Agenda packet — La Palma City Council, April 7, 2026 (part 2 of 3)

APPENDIX 1

ESTIMATED ANNUAL TONNAGE

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APPENDIX 1

PERCENTAGE OF COUNTY ACCEPTABLE WASTE ATTRIBUTABLE TO PARTICIPATING CITIES FOR PURPOSE OF SECTIONS 3.6(F) AND 6.2(b)
Jurisdiction Percentage of County
Acceptable Waste
Aliso Viejo 0.82%
Anaheim 14.78%
Brea 2.62%
Buena Park 1.02%
Costa Mesa/Costa Mesa Sanitary District (2) 3.41%
Cypress 0.85%
Dana Point 1.33%
Fountain Valley 1.63%
Fullerton 4.08%
Garden Grove Sanitary District (Garden Grove) 4.74%
Huntington Beach 5.91%
Irvine 9.64%
La Habra 1.72%
La Palma 1.27%
Laguna Beach 1.18%
Laguna Hills 0.89%
Laguna Niguel 1.44%
Laguna Woods 0.28%
Lake Forest 2.14%
Los Alamitos 0.33%
Midway City Sanitary District (Westminster) 2.47%
Mission Viejo 2.33%
Newport Beach 3.58%
Orange 5.25%
Placentia 1.39%
Rancho Santa Margarita 1.03%
San Clemente 2.43%
San Juan Capistrano 2.93%
Santa Ana 9.45%
Seal Beach 0.52%
Stanton 1.47%
Tustin 2.04%
Unincorporated Orange County (1) 3.19%
Villa Park 0.16%
Yorba Linda 1.68%
Total 100%
(1) Unincorporated County Area is assumed to be a Participating City for the purposes of determining the Commencement Date in accordance with Section 6.2(b) of this Agreement. For the distribution of Net Import Revenues, the County of Orange shall receive 50% of any Net Import Revenues received in accordance with Section 3.6(F)(2)(i) of this Agreement. The County of Orange shall also receive the Unincorporated Area distribution set forth in this Appendix 1, as periodically modified in accordance with Section 3.6(F)(2)(ii) of this Agreement. (2) The City of Costa Mesa and the Costa Mesa Sanitation District have separate WISE Agreements. Costa Mesa Sanitation District Acceptable Waste tonnage is based on City of Costa Mesa Acceptable Wate tonnage and Importation Revenue is calculated based on City of Costa Mesa Acceptable Waste tonnage delivered to the Waste Infrastructure System.

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(3) NOTE: A participating City will only be included for purposes of determining the Commencement Date upon (i) execution of a WISE Agreement by that Participating City and (ii) execution of a Hauler Acknowledgement(s) by the Franchise Hauler(s) operating within such Participating City.

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APPENDIX 2

CUMULATIVE TONNAGE

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APPENDIX 2
Cumulative County Acceptable Waste Tonnage Target to be Used for Purposes of Section 4.2(B)
Fiscal Year
(Ending June 30)
County Acceptable Waste
Tonnage
Cumulative County Acceptable
Waste Tonnage
2026 3,343,282 3,343,282
2027 3,278,595 6,621,877
2028 3,029,924 9,651,801
2029 2,982,454 12,634,255
2030 2,411,983 15,046,238
2031 2,261,201 17,307,439
2032 2,225,152 19,532,591
2033 2,181,838 21,714,429
2034 2,187,041 23,901,470
2035 2,219,362 26,120,832
2036 2,224,792 28,345,624

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APPENDIX 3

CUMULATIVE CAPITAL COSTS

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APPENDIX 3

CUMULATIVE CAPITAL COSTS
to be Used
for Purposes of Section 4.2(A)vi
Fiscal Year
(Ending June 30) Annual Capital Costs Cumulative Capital Costs 2026 $72,599,664 $72,599,664
2027 $79,950,000 $152,549,664
2028 $155,135,000 $307,684,664
2029 $136,185,000 $443,869,664
2030 $41,171,500 $485,041,164
2031 $16,745,000 $501,786,164
2032 $18,165,000 $519,951,164
2033 $36,605,000 $556,556,164
2034 $30,100,000 $586,656,164
2035 $1,510,000 $588,166,164
2036 $25,000,000 $613,166,164

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APPENDIX 4

FRANCHISE HAULER ACKNOWLEDGMENT

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FRANCHISE HAULER ACKNOWLEDGMENT
THIS FRANCHISE HAULER ACKNOWLEDGMENT, dated as of_______________(the “Acknowledgment”), and between the __________ (the “City”) and ______________ (the “Franchise Hauler”).

WITNESSETH
WHEREAS, the City and the Franchise Hauler have heretofore entered into an agreement entitled ______________ dated as of_____________ (the “Franchise”); and WHEREAS, the City has issued to the Franchise Hauler a permit, license, approval or other authorization the “Authorization”) which allows the Franchise Hauler to provide solid waste collection services within the City; and WHEREAS, the Franchise [SUBSTITUTE “AUTHORIZATION” THROUGHOUT IF APPLICABLE]] provides for the collection and disposal of certain municipal solid waste as described therein (“Franchise Waste”) generated within the City; and
WHEREAS, the County of Orange (the “County”) owns, manages and operates a Waste Infrastructure System that is permitted to accept or process Acceptable Waste for disposal or diversion; and WHEREAS, the City and the County have heretofore entered into a Waste Infrastructure System Enterprise Agreement (the “WISE Agreement”), dated as of______________; and WHEREAS, the WISE Agreement details responsibilities for disposal of municipal solid waste and may include processing of identified Organic Waste for diversion, generated within the boundaries of the City, and determine that the execution of the WISE Agreement will serve the public health, safety and welfare of the residents of the City and County, by maintaining public ownership and stewardship over the Waste Infrastructure System and providing disposal rate stability, predictable and reliable long-term disposal service, enhanced organics processing to assist the City in meeting its organics diversion requirements, and the continuation of sound environmental management; and WHEREAS, under the WISE Agreement, the County has agreed to provide long-term disposal of all municipal solid waste generated within the City and may also provide for Organic Waste processing under an OSA and the City has agreed to exercise all legal, and contractual power which it possesses from time to time to deliver or cause the delivery of such waste to the Waste Infrastructure System; and WHEREAS, the provisions of the WISE Agreement guarantee capacity for the long term disposal and processing of waste at specified rates generated in the City provide significant benefits to the Franchise Hauler; WHEREAS, notwithstanding any Franchise provisions to the contrary, the Franchise Hauler explicitly acknowledges the aforementioned benefits to the City, the County and the Franchise Hauler in providing for the disposal of all Franchise Waste to the Waste Infrastructure System; and WHEREAS, the City and the Franchise Hauler desire to enter into this Acknowledgment to assure that the City and the Franchise Hauler will be entitled to the benefits of the WISE Agreement and to assure conformity with the waste delivery obligations which have been agreed to by the City under the WISE Agreement through the delivery of waste by the Franchise Hauler to the Waste Infrastructure System; and WHEREAS, the Franchise Hauler’s agreement to deliver Franchise Waste to the Disposal System under this Acknowledgment is given in consideration of the Franchise Hauler’s right to receive the Contract Rate for such disposal and processing as provided in the WISE Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Capitalized terms used and not otherwise defined herein are used as defined in the WISE Agreement.

2. The Franchise Hauler hereby waives any right which it may possess under applicable law to contest

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on any ground, constitutional, statutory, case law, administrative or otherwise, (a) the right, power or authority of the County or the City to enter into or perform their respective obligations under the WISE Agreement, (b) the enforceability against the County or the City of the WISE Agreement, or (c) the right, power or authority of the City to deliver or cause the delivery of all Controllable Waste to the Disposal System in accordance with this Acknowledgment.

3. The City and the Franchise Hauler each hereby represent that this Acknowledgment has been duly authorized by all necessary action of their respective governing bodies.

4. The Franchise Hauler shall deliver or cause to be delivered all Controllable Waste (including all Residue from the processing by any means, wherever conducted, of Controllable Waste), to the Designated Facility in the Waste Infrastructure System/Disposal System, and shall otherwise assist the City in complying with its obligations under the Waste Disposal Covenant in Section 3.1 of the WISE Agreement.

5. Unless expressly authorized by the Department, the Franchise Hauler shall only haul Controllable Waste to the Designated Facility.

6. The Franchise Hauler shall not haul Controllable Waste to any materials recovery facility, composting facility, intermediate processing facility, recycling center, transfer station or other waste handling or management facility unless the contract or other agreement or arrangement between the Franchise Hauler and the operator of such facility is sufficient in the opinion of the County to assure that the Residue from such facility constituting City Acceptable Waste (or Tonnage equivalencies) and the City Acceptable Waste transferred by such facility shall be delivered to the Disposal System in compliance with the Waste Disposal Covenant.

7. The Franchise Hauler shall pay the Contract Rate imposed by the County for the disposal of all Controllable Waste, which rate shall be subject to potential adjustment necessary to reflect the circumstances set forth in the Agreement.

8. Nothing in this Acknowledgment is intended to restrict any right or responsibility explicitly given the Franchise Hauler in any City Franchise Agreement to recycle City Acceptable Waste, except as provided in paragraph 5 above with respect to Residue from any such recycling operations.

9. The obligations of the Franchise Hauler under this Acknowledgment shall apply notwithstanding any provision of the Franchise which may conflict herewith.

10. This Acknowledgment may be enforced by the City by any available legal means. In any enforcement action by the City, the burden of proof shall be on the Franchise Hauler to demonstrate compliance herewith.

11. This Acknowledgment shall be in full force and effect and shall be legally binding upon the City and Franchise Hauler from the date hereof and shall continue in full force and effect until the earlier of (i) the end of the term of the Franchise or (ii) the end of the Term of the WISE Agreement.

12. The City and Franchise Hauler agree that the County shall be an express third-party beneficiary of this Acknowledgment, and shall be entitled to independently enforce the obligations of the Franchise Hauler hereunder.

There shall be no additional third party beneficiaries under this Acknowledgement.

13. The Franchise Hauler agrees to assist the County in verifying tonnage collected by the Franchise Hauler and providing information required by the County. The Franchise Hauler will provide upon request refuse tonnage collected within the County, and outside the County (if relevant to confirming tonnage origination), separated by jurisdiction, by load type (residential, commercial, roll-off box, etc.), and by facility to which it was delivered (specify which landfill or transfer station). Hauler will provide customer service levels and route lists. The Franchise Hauler will cooperate with County audits to verify reported origin of tonnage by making records and personnel available to the County and/or its auditors.

IN WITNESS WHEREOF, the parties have caused this Acknowledgment to be executed by their duly authorized officers or representatives as of day of , ______.

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Signature:

Printed Name:

Title:

APPROVED AS TO FORM:

By
City Attorney
Date
(Franchise Hauler)
Signature:

Printed Name:

Title:

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Appendix 5

ORGANIC SERVICES AGREEMENT

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Appendix 5

ORGANIC SERVICES AGREEMENT
Between

THE COUNTY OF ORANGE, CALIFORNIA
and
__________________________
Dated , 2025
County Authorization Date: City Authorization Date:

County Notice Address:

Director
OC Waste & Recycling
601 N. Ross Street 5th Floor
Santa Ana, CA 92701
City Notice Address:

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ORGANIC SERVICES AGREEMENT
THIS ORGANIC SERVICES AGREEMENT (“Organics Agreement” or “OSA”) is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the “County”), and the City designated on the cover page of this Agreement (the “City”). County and City may hereinafter be referred to singularly as “Party” or collectively as “Parties.”.

RECITALS
The County owns, manages and operates a Waste Infrastructure System to manage municipal and solid waste generated within the County of Orange or imported from outside the County pursuant to contractual agreements. The Waste Infrastructure System collectively includes active Class III sanitary landfills (“County Landfills”), resource recovery, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County.

County Landfills are used for the management of municipal solid waste pursuant to legislation including but not limited to the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code) (the “Act”) and the Short-lived Climate Pollutants Reduction Act (“SB 1383”). County Landfills are also subject to other State and federal regulations designed to ensure that landfill operations minimize the impacts to public health and safety and the environment.

