the protest is based.

Protests based upon alleged improprieties that are not apparent or that could not reasonably have been discovered prior to submission date of the Proposals, such as disputes over the staff recommendation for contract award, shall be submit ted in writing to the City’s Purchasing Department, within 48 hours from receipt of the notice from the City advising of City’s recommendation for award of contract. The protest must clearly specify in writing the grounds and evidence on which the protest is based. The City’s Purchasing Department will respond to the protest in writing at least 3 days prior to the meeting at which City’s recommendation to the City Council will be considered. Should Proposer decide to appeal the response of the City’s Purchasing Department, and pursue its protest at the Council meeting, it will notify the City’s Purchasing Department of its intention at least 2 days prior to the scheduled meeting.

A. Procedure – All protests shall be typed under the protester’s letterhead and submitted in accordance with the provisions stated herein. All protests shall include at a minimum the following information:
• The name, address and telephone number of the protester; • The signature of the protester or the protester’s representative; • The solicitation or contract number;
• A detailed statement of the legal and/or factual grounds for the protest; and • The form of relief requested.

6. Accuracy of Proposals: Proposers shall take all responsibility for any errors or omissions in their Proposals. Should there be any discrepancies in numbers or calculations, the lowest price or total shall prevail.

If prior to contract award, a Proposer discovers a mistake in their Proposal which renders the Proposer unwilling to perform under any resulting contract, the Proposer must immediately notify the facilitator and request to withdraw the Proposal. It shall be solely within the City's discretion as to whether withdrawal will be permitted. If the solicitation contemplated evaluation and award of "all or none" of the items, then any withdrawal must be for the entire Proposal. If the solicitation provided for evaluation and award on a line item or combination of items basi s, the City may 273

consider permitting withdrawal of specific line item(s) or combination of items. Any Proposer who withdraws a Proposal will be ineligible to bid further on the work included in the RFP scope.

7. Responsibility of Proposers: The City shall not be liable for any expenses incurred by potential Contractors in the preparation or submission of their Proposals. Pre- contractual expenses are not to be included in the Contractor’s Pricing Sheet. Pre- contractual expenses are defined as, including but not limited to, expenses incurred by Proposer in:

• Preparing Proposal in response to this RFP;
• Submitting that Proposal to the City;
• Negotiating with the City any matter related to the Proposal; and, • Any other expenses incurred by the Proposer prior to the date of the award and execution, if any, of the contract.

8. Confidentiality: The California Public Records Act (Cal. Govt. Code Sections 7920.000, et seq.) mandates public access to government records. Therefore, unless information is exempt from disclosure by law, the content of any request for explanation, exception, or substitution, response to this RFP, protest, or any other written communication between the City and Proposer, shall be available to the public. The City intends to release all public portions of the Proposals following the evaluation process at such time as a recommendation is made to the City Council.

If Proposer believes any communication contains trade secrets or other proprietary information that the Proposer believes would cause substantial injury to the Proposer’s competitive position if disclosed, the Proposer shall request that the City withhold from disclosure the proprie tary information by marking each page containing such proprietary information as confidential.

Proposer may not designate its entire Proposal as confidential nor designate its Price Proposal as confidential.

Submission of a Proposal shall indicate that, if Proposer requests that the City withhold from disclosure information identified as confidential, and the City complies with the Proposer’s request, Proposer shall assume all responsibility for any challenges resulting from the non- disclosure, indemnify and hold harmless the City from and against all damages (including but not limited to attorney’s fees and costs that may be awarded to the party requesting the Proposer information), and pay any and all costs and expenses related to the withholding of Propos er information. Proposer shall not make a claim, sue, or maintain any legal action against the City or its directors, officers, employees, or agents concerning the disclosure, or withholding from disclosure, of any Proposer information. If Proposer does not request that the City withhold from disclosure information identified as confidential, the City shall have no obligation to withhold the information from disclosure and may release the information sought without any liability to the City.

9. Ex Parte Co mmunications: Proposers and Proposers’ representatives should not communicate with the City Council members about this RFP. In addition, Proposers and Proposers’ representatives should not communicate outside the procedures set forth in this RFP with an officer, employee or agent of the City, including any member of the evaluation panel, with the exception of the RFP Facilitator, regarding this RFP until after Contract Award.

Proposers and their representatives are not prohibited, however, from making oral statements or presentations in public to one or more representatives of the City during a public meeting. 274

A "Proposer" or "Proposer's representative" includes all of the Proposer's employees, officers, directors, consultants and agents, any subcontractors or suppliers listed in the Proposer's Proposal, and any individual or entity who has been requested by the Proposer to contact the City on the Proposer's behalf. Proposers shall include the Ex Parte Communications Form in Appendix C with their Proposals certifying that they have not had or directed prohibited communications as described in this section.