Pursuant to Resolution, the County established the Waste Management Enterprise Fund pursuant to Government Code §25261 to ensure that all costs associated with the operation and management of the Waste Infrastructure System are financed by charges imposed for services provided by the Department and are not funded by tax revenue or the County General Fund.

The City, in the exercise of its police power, its powers under the Act, and other Applicable Law, has entered into a franchise or other agreement with or issued permits or licenses to one or more private haulers for the collection, recycling, diversion and disposal of municipal solid waste generated within the City.

A significant portion of municipal solid waste generated within the City historically has been and currently is delivered by such hauler or haulers to the County for disposal in the Disposal System.

Since 1997, the City and the County have provided for the management of municipal solid waste through Waste Disposal Agreements (“WDAs”), wherein the County agreed to provide disposal capacity for waste generated in the City, and the City agreed to deliver or cause the delivery of waste generated in the City to the Disposal System, as more specifically set forth in, and subject to the terms and conditions of the WDAs.

Starting in approximately 2014, the Legislature of the State of California passed several pieces of legislation (“Organics Legislation”) that require significant reductions in the disposal of Organic Waste. The purpose of the Organics Legislation is to mandate organics recycling and curtail the impacts of climate change by reducing greenhouse gas emissions such as methane. In this regard, the decomposition of organic material in the State’s landfills was identified as a significant source of methane that could be reduced.

Prior to the passage of Organics Legislation, Processed Green Material (“PGM”) could be utilized as Alternative Daily Cover (“ADC”) for landfill operations and qualified for diversion credit. However, passage of Assembly Bill 1594 resulted in PGM used as ADC no longer being eligible for diversion credit starting on January 1, 2020.

In addition to the loss of diversion eligibility for PGM used as ADC, SB 1383 requires a 50% reduction in the disposal of Organic Waste by January 1, 2020 and a 75% reduction of Organic Waste by January 1, 2025. In addition, the law requires 20% of edible food waste be recovered by 2025.

On April 23, 2019, the Orange County Board of Supervisors passed Resolution 19-031 to respond to the State’s increasing landfill diversion requirements and identified the need for additional organic processing infrastructure in the County and directed the Department to develop additional organics recycling infrastructure to support the region in meeting State organic recycling mandates. (See Attachment 4)

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To respond to Organics Legislation requirements, the County has developed an Organics Infrastructure that is comprised of organic processing facilities to receive and process Organic Waste to support the State’s Organic Legislation goals, promote local recycling, assist local jurisdictions in meeting their organic diversion requirements and correspondingly conserve capacity in the Disposal System.

In their effort to continue the concepts and purposes outlined in the WDAs and respond to Organics Legislation, the City and the County desire to enter into this Organics Agreement, on the terms and conditions set forth herein.

With the exception of the terms and organic specific provisions found in this Organics Agreement, the Parties intend that the provisions of the currently operative WDA and the replacement WISE Agreement that is being negotiated between the County and City are anticipated to become operative on July 1, 2026, be applied to this OSA.

The City has determined that the execution of this Organics Agreement by the City will serve the public health, safety and welfare of the City by providing enhanced organics processing to assist in the City in meeting its Organics Legislation diversion requirements, and the continuation of sound environmental management.

The County has determined that the execution by the County of this Organics Agreement will serve the public health, safety and welfare by providing a stable, predictable and reliable supply of organic material and the resulting service payment revenue to the Organics Infrastructure, thereby enabling the County to plan, manage, operate and finance improvements to the Organics Infrastructure System on a prudent and sound long term, businesslike basis consistent with its legal and regulatory obligations to the State and Federal government.

Official action approving this Organics Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof.

Official action approving this Organics Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the City on the City authorization date indicated on the cover page hereof.

It is, therefore, agreed as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION
SECTION 1.1 DEFINITIONS. The definitions provided in the WDA and yet to be executed WISE Agreement shall be incorporated into this Agreement. The following terms shall be added and have the meanings set forth below.
“Acceptable Organic Waste” means Residential Organic Waste that consists of Green Material/Wood Waste, Agricultural Material, Manure, Vegetative Food Material, Food Waste and other organic material as may be authorized under the County’s Compostable Material Handling Permits. “Attachment” means an attachment to this OSA, as the same may be amended or modified from time to time in accordance with the terms hereof.
“CalRecycle” means the California Department of Resources Recycling and Recovery, which is a branch of the California Environmental Protection Agency. CalRecycle oversees the State’s waste management and waste reduction programs. CalRecycle was established in 2010 to replace the California Integrated Waste Management Board and is responsible for the enforcement of legislation and regulations and diversion requirements applicable to the Waste Infrastructure System.
”City Acceptable Organic Waste” means all Acceptable Organic Waste which was originally discarded by the first generator thereof within the geographical limits of the City and Residue Waste from the foregoing wherever produced, whether withing or outside the City.

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“City Organic Tonnage Limit” the maximum amount of Controllable Organic Waste that County is committed to accept under the Organic Service Covenant as provided in Attachment 3. “Commencement Date” means the date on which the obligations of the parties hereto commence. “Contract Date” means the first date on which this OSA has been executed by both parties hereto. “Controllable Organic Waste” means all City Acceptable Organic Waste with respect to which the City has the legal or contractual ability to determine the processing location and procurement requirements as they relate to the City’s Organics Legislation compliance requirements.
“Consumer Price Index” or “CPI” means the Consumer Price Index published by the Bureau of Labor Statistics for Al Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG). In the event the forgoing index is no longer published during the term of this Agreement, such other index identified by the Bureau of Labor Statistics as a replacement or otherwise generally accepted as a replacement shall be used for purposes of this Agreement; and, in the absence thereof, the County Board of Supervisors shall select an index that it determines most closely reflects the forgoing and best implements the intent of this Agreement.
“Initial Term” has the meaning specified in Section 5.1(A) hereof. “Manure/Stable Bedding Program” means the programs used by the County to mix source separated uncontaminated horse manure and stable bedding into its Organic Infrastructure to create organic product. Current permit requirements set a maximum percentage of 20% manure/stable bedding (“Material”) by weight of total incoming feedstock. County agreement to accept Material is subject to payment of the Organic Contract Rate, available capacity, and compliance with the terms found in Attachment 2.
“Organic Contract Rate” has the meaning specified in Section 4.2 hereof. “Organic Diversion Credit” means credit provided to a local jurisdiction or entity for implementing the diversion of Organic Waste from landfilling through specific activities recognized by the Department of Resources Recycling and Recovery (CalRecycle) including composting, anaerobic digestion, or other methods to meet the State’s waste diversion goals and statutes such as Assembly Bill 939, Assembly Bill 341, Assembly Bill 1594, Assembly Bill 1826, and SB 1383 through waste prevention, reuse, and recycling. “Organic Infrastructure” means the County’s organics processing facilities and programs used to recycle and promote the processing and diversion of Organic Waste into compost or other material that qualifies as diversion under Applicable Law as described in more detail in Attachment 1. “Organics Legislation” means organics recycling legislation including Assembly Bill 1594, Assembly Bill 1826, SB1383 and any future legislation pertaining to the management and diversion of Organic Waste. “Organic ROWP Procurement Credit” means credit provided to a jurisdiction to meet their Recovered Organic Waste Procurement Target under SB 1383 by procuring Recovered Organic Waste Products as permitted by CalRecycle.
“Organics Agreement” means this Organic Services Agreement (“OSA”) between the County and the City as the same may be amended or modified from time to time in accordance herewith. “Organic Take-Back Goal” means the programs that City and County will work toward to create City programs that have the goal of City taking back its Proportional Share of finished compost or other Recovered Organic Waste Product for local application.
“Organic Waste” means solid wastes containing material originated from living organisms and their metabolic waste products including, but not limited to, food, green material, landscape and pruning waste, organic textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges as defined in Title 14 of the California Code of Regulations, Section 18982(a)(46).

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“Processed Green Material” (“PGM”) as defined in Title 27, California Code of Regulations §20690(b)(3) means any plant material that is either separated at the point of generation, or separated at a centralized facility that employs methods to minimize contamination. Green material includes, but is not limited to, yard trimmings, untreated wood wastes, paper products, and natural fiber products. Green material does not include treated wood waste, mixed demolition or mixed construction debris, manure, or plant waste from the food processing industry, alone or blended with soil. Processed green material may include varying proportions of wood waste from urban and other sources and shall be ground, shredded, screened, source separated for grain size, or otherwise processed. This PGM standard is the standard that Controllable Organic Waste must meet in order to be accepted at County’s Organic Infrastructure under the OSA.
“Proportional Share” means 60% of the weight of Controllable Organic Waste City delivered by City to County’s Organics Infrastructure.
“Recovered Organic Waste Product” or “ROWP” means compost, mulch, renewable energy (transportation fuel, electricity, and gas for heating) from anaerobic digestion, and electricity from biomass conversion. “Recycled City Organic Waste” means any otherwise Controllable Organic Waste which is separated from Acceptable Organic Waste by the generator thereof and composted by generator at home, community gardens or other processing and which is not placed in Franchise Hauler bin for collection. “Renewal Term” has the meaning specified in Subsection 5.1(C) hereof. “Residential Organic Waste” means Acceptable Organic Waste normally disposed of by or collected from residential (single family and multi-family) residences. "Residual Waste” means any contaminants, inert materials, overs, or Acceptable Organic Waste that could not be processed at the Department’s Organic Infrastructure that required to be dispose within the Disposal System. “Waste Disposal Agreement” (“WDA”) means the currently operative agreement between the Parties for the disposal of municipal solid waste that is currently set to expire on June 30, 2026. With the exception of specific or conflicting provisions provided in this Organics Agreement, the Parties agree that the terms found in the WDA shall be applied to the interpretation of this OSA. For the purpose of interpretation of this OSA, the Parties also intend that the WDA be read to include terms such as Controllable Organic Waste, where appropriate. “Waste Infrastructure System” or “Disposal System” means active Class III sanitary landfills (“County Landfills”), closed landfills managed by the County, resource recovery operations, Organics Infrastructure, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County. “Waste Infrastructure System Enterprise Agreement” or “WISE Agreement” means each of the agreement between the parties that is expected to replace the current WDA that is set to expire on June 30, 2026.

SECTION 1.2 INTERPRETATION. In this Agreement, unless the context otherwise requires:

References Hereto. The terms “hereby”, “hereof”, “herein”, “hereunder”, “herewith”, and any similar terms refer to this Agreement, and the term “hereafter” means after, and the term “heretofore” means before, the Contract Date.

Gender and Plurality. Words of the masculine gender mean and include correlative words of the feminine and neuter genders and words importing the singular number mean and include the plural number and vice versa.

Persons. Words importing persons include firms, companies, associations, general partnerships, limited partnerships, trusts, business trusts, corporations and other legal entities, including public bodies, as well as individuals.

Headings. The table of contents and any headings preceding the text of the Articles, Sections and subsections of this Agreement shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

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No Third Party Beneficiaries. Nothing in this Agreement is intended to confer on haulers or any other person other than the parties hereto and their respective permitted successors and assigns hereunder any rights or remedies under or by reason of this Agreement.

Counterparts. This Agreement may be executed in any number of original counterparts. All such counterparts shall constitute but one and the same Agreement.

Applicable Law and Venue. This Agreement 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 Agreement, 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.

Severability. If any clause, provision, subsection, Section or Article of this Agreement shall be ruled invalid by any court of jurisdiction, then the parties shall: (1) promptly meet and negotiate a substitute for such clause, provision, subsection, Section or Article which shall, to the greatest extent legally permissible, effect the intent of the parties therein; (2) if necessary or desirable to accomplish item (1) above, apply to the court having declared such invalidity for a judicial construction of the invalidated portion of this Agreement; and (3) negotiate such changes in, substitutions for or additions to the remaining provisions of this Agreement as may be necessary in addition to and in conjunction with items (1) and (2) above to effect the intent of the parties in the invalid provision. The invalidity of such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions hereof, and this Agreement shall be construed and enforced as if such invalid portion did not exist, unless such invalidity frustrates the underlying primary purpose of the Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES
SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE CITY. The City represents and warrants that:
(A) Existence. The City is a general law or charter city or a Special District or Sanitary District validly existing under the Constitution and laws of the State. (B) Due Authorization. The City has duly authorized the execution and delivery of this Organics Agreement, and this Organics Agreement has been duly executed and delivered by the City.

SECTION 2.2 REPRESENTATIONS AND WARRANTIES OF THE COUNTY. The County represents and warrants that:
(A) Existence. The County is a political subdivision of the State of California validly existing under the Constitution and laws of the State.
(B) Due Authorization. The County has duly authorized the execution and delivery of this OSA, and this OSA has been duly executed and delivered by the County.

ARTICLE III

DELIVERY AND ACCEPTANCE OF

ORGANIC WASTE AND PROVISION OF

ORGANIC PROCESSING SERVICES
SECTION 3.1 DELIVERY OF ORGANIC WASTE.
(A) Organic Waste Covenant. Subject to the occurrence of the Commencement Date and throughout the Term of this OSA, and subject to available Organic Infrastructure capacity, the City shall exercise all legal and contractual power and authority which it may possess from time to time to deliver or cause the delivery of all Controllable Organic Waste (up to City’s Organic Tonnage Limit as provided in Attachment 3) to the Waste

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Infrastructure System in accordance with the terms of this OSA. (B) Recycled City Organic Waste.

1. Non-Mandatory Organic Waste City Programs: The parties hereto acknowledge the responsibility of the City to meet its own recycling and landfill diversion goals contained in the Act and Organics Legislation.

Nothing in this Agreement is intended or shall be interpreted to prohibit or impair the ability of the City to meet such responsibilities, or to restrict the right of the residents, businesses or organizations in the City to practice source separation, recycling, composting or other materials recovery activities, or to restrict the right of the City to conduct, sponsor, encourage or require such activities in any form. No reduction in the amount of Controllable Organic Waste generated in the City and delivered to the Organic Infrastructure by or on behalf of the City which may result from any such source separation or recycling program shall cause the City any liability hereunder (other than potential adjustment to the Organic Contract Rate as may be negotiated by the Parties as authorized under this OSA, and shall not constitute a breach of this Agreement.)

2. Mandatory Organic Waste City Collection Programs: City shall provide data and information to County regarding City’s mandatory Organic Waste collection programs including but not limited to the tonnage of organics collected by the City for diversion under this OSA. The information will be used to provide education and outreach for participation with the goal of minimizing contamination and increasing diversion. (C) Organic Diversion Credit. City shall receive Organic Diversion Credit for City’s Controllable Organic Waste minus any Residual Waste delivered by City and accepted by County and processed into Recovered Organic Waste Product at the County’s Organic Infrastructure. (D) Organic ROWP Procurement Credit. City shall receive Organic ROWP reports for finished recovered organics waste products procured from County that meets the procurement requirements of Title 14 of the California Code of Regulations, Section 18993.1 et seq. City shall receive Organic ROWP Procurement Credit as follows:

1. County will assist City in developing local City programs and opportunities designed to enable the City to meet its own ROWP requirements.

2. City shall be entitled to “take back” its Proportional Share of SB 1383 compliant, STA Certified compost, mulch or other ROWP products from County Organics Infrastructure and used as ROWP Procurement Credit.

3. County will provide reports and allocate credit associated with City resident ROWP pickup as well as commercial landscapers from City that collect ROWP from County Organic Infrastructure.

4. City will be eligible to receive ROWP Procurement Credit for excess Acceptable Recovered Organic Waste Product that County is able to market beyond that needed for the County unincorporated areas or that is not otherwise committed. (*County makes no guarantees that it will provide City with 100% ROWP Procurement Credit.)
(E) Organic Take-Back Goal. City is not required to “take back” its Proportional Share of STA Certified finished compost, mulch, or other ROWP from the County’s Organic Infrastructure, however City and County will work toward creating City programs that have the goal of City taking back its Proportional Share of finished compost or other Recovered Organic Waste Product for local application (“Organic Take-Back Goal”) to meet City’s ROWP procurement requirements.
(F) Procurement of Additional ROWP. Pursuant to terms agreeable to both Parties, City may request to procure Recovered Organic Waste Product in addition to its Proportional Share within the same Contract Year.
(G) OSA Conditions. As a condition of participating in the County’s Organics Infrastructure,

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City agrees to the following terms:

1. All Controllable Organic Waste delivered to the County’s Organics Infrastructure shall meet the standards as set forth in Attachment 2;

2. City or its Franchise Hauler shall pay the Organics Contract Rate for all Organic Waste delivered to the County’s Organic Infrastructure for processing into Recovered Organic Waste Product;

3. City shall provide information to County on a quarterly basis that identifies where Controllable Organic Waste being delivered to the County’s Organic Infrastructure originated and shall ensure that the organic material being delivered meets the definition of City Acceptable Organic Waste.

4. Bulk ROWP: City shall be entitled to arrange for the Take Back (at City cost) from County Organic Infrastructure compost, mulch and other Recovered Organic Waste Product in bulk form free of charge.

5. Non-Bulk ROWP: County may establish separate fees for provision of non-bulk material including but not limited to bagged material or compost wattles. City shall be entitled to arrange for the Take Back of Non-Bulk ROWP at City cost.

6. City’s Proportional Share shall be calculated as 60% of the weight of Controllable Organic Waste City delivers to County’s Organics Infrastructure by City. (H) No Right of Organic Waste Substitution. Nothing in this Agreement shall authorize or entitle the City to deliver, or cause the delivery to the County’s Organic Infrastructure, Acceptable Organic Waste originating from or generated outside the jurisdiction of the City, nor obligate the County to receive or dispose of any such Acceptable Organic Waste into the Waste Infrastructure System. The City shall not assign in whole or in part its right to deliver or cause to be delivered Controllable Organic Waste to the County hereunder, and shall not permit any Acceptable Organic Waste originating from or generated outside the jurisdiction of the City to be substituted for Controllable Organic Waste for any purpose hereunder.

SECTION 3.2 PROVISION OF ORGANIC PROCESSING SERVICES BY THE COUNTY. (A) Organic Service Covenant. Commencing on the Commencement Date, the County shall provide or cause the provision of the service of receiving and processing of City’s Controllable Organic Waste (up to the City Organic Tonnage Limit provided in Attachment 3) at the County’s Organics Infrastructure as described in more detail in Attachment 1. The County shall exercise all reasonable efforts to minimize the costs incurred in complying with the Organic Service Covenant consistent with prudent solid waste management practice and environmental considerations and under Applicable Law.
(B) Receipt of Controllable Organic Waste. Upon acceptance of the Controllable Organic Waste that meets the PGM standards provided in Attachment 2, County shall process the Organic Waste into compost, mulch or other ROWP as specified in Title 14 of the California Code of Regulations Section 18993.1 (C) Education and Outreach. The Department will assist the City and its hauler in their efforts on Organic education and outreach with the goal of the City meeting its organic diversion and ROWP procurement requirements.
(D) Designated Facilities. County and City will coordinate in determining the primary organic processing facilities and tonnages (as reflected in Attachment 1) used for receiving and processing of Controllable Organic Waste. The Department shall immediately advise the City by telephone of any situation, event or circumstance which results in the partial or complete inability of the County to receive Controllable Organic Waste at any particular County Organics Infrastructure within the Waste Infrastructure System, its effect on the County’s ability to perform its obligations hereunder, and the County’s best estimate of the probable duration. The Department shall confirm such advice in writing within twenty four (24) hours of the occurrence of any such inability. The County shall use its best efforts to resume normal operation of the Organics Infrastructure primarily used by the City as soon as possible. In the event a situation, event or circumstance results in the partial or complete inability of the County to receive Controllable Organic Waste at any particular County Organics Infrastructure within the Waste Infrastructure System the County shall have the right to redirect Controllable Organic Waste to another landfill or County Organics Infrastructure within the Waste Infrastructure System for the duration of the situation, event or circumstance; In no event shall the County be required to accept Controlled Organic Waste if it does not have sufficient permitted organic processing capacity

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within the Waste Infrastructure System.
(E) Compliance with Service Covenant Not Excused for any Reason. Commencing on the Commencement Date, and subject to the terms of this Agreement, the obligations of the County to duly observe and comply with the Organic Service Covenant, in accordance with Applicable Law, shall apply continuously and without interruption for the Term of this OSA. In the event that any Change in Law, situation, event or other Uncontrollable Circumstance impairs or precludes compliance with the Organic Service Covenant by the means or methods then being employed by the County, the County shall use best efforts to implement alternative or substitute means and methods to enable it to satisfy the terms and conditions of the Service Covenant. In the event that a Change in Law precludes the County from complying with such covenants with the means or methods then being employed and from utilizing any alternate or substitute means or methods of compliance, the County shall continuously use all reasonable efforts to effectuate executive, legislative or judicial change in or relief from the applicability of such law so as to enable the County lawfully to resume compliance with such covenants as soon as possible following the Change in Law.

County failure to duly observe and comply with the Organic Service Covenant due to its efforts to comply with Applicable Law, shall not constitute a breach under this Organics Agreement, and shall excuse County performance to the extent necessary to comply with Applicable Law.

If the alternative or substitute means and methods proposed for the County to observe and comply with the Organic Service Covenant are more costly than the previously used means and methods, the Parties shall negotiate a mutually agreeable new Organic Contract Rate. If the Parties are unable to agree on a new Organic Contract Rate, the Parties may terminate this agreement without penalty with ninety (90) days notice.

SECTION 3.3 COUNTY RIGHT TO REFUSE ORGANIC WASTE.
(A) Right of Refusal. Notwithstanding any other provision hereof, the County may refuse delivery of:
(1) Hazardous Waste;
(2) Acceptable Organic Waste delivered by City but originating from or generated outside the jurisdiction of the City;
(3) Acceptable Organic Waste delivered in excess of the City Organic Tonnage Limit listed in the Attachment 3;
(4) Acceptable Organic Waste in excess of permitted limits; (5) Acceptable Organic Waste that would result in County violating Applicable Law; (6) Controllable Organic Waste that does not meet the requirements found in Attachment 2;
SECTION 3.4 COUNTY PROVISION OF OTHER ORGANIC WASTE DIVERSION SERVICES. (A) Food Waste Processing and Diversion. County is in the process of evaluating the options and feasibility of development of a Commercial Food Waste Processing Infrastructure. If developed, City will be provided an opportunity to participate in this service on terms separately agreed to by the Parties. (B) Edible Food Recovery Programs. County is in the process of evaluating the options and feasibility of development of regional County-wide edible food recovery programs to assist Cities in meeting State mandated goals. The intent of Edible Food Recovery to address the food hierarchy and wasted food scale on a regional level through collaboration of all jurisdictions, key local, State and federal stakeholders, the non-profit sector and business sector. City agrees to cooperate with County efforts and collaborate on data analysis and reporting to provide jurisdictions reports for compliance under SB1383.

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(C) Separate City -County Diversion Service Agreements. Nothing in this Agreement is intended to limit the right of the County to enter into a separate agreement with the City or any other person, jurisdiction, or entity to provide source reduction, materials recovery, recycling, composting or other waste diversion services.

ARTICLE IV

ORGANIC CONTRACT RATE
SECTION 4.1 CHARGING AND SECURING PAYMENT OF ORGANIC CONTRACT RATE.

The City acknowledges that the County shall have the right to charge and collect an Organic Contract Rate for the acceptance and processing of Controllable Organic Waste delivered to the Organic Infrastructure by City or its Franchise Hauler. City acknowledges that the County shall have the right to establish as part of the operating rules and regulations reasonable measures to secure the payment of all Organic Contract Rates.

SECTION 4.2 ORGANIC CONTRACT RATE.
(A) Establishment of Contract Rate. The Organic Contract Rate payable by each City or Franchise Hauler shall be $67/Ton up to the City Organic Tonnage Limit. (B) Special Charges. Notwithstanding Section 4.2(A), the County shall have the right to impose special charges for items such as bagged material or compost wattles; new or expanded services; or receipt of hard to handle materials, such as bulky materials, construction and demolition debris, tree stumps, biosolids and sludge. Such special charges shall be calculated to reflect the reasonable incremental costs to the County of providing the new or expanded services or accepting such hard to handle materials. (C) Escalation.