10. Conflict of Interest: The Proposer warrants and represents that it presently has no interest and agrees that it will not acquire any interest which would present a conflict of interest under California Government Code Sections 1090, et seq., or Sections 87100, et seq., during the performance of services under any Agreement awarded. The Proposer further covenants that it will not knowingly employ any person having such an interest in the performance of any Agreement awarded. Violation of this provision may result in any Agreement awarded being deemed void and unenforceable.

11. Disclosure of Governmental Position : In order to analyze possible confl icts that might prevent a Proposer from acting on behalf of the City, the City requires that all Proposers disclose in their Proposals any positions that they hold as directors, officers, or employees of any governmental entity. Additional disclosure may be required prior to contract award or during the term of the contract. Each Proposer shall disclose whether any owner or employee of the firm currently hold positions as elected or appointed officials, directors, officers, or employees of a governmental entity or held such positions in the past twelve months using the attached Disclosure of Government Positions Form in Appendix C.

12. Conditions to Agreement: The selected Proposer will execute a Professional Services Agreement for Services with the City describing the Scope of Services to be performed, the schedule for completion of the services, compensation, and other pertinent provisions. The contract shall follow the sample form of Agreement provided as Appendix B to this RFP, which may be modified by the City.

All Proposers are directed to particularly review the indemnification and insurance requirements set forth in the sample A greement. The terms of the agreement, including insurance requirements have been mandated by the City and can be modified only if extraordinary circumstances exist.

Submittal of a Proposal shall be deemed acceptance of all the terms set forth in this RFP and the sample agreement for services unless the Proposer includes with its Proposal, in writing, any conditions or exceptions requested by the Proposer to the proposed Agreement.

13. Disqualification Questionnaire: Proposers shall complete and submit, under penalty of perjury, a standard form of questionnaire inquiring whether a Proposer, any officer of a Proposer, or any employee of a Proposer who has a proprietary interest in the Proposer, has ever been disqualified, removed, or otherwise prevented from proposing on, or completing a federal, state, or local government project because of a violation of law or safety regulation and if so, to explain the circumstances. A Proposal may be rejected on the basis of a Proposer, any officer or employee of such Proposer, havi ng been disqualified, removed, or otherwise prevented from 275

proposing on, or completing a federal, state, or local project because of a violation of law or a safety regulation, included in Appendix C.

14. Standard Terms and Conditions: The City reserves the right to amend or supplement this RFP prior to the Proposal due date. All addenda and additional information will be posted to www.Planetbids.com
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APPENDIX A

SHELTER OPERATOR – SCOPE OF WORK
The following outlines the responsibilities of the Shelter Operator (“Contractor”) of the Costa Mesa Bridge Shelter (“Shelter”). These responsibilities are more fully outlined in the Management Operations and Procedures (MOP), attached hereto as Exhibit B.

Services

1. Janitorial and Logistics
Contractor shall maintain the Shelter facility and surrounding property in a clean, safe, and orderly condition. Specific duties include, but are not limited to:
• Cleaning the Common Hall twice daily (after the lunch meal service and during overnight hours).
• Conducting weekly bed inspections to ensure guests maintain their living areas in accordance with Shelter guidelines.
• Cleaning the dormitories and clothing storage room at least once per week. • Sorting the clothing/storage room and storage sheds, located on the back patio, at least once per week.
• Maintaining a laundry schedule to ensure guests’ bedding and clothing are washed a minimum of once per week.
• Keeping offices and staff break areas clean and free from trash and debris at all times. • Cleaning the pet area, smoking section, and back patio at least once per day.

Cleaning guest and staff restrooms regularly, with one (1) deep cleaning performed nightly between 9:00 p.m. and 6:00 a.m.

2. Transportation –
Contractor shall provide transportation services to assist guests with their housing and case management plans.
• Shuttle service shall be available seven (7) days per week from 6 a.m. to 7 p.m. • Contractor must supply a vehicle that seats at least eight (8) people total, including the driver.
• A rideshare program should be used only as a last resort and limited circumstances when no other transportation options are available.

3. Security
Contractor shall provide on-site security 24 hours per day, seven (7) days per week. Contractor may either execute and manage a contract with a qualified third-party vendor or provide their own qualified security staff.
• Security staff shall be trained in the skills needed to be successful in an emergency shelter setting, including but not limited to de-escalation, conflict resolution, and trauma-informed care.
• Contractor shall provide a copy of all incident reports to City within 24 hours. • Contractor shall ensure security personnel conduct proactive patrols within a ½-mile radius patrols of the shelter to discourage loitering and other nuisance behavior, in accordance with the Shelter’s Good Neighbor Policy.
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