1. Annual CPI Adjustment: The Organics Contract Rate shall be adjusted each July 1, beginning 2027. The change will be equal to the percentage change in the Consumer Price Index - Consumer Price Index for Al Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG) as measured from the October twenty one (21) months prior to the rate adjustment to the October immediately preceding the rate adjustment. In the event that the change in the change in CPI as described above is negative rather than positive, no rate adjustment will be made for that year.

Organic Contract Rate True-up: County will notify City prior to April 30, 2029 (and every three (3) years thereafter) and advise whether actual inflation rate since execution should be frozen for a period of time (in circumstances where Department revenues exceed Department Full Cost Recovery needs) or to determine whether the Organic Contract Rate should be increased beyond CPI as described above (in circumstances where Department costs exceed CPI) to ensure that Department revenues meet Full Cost Recovery.

2. Adjustment Resulting from Increased Fees: In addition to the other adjustments specified herein, the Organic Contract Rate shall be automatically adjusted to reflect the imposition of new fees or increases in existing fees relating to the County’s processing of Controllable Organic Waste imposed by State, federal or other agencies. The County shall provide notice of any increase pursuant to this Section as soon as practicable after becoming aware of the imposition of any fees described above.

ARTICLE V
TERM
SECTION 5.1 EFFECTIVE DATE AND TERM.
(A) Initial Term. This Organic Services Agreement shall become effective, shall be in full force and effect and shall be legally binding upon the City and the County from the Contract Date and shall continue in full force and effect until June 30, 2036, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination.

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(B) Bi-Annual Opener. In light of the significant changes in law by the California Legislature to address climate change, the Parties agree to meet at least bi-annually or earlier at the request of County to review the Organic Contract Rate and discuss the need for additional investment into the Organic Infrastructure to respond to existing or new legislative requirements, diversion requirements, provision of new services, or other matters of mutual concern to the Parties.
(C) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of the Parties, on or before June 30, 2036 for an additional term of 10 years (the “Renewal Term”) on the same terms and conditions as are applicable during the Initial Term hereof or on amended terms as may be mutually agreed to by the Parties. The City shall give the County written notice of its election to renew this Agreement on or before June 30, 2034. If the parties do not execute a renewal of this Agreement prior to June 30, 2036 it shall expire.

ARTICLE VI

GENERAL PROVISIONS
SECTION 6.1 NOTICES. Any notice or communication required or permitted hereunder shall be in writing and sufficiently given if delivered in person or sent by certified or registered mail, postage prepaid, to the notice address of the respective Parties set forth on the cover page of this Agreement. Changes in the respective addresses to which such notices may be directed may be made from time to time by any Party by notice to the other Party.

SECTION 6.2 ATTORNEYS FEES. In any action or proceeding to enforce or interpret any provision of this Agreement, each Party shall bear their own attorney’s fees, costs and expenses.

SECTION 6.3 RELATIONSHIP OF THE PARTIES. Neither party to this Agreement shall have any responsibility whatsoever with respect to services provided or contractual obligations or liabilities assumed by the other party hereto, whether accrued, absolute, contingent or otherwise, or whether due or to become due. The County is an independent contractor of the City and nothing in this Agreement shall be deemed to constitute either party a partner, agent or legal representative of the other party or to create any fiduciary relationship between the parties.

SECTION 6.4 NO CONSEQUENTIAL OR PUNITIVE DAMAGES. In no event shall either Party hereto be liable to the other or obligated in any manner to pay to the other any special, incidental, consequential, punitive or similar damages based upon claims arising out of or in connection with the performance or non- performance of its obligations or otherwise under this Agreement, or the material inaccuracy of any representation made in this Agreement, whether such claims are based upon contract, tort, negligence, warranty or other legal theory.

SECTION 6.5 AMENDMENTS. Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written agreement duly authorized and executed by both Parties.

SECTION 6.7 NOTICE OF LITIGATION. Each Party shall deliver written notice to the other of any Legal Proceeding to which it is a party and which questions the validity or enforceability of this Agreement executed by the City or the County or any Legal Entitlement issued in connection herewith.

SECTION 6.8 FURTHER ASSURANCES. At any and all times the City and the County so far as may be authorized by law shall pass, make, do, execute, acknowledge and deliver any and every such further resolutions, acts, deeds, conveyances, instruments, assignments, transfers and assurances as may be necessary or reasonably requested by the other in order to give full effect to this Agreement.

SECTION 6.9 ASSIGNMENT OF AGREEMENT. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either Party hereto without the prior written consent of the other Party, which may be withheld in the other Party’s sole discretion. Notwithstanding the foregoing, either Party may assign this Agreement to another public entity, subject to the reasonable consent of the other party. In such circumstances the Party not requesting the assignment shall have the right to demand assurances of the financial, technical and legal ability of the proposed assignee to undertake the responsibilities and obligations of the assigning Party.

SECTION 6.10 BINDING EFFECT. This Agreement shall bind and inure to the benefit of the Parties hereto and any successor or assignee acquiring an interest hereunder consistent with the provisions of Section 6.9 hereof.

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Signature Page to Follow

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IN WITNESS WHEREOF, COUNTY and CITY have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written.

COUNTY OF ORANGE
Date By
Director, OC Waste & Recycling
APPROVED AS TO FORM:

COUNTY COUNSEL

ORANGE COUNTY, CALIFORNIA
By
Date
Date By
[NAME]
City Representative
City of XX
Date By
[NAME]
City Representative
City of XX
APPROVED AS TO FORM:

By
City Attorney
Date

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Attachment 1

COUNTY OF ORANGE ORGANIC INFRASTRUCTURE

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Attachment 1

COUNTY OF ORANGE ORGANIC INFRASTRUCTURE
The County of Orange owns and operates a network of three commercial organic processing facilities co-located at each of the active landfills. Each of the organic processing facilities have the ability to receive organic material and to produce organic products for cities to meet their Take-Back requirements specified within this agreement. Products produced at the organic processing facilities meet CalRecycle’s SB 1383 procurement requirement and are certified under the US Composting Council’s Standard of Testing Assurance (STA) Program. Product offerings include compost and composted mulch. Additional products may be offered as determined by the County.

A summary of each of the organic processing facilities is listed below:

Valencia Greenery (Co-Located at Olinda Alpha Landfill) 1942 N. Valencia Avenue
Brea, CA 92823
Permitted Maximum Tonnage (Open Windrow): 94 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 228 tons per day Permitted Hours of Operation: Monday through Saturday 6:00 am to 4:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week Bee Canyon Greenery (Co-Located at Frank R. Bowerman Landfill) 11002 Bee Canyon Access Road
Irvine, CA 92602
Permitted Maximum Tonnage (Open Windrow): 210 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 876 tons per day Permitted Hours of Operation: Monday through Saturday 7:00 am to 5:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week Capistrano Greenery (Co-Located at Prima Deshecha Landfill) 32250 Avenida La Pata
San Juan Capistrano, CA 92675
Permitted Maximum Tonnage (Open Windrow): 204 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 536 tons per day Permitted Hours of Operation: Monday through Saturday 7:00 am to 5:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week This list may be modified/expanded at the discretion of the County.

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Attachment 2

SPECIFICATIONS FOR CONTROLLABLE ORGANIC WASTE AS PROCESSED GREEN WASTE

MATERIAL (PGM) AT COUNTY ORGANIC INFRASTRUCTURE

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Attachment 2

SPECIFICATIONS FOR CONTROLLABLE ORGANICE WASTE AS PROCESSED GREEN WASTE

MATERIAL (PGM) AT COUNTY ORGANIC INFRASTRUCTURE

DESCRIPTION
Processed Green Material (PGM) consists of yard waste, grass clippings, leaves, tree trimmings and plant-based materials which have been sorted to remove contamination and processed by shredding or grinding. PGM should not contain manure, stable waste or pet waste, which can create odors.

Processed Green Material is defined as following (California Code of Regulations, Title 27, Division 2, Subdivision 1, Chapter 3, Subchapter 4, Section 20690 [b] [3]):
• Processed Green Material – means any plant material that is either separated at the point of generation or separated at a centralized facility that employs methods to minimize contamination. Green material includes, but is not limited to, yard trimmings, untreated wood wastes, paper products, and natural fiber products. Green material does not include treated wood waste, mixed demolition or mixed construction debris, manure, or plant waste from the food processing industry, alone or blended with soil. Processed green material may include varying proportions of wood waste from urban and other sources and shall be ground, shredded, screened, source separated for grain size, or otherwise processed.

CONTAMINANT DEBRIS
The PGM should be free from all contaminant debris (glass, plastic, film plastic, metals, etc.) as well as salt and deleterious material such as clods, coarse objects, rocks, inert debris, and Material Recovery Facility (“MRF”) fines.

County personnel visually inspect the PGM loads as they come in, making sure that the specifications are met and to determine if the loads are contaminated (i.e., mixed with paper, plastics and other trash.) If the loads appear to have unacceptable contamination in excess of 0.5% either by weight or volume, the PGM loads will not be allowed into the Organic Infrastructure and the City and/or hauler will be notified that contaminated PGM loads are unacceptable. The PGM will be deemed as municipal solid waste and the City and/or hauler will have the option to take the material to the landfill for disposal or be returned to the hauler’s facility for additional processing. For material that is physically dumped at the unloading area and is deemed unacceptable by OC Waste & Recycling staff, the material will be reloaded into the transfer vehicle for reprocessing at hauler’s processing facility or sent to the landfill for disposal.

Hauler will be charged the current “Hard-to-Handle” fee for re-loading services and disposal of unacceptable material.

SIZE
The particle size of the PGM acceptable is between ½-inch and 3 inches in length between ½-inch and 1 inch in width and between ½-inch and 1 inch in thickness. No particle should exceed 3 inches in any dimension.

MOISTURE CONTENT
The moisture content of the PGM should be in the range of 50-60 percent. If the PGM’s moisture content is unacceptable and cannot be received for processing at the County’s Organic Infrastructure Facilities, the material will be re-loaded into the transfer vehicle for reprocessing at hauler’s processing facility or sent to the landfill for disposal.

The hauler will be charged the current “Hard-to-Handle” fee for re-loading services and disposal of unacceptable material.

FOOD WASTE
Residential food waste mixed with PGM as part of a city organic collection program is acceptable provided that the food waste is free of contaminant debris (glass, plastic, food packaging, non-compostable silverware, soiled napkins,

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etc.). No commercial or source-separated food waste will be accepted except for cases where the County has entered into an agreement with a City to accept specific source separated organic material as Additional Feedstock as described below.

SOURCE SEPARATED MANURE
Subject to available capacity, City and/or Hauler may bring non-residential, source separated manure and stable bedding pursuant to the following Manure/Stable Bedding Program requirements:

1. Material Quantity: manure/stable bedding must be uncontaminated which means free of any hazardous materials, food waste packaging, plastics, glass, and any large bulky items and inert materials that need to be further sized or removed for composting. (“Material”)

2. Material Volume: County and City/Hauler will determine the anticipated volume of Material to ensure that the County’s Organic Infrastructure has sufficient capacity to manage the proposed amount of Material.

3. Material will be load checked to determine if it meets the established quality standards. If contaminants exceed

0.5% (by weight or volume), the load is deemed contaminated and not meeting quality standard for use in the Manure/Stable Bedding Program.

4. Material that is deemed unacceptable will be subject to the fees established by OCWR for this material type.

Material that does not meet the established quality standards will be charged as follows:
a. If determined not to meet quality standards before Material is unloaded, standard disposal rates will apply.
b. If determined not to meet quality standards after Material is unloaded (or partially unloaded), hard-to-handle disposal rates will apply.

5. Material Delivery:
a. All Material deliveries will be scheduled and coordinated with OCWR prior to delivery. Any changes to material delivery quantities or days will be coordinated with OCWR prior to making the change.
b. While OCWR will remain as flexible as possible on timing of deliveries, material deliveries will be limited to Monday through Friday between 8:00 am and 2:00 pm and subject to holiday schedules. Should the delivery times change, then OCWR shall give two (2) days prior notice of the delivery time change.
c. Upon delivery, OCWR staff will record exact tonnage, name of hauler/transporter provider, and note distinguishing characteristics of feedstock and other pertinent information. d. Deliveries made without OCWR prior approval may be refused or charged at the established rate.
e. OCWR reserves the right to deny a request to deliver for any reason. (i.e., OCWR does not guarantee that it will accept manure/stable bedding under this program. Instead, OCWR will accept Material based on its operational need and will make every effort to accommodate City’s/hauler Material except when a reduction or stoppage is needed.)

ADDITIONAL FEEDSTOCK
The County at its discretion may accept additional material types such as food waste and manure based on availability and permitting conditions at each of the County’s organic processing facilities. The County will work with City to identify the specifications for accepting the material types including scheduling of deliveries and quantities.

CHANGES TO SPECIFICATIONS
County reserves the right to modify the Specifications found in this Appendix due to a change in law or regulation or in consideration of operational or Organic Processing Infrastructure needs. County shall provide 90 days notice regarding changes to this Appendix.

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Attachment 3

CITY ORGANIC TONNAGE LIMIT

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Attachment 3

CITY ORGANIC TONNAGE LIMIT
The City Organic Tonnage Limit listed in the Attachment is the maximum amount of Controllable Organic Waste that County is committed to accept under the Organic Service Agreement.

Jurisdiction Designated Greenery City Organic Tonnage Limit Daily Limit1 Monthly Limit2 Annual
Limit
TBD ________tons _________ tons _______ tons
TBD
TBD
TBD

1. Daily Limit includes up to 20% by weight of source separated manure and stable bedding.

2. In the event City delivers less than their monthly limit, County may allocate unused City capacity at its discretion.

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Attachment 4

ORGANIC INFRASTRUCTURE RESOLUTION

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FRANCHISE HAULER ACKNOWLEDGMENT
THIS FRANCHISE HAULER ACKNOWLEDGMENT, dated as of April 7,2026 (the “Acknowledgment”), and between the City of La Palma (the “City”) and EDCO Disposal (the “Franchise Hauler”).

WITNESSETH
WHEREAS, the City and the Franchise Hauler have heretofore entered into an agreement entitled [INSERT TITLE OF YOUR FRANCHISE AGREEMENT] dated as of [INSERT DATE FRANCHISE AGREEMENT WAS EXECUTED] (the “Franchise”); and
WHEREAS, the City has issued to the Franchise Hauler a permit, license, approval or other authorization the “Authorization”) which allows the Franchise Hauler to provide solid waste collection services within the City; and
WHEREAS, the Franchise [REPLACE THIS AND SUBSEQUENT INSTANCES OF “Franchise” with “Authorization” IF YOUR AGENCY’S AGREEMENT IS NOT A FRANCHISE AGREEMENT; DELETE THIS BLUE HIGHLIGHTED TEXT] provides for the collection and disposal of certain municipal solid waste as described therein (“Franchise Waste”) generated within the City; and WHEREAS, the County of Orange (the “County”) owns, manages and operates a Waste Infrastructure System that is permitted to accept or process Acceptable Waste for disposal or diversion; and WHEREAS, the City and the County have heretofore entered into a Waste Infrastructure System Enterprise Agreement (the “WISE Agreement”), dated as of April 7,2026; and WHEREAS, the WISE Agreement details responsibilities for disposal of municipal solid waste and may include processing of identified Organic Waste for diversion, generated within the boundaries of the City, and determine that the execution of the WISE Agreement will serve the public health, safety and welfare of the residents of the City and County, by maintaining public ownership and stewardship over the Waste Infrastructure System and providing disposal rate stability, predictable and reliable long-term disposal service, enhanced organics processing to assist the City in meeting its organics diversion requirements, and the continuation of sound environmental management; and
WHEREAS, under the WISE Agreement, the County has agreed to provide long-term disposal of all municipal solid waste generated within the City and may also provide for Organic Waste processing under an OSA and the City has agreed to exercise all legal, and contractual power which it possesses from time to time to deliver or cause the delivery of such waste to the Waste Infrastructure System; and WHEREAS, the provisions of the WISE Agreement guarantee capacity for the long term disposal and processing of waste at specified rates generated in the City provide significant benefits to the Franchise Hauler; WHEREAS, notwithstanding any Franchise provisions to the contrary, the Franchise Hauler explicitly acknowledges the aforementioned benefits to the City, the County and the Franchise Hauler in providing for the disposal of all Franchise Waste to the Waste Infrastructure System; and WHEREAS, the City and the Franchise Hauler desire to enter into this Acknowledgment to assure that the City and the Franchise Hauler will be entitled to the benefits of the WISE Agreement and to assure conformity with the waste delivery obligations which have been agreed to by the City under the WISE Agreement through the delivery of waste by the Franchise Hauler to the Waste Infrastructure System; and WHEREAS, the Franchise Hauler’s agreement to deliver Franchise Waste to the Disposal System under this Acknowledgment is given in consideration of the Franchise Hauler’s right to receive the Contract Rate for such disposal and processing as provided in the WISE Agreement.

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1. Capitalized terms used and not otherwise defined herein are used as defined in the WISE Agreement.

2. The Franchise Hauler hereby waives any right which it may possess under applicable law to contest on any ground, constitutional, statutory, case law, administrative or otherwise, (a) the right, power or authority of the County or the City to enter into or perform their respective obligations under the WISE Agreement, (b) the enforceability against the County or the City of the WISE Agreement, or (c) the right, power or authority of the City to deliver or cause the delivery of all Controllable Waste to the Disposal System in accordance with this Acknowledgment.

3. The City and the Franchise Hauler each hereby represent that this Acknowledgment has been duly authorized by all necessary action of their respective governing bodies.

5. Unless expressly authorized by the Department, the Franchise Hauler shall only haul Controllable Waste to the Designated Facility.

9. The obligations of the Franchise Hauler under this Acknowledgment shall apply notwithstanding any provision of the Franchise which may conflict herewith.

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The Franchise Hauler will cooperate with County audits to verify reported origin of tonnage by making records and personnel available to the County and/or its auditors.

IN WITNESS WHEREOF, the parties have caused this Acknowledgment to be executed by their duly authorized officers or representatives as of _____ day of __________, 2026. “CITY”
Signature:

Printed Name:

Title:

APPROVED AS TO FORM:

By
City Attorney
Date
“FRANCHISE HAULER”
Signature:

Printed Name:

Title:

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Agenda Item No. 7 April 7, 2026 | 1
City of La Palma
Agenda Item No. 7
MEETING DATE: April 7, 2026
TO: City Council
FROM: City Manager
SUBMITTED BY: Jake Chavira, Acting Community Development & Public Works Director
AGENDA TITLE: Enterprise Fleet Vehicle Purchase Agreement (Police/Public Works) RECOMMENDED ACTION:

Authorize the City Manager to execute a Vehicle Fleet Purchase Agreement for the Police and Public Works Departments.

BACKGROUND:

The City’s Public Works light-duty fleet currently includes 16 vehicles used for daily operations. In recent years, the City has begun addressing the aging fleet and has successfully replaced 5 vehicles as part of the program. Despite these improvements, a number of vehicles in the fleet remain over ten years old, which continues to result in increased maintenance costs, unscheduled repairs, and operational downtime. Many of the older vehicles also lack modern safety features and updated emissions technologies. Vehicle replacements had been deferred for several years to achieve overall budget savings. As a result, portions of the fleet exceeded their anticipated service life. Over the next five years, the City will need to continue replacing remaining aging light-duty vehicles used for Public Works operations. These costs are budgeted annually until sufficient funds are accumulated for replacement. In many cases, vehicles are retained beyond their planned replacement cycle, resulting in funds accumulating in the Vehicle Replacement Fund while the fleet continues to age.

When vehicles are replaced, the retired vehicles are typically sent to auction, where the City receives modest proceeds after auction fees. To address the need to replace and manage the fleet more efficiently, staff has evaluated the benefits and costs of utilizing an Open-End Equity Leasing Program through Enterprise Fleet Management over the next five years compared to purchasing vehicles outright.

Police Department
For the upcoming fiscal year, the Police Department will be utilizing Enterprise Fleet Management services for the first time as part of the City’s overall fleet strategy. After reviewing the program and recognizing the operational and financial benefits, the Police Department has elected to participate in Enterprise’s fleet management program. This program will provide improved vehicle lifecycle planning, maintenance tracking, and scheduled replacement of police vehicles. By participating in this program, the City can help ensure police vehicles remain reliable, safe, and operationally ready while

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Agenda Item No. 7 April 7, 2026 | 2
improving long-term fleet management and cost predictability.

SUMMARY:

Staff met with representatives of Enterprise Fleet Management (Enterprise) to discuss and analyze Open-End Vehicle Equity Leasing as an alternative to purchasing vehicles outright. Over the past five years, the Public Works Department has utilized Enterprise Fleet Management services and has experienced benefits including improved vehicle lifecycle planning, reduced maintenance costs, and more predictable replacement scheduling. Based on the program's success within Public Works, the Police Department will participate in Enterprise Fleet Management services for the first time during the upcoming fiscal year.

The primary goals and benefits of this program include:

1. Total Cost of Ownership Model
The City’s goal is to achieve the lowest total cost of ownership for its fleet. This model considers acquisition costs, maintenance expenses, fuel costs, staff time, and resale value at vehicle disposal.

Enterprise provides Open-End Leases for light-duty vehicles that typically have a three to five-year term. Open-End Leases allow the City to pay for the value of the vehicle that is used while retaining the ability to sell the vehicle at the most appropriate time to maximize resale value. Proceeds from the resale equity are returned to the City either as a payment or applied toward the cost of replacement vehicles.

This approach allows the City to maintain a disciplined vehicle replacement schedule while avoiding large upfront capital expenditures required when purchasing vehicles outright. Additionally, newer vehicles typically have lower maintenance and fuel costs compared to vehicles kept in service for 12 years or more.

Police Department Benefits
Beginning this fiscal year, the Police Department will participate in the Enterprise Fleet Management program after observing the operational and financial benefits experienced by the Public Works Department over the past several years. Police vehicles typically experience significantly higher usage and wear compared to standard municipal vehicles, making proactive replacement and maintenance planning essential.

Through Enterprise’s fleet management program, the Police Department will benefit from improved vehicle lifecycle planning, maintenance tracking, and predictable replacement scheduling. This will help reduce unexpected maintenance costs, minimize vehicle downtime, and ensure patrol vehicles remain reliable and operationally ready.

Enterprise also provides fleet data tracking, maintenance coordination, and vehicle resale management services. These tools allow the City to make more informed decisions regarding vehicle replacement timing while maximizing resale value when vehicles are cycled out of service.

Overall, participation in this program will allow the Police Department to maintain dependable patrol vehicles, improve operational efficiency, and better plan long-term fleet costs while ensuring officers have reliable equipment to perform their duties effectively.

2. Enterprise Resale and Disposal Services
Enterprise maintains a nationwide infrastructure of company-owned resale facilities staffed by Enterprise employees. As a company, Enterprise sells more than 800,000 vehicles per year and dramatically outpaces traditional dealer trade-ins and auctions by selling directly to used-car retailers.

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Agenda Item No. 7 April 7, 2026 | 3
This allows Enterprise to maximize resale value when vehicles are replaced.

3. Safety and Environmental Benefits
Replacing older vehicles allows the City to provide employees with modern safety features that are now standard in newer vehicles, including anti-lock braking systems, electronic stability control, advanced airbag systems, and rear-view camera technology. Newer vehicles also meet current California emissions standards and provide improved fuel efficiency, supporting the City’s environmental goals while reducing long-term operating costs.

4. Reducing Staff Administrative Time
By utilizing Enterprise Fleet Management services, the City benefits from consolidated monthly billing, license and registration management, fleet reporting tools, and logistics assistance. These services reduce the amount of staff time dedicated to fleet administration tasks such as purchasing coordination, repair tracking, and maintenance scheduling.

Sourcewell
An agreement with Enterprise Fleet Management, Inc. can be executed without going through the formal or informal bidding process by piggybacking off of the existing Sourcewell (formerly NJPA) RFP#060618 for Fleet Management Services. This cooperative purchasing system enables member entities to purchase on an “as needed” basis from competitively awarded contracts with highperformance vendors. The City is a member of Sourcewell, which is a public entity, and since Enterprise has been awarded a contract with Sourcewell through a competitive process for Fleet Management Services, the City can enter into an agreement with Enterprise pursuant to Sourcewell Contract #060618-EFM through La Palma Municipal Code section 2-197, subd. (3)(a).

FISCAL IMPACT:

Approval of this agreement will establish a structured approach to fleet replacement and expansion, helping to determine and forecast budget needs for both the Public Works and Police Departments over the next five (5) years. This includes planning for future vehicle replacements as well as any new fleet additions.

ENVIRONMENTAL IMPACT:

The approval of this agreement with Enterprise Fleet Management, Inc., is not a project for purposes of the California Environmental Quality Act (CEQA) pursuant to Cal. Pub. Res. Code § 21065 and pursuant to CEQA Guideline 15061(b)(3) as it can be seen with certainty that this activity will not have a significant effect on the environment.

ATTACHMENTS:

1. Maintenance Management and Fleet Rental Agreement (9)

2. Master Equity Lease Agreement - Government (3)

3. Full Maintenance Agreement (8)

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MAINTENANCE MANAGEMENT AND FLEET RENTAL AGREEMENT
This Agreement is entered into as of the ______ day of __________________ , by and between Enterprise Fleet Management, Inc., a Missouri corporation, doing business as “Enterprise Fleet Management” (“EFM”), and ___________________________________________________ (the “Company”).

1. ENTERPRISE CARDS: EFM will provide the Company with an EFM Card for each vehicle, which EFM Card is an electronic card and is located on the Efleets mobile app and the efleets.com client website, for use in authorizing the payment of charges incurred in connection with the vehicle maintenance program (the “Program”) for a vehicle. The Company agrees to be and shall be liable to EFM for all charges made by or for the account of the Company with the EFM Card (other than any charges which are the responsibility of EFM under the terms of this Agreement). EFM will invoice the Company for all such charges, and the Company agrees to and shall pay to EFM all invoiced amounts in accordance with the terms of this Maintenance Management and Fleet Rental Agreement (Agreement). EFM reserves the right, and the Company agrees and acknowledges that EFM shall have the right, to change the terms and conditions as set forth in this Agreement for the use of the EFM Card at any time. The EFM Card is and shall remain at all times the property of EFM, and EFM may revoke the Company’s right to possess, access, or use the EFM Card at any time and for any reason. The EFM Card is non-transferable. EFM will provide a driver information packet (the “Packet”) outlining the Maintenance Management Program. The Parties agree that the Maintenance Management Program is subject to the terms and conditions of the Packet.

2. VEHICLE REPAIRS AND SERVICE: EFM will provide purchase order control by telephone, electronic mail, or in writing authorizing charges for service, maintenance, or repairs exceeding $125.00, which may change from time to time based on market conditions, or such other amount as may be established by EFM, in its sole discretion, from time to time under the Program. All charges for service, maintenance or repairs will be invoiced to EFM. Invoices will be reviewed by EFM for accuracy, proper application of any applicable manufacturer’s warranty, application of potential discounts and unnecessary, unauthorized repairs.

Notwithstanding the above, in the event the repairs and service are the result of damage from an accident or other non-maintenance related cause (including glass claims), these matters will be referred to the Company’s Fleet Manager. If the Company prefers that EFM handle the damage repair, the Company agrees to assign the administration of the matter to EFM. EFM will administer such claims in its discretion. The fees for this service will be up to $125.00 per claim and the Company agrees to reimburse for repairs as outlined in this agreement. If the Company desires the assistance of EFM in recovering damage amounts from at fault third parties, a Vehicle Risk Management Agreement must be on file for the Company.

3. BILLING AND PAYMENT: All audited invoices paid by EFM on behalf of the Company will be consolidated and submitted to the Company on a single monthly invoice for the entire Company fleet covered under this Agreement. The Company is liable for, and will pay EFM within twenty (20) days after receipt of an invoice or statement for, all purchases invoiced to the Company by EFM, which were paid by EFM for or on behalf of the Company. EFM will be entitled to retain for its own account, and treat as being paid by EFM for purposes of this Agreement, any discounts it receives from a supplier with respect to such purchases which are based on the overall volume of business EFM provides to such supplier and not solely the Company’s business.

4. RENTAL VEHICLES: The EFM Card allows the Company the option to arrange for a rental vehicle at a discounted rate with a subsidiary or affiliate of Enterprise Holdings, Inc. (“EHI”) for a maximum of two (2) days without prior authorization from EFM. Extensions beyond two (2) days must be approved by EFM. The Company shall be fully responsible for all obligations under any rental agreement with a subsidiary or affiliate of EHI pursuant to this Agreement. All drivers of
a rental vehicle must be at least twenty one (21) years of age unless otherwise required by law, hold a valid driver’s license, be an employee of the Company and authorized by the Company through established reservation procedures and meet all other applicable requirements of the applicable subsidiary or affiliate of EHI.

The Company will be provided a specific telephone number for use in arranging a rental vehicle described in this Section.

5. NO WARRANTY: The Company acknowledges that EFM does not perform maintenance or repair services on the Company’s vehicles or any rental vehicles and any maintenance or repair services are to be performed by third parties. EFM MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER OF ANY KIND,

EXPRESS OR IMPLIED, WHETHER ARISING BY COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE WITH RESPECT TO

PRODUCTS, REPAIRS OR SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT BY THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY

REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, COMPLIANCE WITH SPECIFICATIONS, OPERATION, CONDITION, SUITABILITY, PERFORMANCE, QUALITY OR FITNESS FOR USE. Any defect in the performance of any product, repair or service will not relieve the Company from its obligations under this Agreement, including without limitation the payment to EFM of monthly invoices.

6. CANCELLATION: Either party may cancel any Card under this Agreement or this Agreement in its entirety at any time by giving written notice to the other party. The cancellation of any Card or termination of this Agreement will not affect any rights or obligations under this Agreement, which shall have previously accrued or shall thereafter arise with respect to any occurrence prior to such cancellation or termination. Upon such cancellation or termination, the Company shall immediately cease using or accessing the EFM Card. Notice to EFM regarding the cancellation of any Card shall specify the Card number andidentify the Company’s representative. EFM will exercise due care to prevent additional charges from being incurred once the Company has notified EFM of its desire to cancel any outstanding Card under this Agreement.

Initials: EFM________ Company________

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7. NOTICES: Any notice or other communication under this Agreement shall be in writing and delivered in person, electronic mail or mailed postage prepaid by registered or certified mail or sent by express overnight delivery service with a nationally recognized carrier, to the applicable party at its address set forth on the signature page of this Agreement, or at such other address as any party hereto may designate as its address for communications under this Agreement by notice so given. Any such notice or communication sent by mail will be effective and deemed received three (3) days after deposit in the United States mail, duly addressed to the address for the Party set forth below, with registered or certified mail postage prepaid. Any such notice or communication sent by express overnight delivery service with a nationally recognized carrier will be effective and deemed received one (1) day after deposit with such delivery service, duly addressed, with delivery fees prepaid. The Company shall promptly notify EFM of any change in the Company’s address.

8. FEES: EFM will charge the Company for the service under this Agreement $______ per month per Card.

9. MISCELLANEOUS: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that Company may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of EFM. This Agreement is governed by the substantive laws of the State of Missouri (determined without reference to conflict of law principles).

IN WITNESS WHEREOF, EFM and the Company have executed this Maintenance Management and Fleet Rental Agreement as of the day and year first above written. © 2022 Enterprise Fleet Management, Inc. K06788 MaintManagement_updated2.22 Initials: EFM________ Company________
COMPANY: ______________________________________
Signature: ______________________________________
By: ______________________________________
Title: ______________________________________
Address: ______________________________________
______________________________________
______________________________________
Date Signed: _______________________, ___________
EFM: Enterprise Fleet Management, Inc.

Signature: ______________________________________
By: ______________________________________
Title: ______________________________________
Address: ______________________________________
______________________________________
______________________________________
Date Signed: _______________________, ___________

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MASTER EQUITY LEASE AGREEMENT
This Master Equity Lease Agreement is entered into this _______ day of _____________________, 20____, by and between Enterprise FM Trust, a Delaware statutory trust (“Lessor”), and the lessee whose name and address is set forth on the signature page below (“Lessee”).

1. LEASE OF VEHICLES: Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the vehicles (individually, a “Vehicle” and collectively, the “Vehicles”) described in the schedules from time to time delivered by Lessor to Lessee as set forth below (“Schedule(s)”) for the rentals and on the terms and conditions set forth in this Agreement and in the applicable Schedule. References to this “Agreement” shall include this Master Equity Lease Agreement and the various Schedules and addenda to this Master Equity Lease Agreement, each of which are incorporated herein as part of a single, unitary Agreement. Lessor will, on or about the date of delivery of each Vehicle to Lessee, send Lessee a Schedule covering the Vehicle, which will include, among other things, a description of the Vehicle, the lease term and the monthly rental and other payments due with respect to the Vehicle. The terms contained in each such Schedule will be binding on Lessee unless Lessee objects in writing to such Schedule within ten (10) days after the date of delivery of the Vehicle covered by such Schedule. Lessor is the sole legal owner of each Vehicle. This Agreement is a lease only and Lessee will have no right, title or interest in or to the Vehicles except for the use of the Vehicles as described in this Agreement. This Agreement shall be treated as a true lease for federal and applicable state income tax purposes with Lessor having all benefits of ownership of the Vehicles. It is understood and agreed that Enterprise Fleet Management, Inc. or an affiliate thereof (together with any subservicer, agent, successor or assign as servicer on behalf of Lessor, “Servicer”) may administer this Agreement on behalf of Lessor and may perform the service functions herein provided to be performed by Lessor.

2. TERM: The term of this Agreement (“Term”) for each Vehicle begins on the date such Vehicle is delivered to Lessee (the “Delivery Date”) and, unless terminated earlier in accordance with the terms of this Agreement, continues for the “Lease Term” as described in the applicable Schedule.

3. RENT AND OTHER CHARGES:
(a) Lessee agrees to pay Lessor monthly rental and other payments according to the Schedules, Open-End (Equity) Lease Rate Quotes, and this Agreement.

The monthly payments will be in the amount listed as the “Total Monthly Rental Including Additional Services” on the applicable Schedule (with any portion of such amount identified as a charge for maintenance services under Section 4 of the applicable Schedule being payable to Lessor as agent for Enterprise Fleet Management, Inc.) and will be due and payable in advance on the first day of each month. Lessee agrees to pay Lessor interest charges, in connection with the acquisition of a Vehicle, for the period between the date Lessor issues payment to acquire such Vehicle and the date the Vehicle is delivered to Lessee.

Such interest charges shall be included in each Schedule. If a Vehicle is delivered to Lessee on any day other than the first day of a month, monthly rental payments will begin on the first day of the next month. In addition to the monthly rental payments, Lessee agrees to pay Lessor a pro-rated rental charge for the number of days that the Delivery Date precedes the first monthly rental payment date. A portion of each monthly rental payment, being the amount designated as “Depreciation Reserve” on the applicable Schedule, will be considered as a reserve for depreciation and will be credited against the Delivered Price of the Vehicle for purposes of computing the Book Value of the Vehicle under Section 3(c). Lessee agrees to pay Lessor the “Total Initial Charges” set forth in each Schedule on the due date of the first monthly rental payment under such Schedule. Lessee agrees to pay Lessor the “Service Charge Due at Lease Termination” set forth in each Schedule at the end of the applicable Term (whether by reason of expiration, early termination or otherwise). (b) In the event the Term for any Vehicle ends prior to the last day of the scheduled Term, whether as a result of a default by Lessee, a Casualty Occurrence or any other reason, the rentals and management fees paid by Lessee will be recalculated in accordance with the rule of 78’s and the adjusted amount will be payable by Lessee to Lessor on the termination date.
(c) Lessee agrees to pay Lessor within thirty (30) days after the end of the Term for each Vehicle, additional rent equal to the excess, if any, of the Book Value of such Vehicle over the greater of (i) the wholesale value of such Vehicle as determined by Lessor in good faith or (ii) except as provided below, twenty percent (20%) of the Delivered Price of such Vehicle as set forth in the applicable Schedule. If the Book Value of such Vehicle is less than the greater of (i) the wholesale value of such Vehicle as determined by Lessor in good faith or (ii) except as provided below, twenty percent (20%) of the Delivered Price of such Vehicle as set forth in the applicable Schedule, Lessor agrees to pay such deficiency to Lessee as a terminal rental adjustment after the end of the applicable Term (subject to Lessor’s right to recoup any amounts Lessor would owe to Lessee under this Section 3(c) against any obligations of Lessee to Lessor under this Agreement).

Notwithstanding the foregoing, if (i) the Term for a Vehicle is greater than forty-eight (48) months (including any extension of the Term for such Vehicle), (ii) the mileage on a Vehicle at the end of the Term is greater than 15,000 miles per year on average (prorated on a daily basis) (i.e., if the mileage on a Vehicle with a Term of thirty-six (36) months is greater than 45,000 miles) or (iii) in the sole judgment of Lessor, a Vehicle has been subject to damage or any abnormal or excessive wear and tear, the calculations described in the two immediately preceding sentences shall be made without giving effect to clause (ii) in each such sentence. The “Book Value” of a Vehicle means the sum of (i) the “Delivered Price” of the Vehicle as set forth in the applicable Schedule minus (ii) the total Depreciation Reserve paid by Lessee to Lessor with respect to such Vehicle plus (iii) all accrued and unpaid rent and/or other amounts owed by Lessee with respect to such Vehicle. (d) Any security deposit of Lessee will be returned to Lessee at the end of the applicable Term, except that the deposit will first be applied to and recouped against any losses and/or damages suffered by Lessor as a result of Lessee’s breach of or default under this Agreement and/or to any other amounts then owed by Lessee to Lessor.
(e) Any rental payment or other amount owed by Lessee to Lessor which is not paid within twenty (20) days after its due date will accrue interest, payable on demand of Lessor, from the date due until paid in full at a rate per annum equal to the lesser of (i) Eighteen Percent (18%) per annum or (ii) the highest rate permitted by applicable law (the “Default Rate”).

Initials: EFM________ Customer________

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(f) If Lessee fails to pay any amount due under this Agreement or to comply with any of the covenants contained in this Agreement, Lessor, Servicer or any other agent of Lessor may, at its option, pay such amounts or perform such covenants and all sums paid or incurred by Lessor in connection therewith will be repayable by Lessee to Lessor upon demand together with interest thereon at the Default Rate. (g) Lessee’s obligations to make all payments of rent and other amounts under this Agreement are absolute and unconditional and such payments shall be made in immediately available funds without setoff, counterclaim or deduction of any kind. Lessee acknowledges and agrees that neither any Casualty Occurrence to any Vehicle nor any defect, unfitness or lack of governmental approval in, of, or with respect to, any Vehicle regardless of the cause or consequence nor any breach by Enterprise Fleet Management, Inc. of any maintenance agreement between Enterprise Fleet Management, Inc. and Lessee covering any Vehicle regardless of the cause or consequence will relieve Lessee from the performance of any of its obligations under this Agreement, including, without limitation, the payment of rent and other amounts under this Agreement. (h) In the event Lessor, Servicer or any other agent of Lessor arranges for rental vehicle(s) with a subsidiary or affiliate of Enterprise Holdings, Inc., Lessee shall be fully responsible for all obligations under any applicable rental agreement.

4. USE AND SURRENDER OF VEHICLES: Lessee agrees to allow only duly authorized, licensed and insured drivers to use and operate the Vehicles. Lessee agrees to comply with, and cause its drivers to comply with, all laws, statutes, rules, regulations and ordinances (including without limitation such federal, state and local laws, statutes, rules, regulations and ordinances governing autonomous vehicles and automated driving systems and any parts, components and products related thereto) and the provisions of all insurance policies affecting or covering the Vehicles or their use or operation. In connection with autonomous vehicles and automated driving systems and the parts, components and products related thereto, Lessee agrees to comply with all applicable guidance and professional standards issued, released or published by governmental and quasi-governmental agencies, including without limitation the federal guidance for automated vehicles published by the Department of Transportation and the Federal Automated Vehicle Policy issued by the U.S. Department of Transportation and the National Highway Traffic Safety Administration. Lessee agrees to keep the Vehicles free of all liens, charges and encumbrances. Lessee agrees that in no event will any Vehicle be used or operated for transporting hazardous substances or persons for hire, for any illegal purpose or to pull trailers that exceed the manufacturer’s trailer towing recommendations. Lessee agrees that no Vehicle is intended to be or will be utilized as a “school bus” as defined in the Code of Federal Regulations or any applicable state or municipal statute or regulation. Lessee agrees not to remove any Vehicle from the continental United States without first obtaining Lessor’s written consent. At the expiration or earlier termination of this Agreement with respect to each Vehicle, or upon demand by Lessor made pursuant to Section 14, Lessee at its risk and expense agrees to return such Vehicle to Lessor at such place and by such reasonable means as may be designated by Lessor. If for any reason Lessee fails to return any Vehicle to Lessor as and when required in accordance with this Section, Lessee agrees to pay Lessor additional rent for such Vehicle at twice the normal pro-rated daily rent. Acceptance of such additional rent by Lessor will in no way limit Lessor’s remedies with respect to Lessee’s failure to return any Vehicle as required hereunder.

5. COSTS, EXPENSES, FEES AND CHARGES: Lessee agrees to pay all costs, expenses, fees, charges, fines, tickets, penalties and taxes (other than federal and state income taxes on the income of Lessor) incurred in connection with the titling, licensing, registration, delivery, purchase, sale, rental, and Lessee’s use or operation of the Vehicles. If Lessor, Servicer or any other agent of Lessor incurs any such costs or expenses, Lessee agrees to promptly reimburse Lessor for the same.

6. LICENSE AND CHARGES: Each Vehicle will be titled, registered and licensed in the name designated by Lessor at Lessee’s expense. Certain other charges relating to the acquisition of each Vehicle and paid or satisfied by Lessor have been capitalized in determining the monthly rental, treated as an initial charge or otherwise charged to Lessee. Such charges have been determined without reduction for trade-in, exchange allowance or other credit attributable to any Lessorowned vehicle.

7. REGISTRATION PLATES, ETC.: Lessee agrees, at its expense, to obtain in the name designated by Lessor all registration plates and other plates, permits, inspections and/or licenses required in connection with the Vehicles, except for the initial registration plates which Lessor will obtain at Lessee’s expense. The parties agree to cooperate and to furnish any and all information or documentation, which may be reasonably necessary for compliance with the provisions of this Section or any federal, state or local law, rule, regulation or ordinance. Lessee agrees that it will not permit any Vehicle to be located in a state other than the state in which such Vehicle is then titled for any continuous period of time that would require such Vehicle to become subject to the titling, licensing and/or registration laws of such other state.

8. MAINTENANCE OF AND IMPROVEMENTS TO VEHICLES:
(a) Lessee agrees, at its expense, to (i) maintain the Vehicles in good condition, repair, maintenance and running order and in accordance with all manufacturer’s instructions and warranty requirements and all legal requirements and (ii) furnish all labor, materials, parts and other essentials required for the proper operation and maintenance of the Vehicles. Lessee will not make (or cause to be made) any alterations, upgrades, upfitting, additions or improvements (collectively, “Alterations”) to any Vehicle which (i) could impact or impair the “motor vehicle safety” (as defined by the Motor Vehicle Safety Act) of the Vehicle, or (ii) could impact, impair, void or render unenforceable the manufacturer’s warranty. Without the prior written consent of Lessor, Lessee will not make (or cause to be made) any Alterations to any Vehicle which (i) detracts, impairs, damages or alters the Vehicle’s nature, purpose, economic value, remaining useful life, functionality, utility, software or controls, or (ii) subjects the Vehicle or any part or component of such Vehicle to any lien, charge or encumbrance. Any Alterations of any nature to a Vehicle are made at Lessee’s sole cost, risk and liability, including without limitation, any such Alterations approved by, or made with the assistance or at the direction of Lessor. Any replacement parts added to any Vehicle shall be in at least as good an operating condition as the prior part before the replacement (assuming such part was, at the time of the replacement, in the condition required by the terms of this Agreement). Any Alterations to a Vehicle will become and remain the property of Lessor and will be returned with such Vehicle upon such Vehicle’s return pursuant to Section 4 and shall be free of any liens, charges or encumbrances; provided, however, Lessor shall have the right at any time to require Lessee to remove any such Alteration at Lessee’s sole cost, expense and liability. In no event or instance shall the value of any Alterations be regarded as rent. Lessee and Lessor acknowledges and agrees that Lessor will not be required to make any repairs, replacements or Alterations of any nature or description with respect to any Vehicle, to maintain or repair any Vehicle or to make any Initials: EFM________ Customer________

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expenditure whatsoever in connection with any such Vehicle(s) or this Agreement. (b) Lessor and Lessee acknowledge and agree that if Section 4 of a Schedule includes a charge for maintenance, (i) the Vehicle(s) covered by such Schedule are subject to a separate maintenance agreement between Enterprise Fleet Management, Inc. and Lessee and (ii) Lessor shall have no liability or responsibility for any failure of Enterprise Fleet Management, Inc. to perform any of its obligations thereunder or to pay or reimburse Lessee for its payment of any costs and expenses incurred in connection with the maintenance or repair of any such Vehicle(s).

9. SELECTION OF VEHICLES AND DISCLAIMER OF WARRANTIES:
(a) LESSEE ACCEPTANCE OF DELIVERY AND USE OF EACH VEHICLE WILL CONCLUSIVELY ESTABLISH THAT SUCH VEHICLE IS OF A SIZE, DESIGN,

CAPACITY, TYPE AND MANUFACTURE SELECTED BY LESSEE AND THAT SUCH VEHICLE IS IN GOOD CONDITION AND REPAIR AND IS SATISFACTORY IN ALL RESPECTS AND IS SUITABLE FOR LESSEE’S PURPOSE. LESSEE ACKNOWLEDGES THAT LESSOR IS NOT A MANUFACTURER OF ANY VEHICLE OR AN AGENT OF A MANUFACTURER OF ANY VEHICLE.
(b) LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY VEHICLE, INCLUDING,

WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. THE VEHICLES ARE LEASED “AS IS,” “WITH ALL FAULTS.” All warranties made by any supplier, vendor and/or manufacturer of a Vehicle are hereby assigned by Lessor to Lessee for the applicable Term and Lessee’s only remedy, if any, is against the supplier, vendor or manufacturer of the Vehicle. (c) None of Lessor, Servicer or any other agent of Lessor will be liable to Lessee for any liability, claim, loss, damage (direct, incidental or consequential) or expense of any kind or nature, caused directly or indirectly, by any Vehicle or any inadequacy of any Vehicle for any purpose or any defect (latent or patent) in any Vehicle or the use or maintenance of any Vehicle or any repair, servicing or adjustment of or to any Vehicle, or any delay in providing or failure to provide any Vehicle, or any interruption or loss of service or use of any Vehicle, or any loss of business or any damage whatsoever and however caused. In addition, none of Lessor, Servicer or any other agent of Lessor will have any liability to Lessee under this Agreement or under any order authorization form executed by Lessee if Lessor is unable to locate or purchase a Vehicle ordered by Lessee or for any delay in delivery of any Vehicle ordered by Lessee. (d) In no event shall Lessor, Servicer or any other agent of Lessor or their respective affiliates be liable for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits or revenues or diminution in value, arising out of or relating to this Agreement, including, without limitation, any breach or performance of this Agreement, regardless of (i) whether such damages were foreseeable, (ii) whether or not Lessor, Servicer or any other agent of Lessor or their respective affiliates were advised of the possibility of such damages and/or (iii) the legal or equitable theory (contract, tort or otherwise) upon which a claim, action, cause of action, demand, lawsuit, arbitration, inquiry, proceeding or litigation is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

10. RISK OF LOSS: Lessee assumes and agrees to bear the entire risk of loss of, theft of, damage to or destruction of any Vehicle from any cause whatsoever (“Casualty Occurrence”). In the event of a Casualty Occurrence to a Vehicle, Lessee shall give Lessor prompt notice of the Casualty Occurrence and thereafter will place the applicable Vehicle in good repair, condition and working order; provided, however, that if the applicable Vehicle is determined by Lessor to be lost, stolen, destroyed or damaged beyond repair (a “Totaled Vehicle”), Lessee agrees to pay Lessor no later than the date thirty (30) days after the date of the Casualty Occurrence the amounts owed under Sections 3(b) and 3(c) with respect to such Totaled Vehicle. Upon such payment, this Agreement will terminate with respect to such Totaled Vehicle.

11. INSURANCE:
(a) Lessee agrees to purchase and maintain in force during the Term, insurance policies in at least the amounts listed below covering each Vehicle, to be written by an insurance company or companies satisfactory to Lessor, insuring Lessee, Lessor and any other person or entity designated by Lessor against any damage, claim, suit, action or liability, and that Lessor will suffer immediate and irreparable harm if Lessee fails to comply with such obligations:
(i) Commercial Automobile Liability Insurance (including Uninsured/Underinsured Motorist Coverage and No-Fault Protection where required by law) for the limits listed below (Note - $2,000,000 Combined Single Limit Bodily Injury and Property Damage per accident with No Deductible is required for each Vehicle capable of transporting more than 8 passengers):

State of Vehicle Registration
Connecticut, Massachusetts, Maine, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, and Vermont
Florida
Coverage
$1,000,000 Combined Single Limit Bodily Injury and Property Damage per accident - No Deductible
$500,000 Combined Single Limit Bodily Injury and Property Damage per accident or $100,000 Bodily Injury Per Person Per Accident, $300,000 Per Accident and $50,000 Property Damage per accident (100/300/50) - No Deductible
$300,000 Combined Single Limit Bodily Injury and Property Damage Per Accident or $100,000 Bodily Injury Per Person Per Accident, $300,000 Per Accident and $50,000 Property Damage Per Accident (100/300/50) - No Deductible Initials: EFM________ Customer________
All Other States

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and $1,000 per accident - Comprehensive).

If the requirements of any governmental or regulatory agency exceed the minimums stated in this Agreement, Lessee must obtain and maintain the higher insurance requirements. Lessee agrees that each required policy of insurance will by appropriate endorsement or otherwise name Lessor and any other person or entity designated by Lessor as additional insureds and loss payees, as their respective interests may appear. Further, each such insurance policy must provide the following: (i) that the same may not be cancelled, changed or modified until after the insurer has given to Lessor, Servicer and any other person or entity designated by Lessor at least thirty (30) days prior written notice of such proposed cancellation, change or modification, (ii) that no act or default of Lessee or any other person or entity shall affect the right of Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns to recover under such policy or policies of insurance in the event of any loss of or damage to any Vehicle and (iii) that the coverage is “primary coverage” for the protection of Lessee, Lessor, Servicer, any other agent of Lessor and their respective successors and assigns notwithstanding any other coverage carried by Lessee, Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns protecting against similar risks. Original certificates evidencing such coverage and naming Lessor, Servicer, any other agent of Lessor and any other person or entity designated by Lessor as additional insureds and loss payees shall be furnished to Lessor prior to the Delivery Date, and annually thereafter and/or as reasonably requested by Lessor from time to time. In the event of default, Lessee hereby appoints Lessor, Servicer and any other agent of Lessor as Lessee’s attorney-in-fact to receive payment of, to endorse all checks and other documents and to take any other actions necessary to pursue insurance claims and recover payments if Lessee fails to do so. Any expense of Lessor, Servicer or any other agent of Lessor in adjusting or collecting insurance shall be borne by Lessee.

Lessee, its drivers, servants and agents agree to cooperate fully with Lessor, Servicer, any other agent of Lessor and any insurance carriers in the investigation, defense and prosecution of all claims or suits arising from the use or operation of any Vehicle. If any claim is made or action commenced for death, personal injury or property damage resulting from the ownership, maintenance, use or operation of any Vehicle, Lessee will promptly notify Lessor of such action or claim and forward to Lessor a copy of every demand, notice, summons or other process received in connection with such claim or action. (b) Notwithstanding the provisions of Section 11(a) above: (i) if Section 4 of a Schedule includes a charge for physical damage waiver, Lessor agrees that (A) Lessee will not be required to obtain or maintain the minimum physical damage insurance (collision and comprehensive) required under Section 11(a) for the Vehicle(s) covered by such Schedule and (B) Lessor will assume the risk of physical damage (collision and comprehensive) to the Vehicle(s) covered by such Schedule; provided, however, that such physical damage waiver shall not apply to, and Lessee shall be and remain liable and responsible for, damage to a covered Vehicle caused by wear and tear or mechanical breakdown or failure, damage to or loss of any parts, accessories or components added to a covered Vehicle by Lessee without the prior written consent of Lessor and/or damage to or loss of any property and/or personal effects contained in a covered Vehicle. In the event of a Casualty Occurrence to a covered Vehicle, Lessor may, at its option, replace, rather than repair, the damaged Vehicle with an equivalent vehicle, which replacement vehicle will then constitute the “Vehicle” for purposes of this Agreement; and (ii) if Section 4 of a Schedule includes a charge for commercial automobile liability enrollment, Lessor agrees that it will, at its expense, obtain for and on behalf of Lessee, by adding Lessee as an additional insured under a commercial automobile liability insurance policy issued by an insurance company selected by Lessor, commercial automobile liability insurance satisfying the minimum commercial automobile liability insurance required under Section 11(a) for the Vehicle(s) covered by such Schedule. Lessor may at any time during the applicable Term terminate said obligation to provide physical damage waiver and/or commercial automobile liability enrollment and cancel such physical damage waiver and/or commercial automobile liability enrollment upon giving Lessee at least ten (10) days prior written notice. Upon such cancellation, insurance in the minimum amounts as set forth in 11(a) shall be obtained and maintained by Lessee at Lessee’s expense. An adjustment will be made in monthly rental charges payable by Lessee to reflect any such change and Lessee agrees to furnish Lessor with satisfactory proof of insurance coverage within ten (10) days after mailing of the notice. In addition, Lessor may change the rates charged by Lessor under this Section 11(b) for physical damage waiver and/or commercial automobile liability enrollment upon giving Lessee at least thirty (30) days prior written notice.

12. INDEMNITY: To the extent permitted by state law, Lessee agrees to defend and indemnify Lessor, Servicer, any other agent of Lessor and their respective successors and assigns from and against any and all losses, damages, liabilities, suits, claims, demands, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) which Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns may incur by reason of Lessee’s breach or violation of, or failure to observe or perform, any term, provision or covenant of this Agreement, or as a result of any loss, damage, theft or destruction of any Vehicle or related to or arising out of or in connection with the use, operation or condition of any Vehicle. The provisions of this Section 12 shall survive any expiration or termination of this Agreement. Nothing herein shall be deemed to affect the rights, privileges, and immunities of Lessee and the foregoing indemnity provision is not intended to be a waiver of any sovereign immunity afforded to Lessee pursuant to the law.

13. INSPECTION OF VEHICLES; ODOMETER DISCLOSURE; FINANCIAL STATEMENTS: Lessee agrees to accomplish, at its expense, all inspections of the Vehicles required by any governmental authority during the Term. Lessor, Servicer, any other agent of Lessor and any of their respective successors or assigns will have the right to inspect any Vehicle at any reasonable time(s) during the Term and for this purpose to enter into or upon any building or place where any Vehicle is located. Lessee agrees to comply with all odometer disclosure laws, rules and regulations and to provide such written and signed disclosure information on such forms and in such manner as directed by Lessor. Providing false information or failure to complete the odometer disclosure form as required by law may result in fines and/or imprisonment. Lessee hereby agrees to promptly deliver to Lessor such financial statements and other financial information regarding Lessee as Lessor may from time to time reasonably request.

14. DEFAULT; REMEDIES: The following shall constitute events of default (“Events of Default”) by Lessee under this Agreement: (a) if Lessee fails to pay when due any rent or other amount due under this Agreement and any such failure shall remain unremedied for ten (10) days; (b) if Lessee fails to perform, keep or observe any term, provision or covenant contained in Section 11 of this Agreement; (c) if Lessee fails to perform, keep or observe any other term, provision or covenant contained in this Agreement and any such failure shall remain unremedied for thirty (30) days after written notice thereof is given by Lessor, Servicer or any other agent of Lessor to Lessee; (d) any seizure or confiscation of any Vehicle or any other act (other than a Casualty Occurrence) otherwise rendering any Vehicle unsuitable for use (as determined by Lessor); (e) if any present or future guaranty in favor of Lessor of all or any portion of the obligations of Lessee under this Agreement shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void by a court of competent jurisdiction, or Initials: EFM________ Customer________
(ii) Physical Damage Insurance (Collision & Comprehensive): Actual cash value of the applicable Vehicle. Maximum deductible of $1,000 per accident - Collision

Page 150 of 306 ends

if the validity or enforceability of any such guaranty shall be contested or denied by any guarantor, or if any guarantor shall deny that it, he or she has any further liability or obligation under any such guaranty or if any guarantor shall fail to comply with or observe any of the terms, provisions or conditions contained in any such guaranty; (f) the occurrence of a material adverse change in the financial condition, a going concern audit comment of Lessee or any guarantor, or if Lessee admits that it cannot pay its debts as they become due, makes an assignment for the benefit of creditors, is the subject of a voluntary or involuntary petition for bankruptcy, is adjudged insolvent or bankrupt, or a receiver or trustee is appointed for any portion of Lessee’s assets or property; (g) if more than one (1) payment by Lessee to Lessor is returned by Lessee’s bank for any reason within a twelve (12) month period; or (h) if Lessee or any guarantor is in default under or fails to comply with any other present or future agreement with or in favor of Lessor, Servicer of Lessor, or any direct or indirect subsidiary of Servicer of Lessor, Enterprise Holdings, Inc. or a subsidiary or affiliate of Enterprise Holdings, Inc.. For purposes of this Section 14, the term “guarantor” shall mean any present or future guarantor of all or any portion of the obligations of Lessee under this Agreement.

Upon the occurrence of any Event of Default, Lessor, without notice to Lessee, will have the right to exercise concurrently or separately (and without any election of remedies being deemed made), the following remedies: (a) Lessor may demand and receive immediate possession of any or all of the Vehicles from Lessee, without releasing Lessee from its obligations under this Agreement; if Lessee fails to surrender possession of the Vehicles to Lessor on default (or termination or expiration of the Term), Lessor, Servicer, any other agent of Lessor and any of Lessor’s independent contractors shall have the right to enter upon any premises where the Vehicles may be located and to remove and repossess the Vehicles; (b) Lessor may enforce performance by Lessee of its obligations under this Agreement; (c) Lessor may recover damages and expenses sustained by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns by reason of Lessee’s default including, to the extent permitted by applicable law, all costs and expenses, including court costs and reasonable attorneys’ fees and expenses, incurred by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns in attempting or effecting enforcement of Lessor’s rights under this Agreement (whether or not litigation is commenced) and/or in connection with bankruptcy or insolvency proceedings; (d) upon written notice to Lessee, Lessor may terminate Lessee’s rights under this Agreement; (e) with respect to each Vehicle, Lessor may recover from Lessee all amounts owed by Lessee under Sections 3(b) and 3(c) of this Agreement (and, if Lessor does not recover possession of a Vehicle, (i) the estimated wholesale value of such Vehicle for purposes of Section 3(c) shall be deemed to be $0.00 and (ii) the calculations described in the first two sentences of Section 3(c) shall be made without giving effect to clause (ii) in each such sentence); and/or (f) Lessor may exercise any other right or remedy which may be available to Lessor under the Uniform Commercial Code, any other applicable law or in equity. A termination of this Agreement shall occur only upon written notice by Lessor to Lessee. Any termination shall not affect Lessee’s obligation to pay all amounts due for periods prior to the effective date of such termination or Lessee’s obligation to pay any indemnities under this Agreement. All remedies of Lessor under this Agreement or at law or in equity are cumulative.

15. ASSIGNMENTS: Lessor may from time to time assign, pledge or transfer this Agreement and/or any or all of its rights and obligations under this Agreement to any person or entity. Lessee agrees, upon notice of any such assignment, pledge or transfer of any amounts due or to become due to Lessor under this Agreement to pay all such amounts to such assignee, pledgee or transferee. Any such assignee, pledgee or transferee of any rights or obligations of Lessor under this Agreement will have all of the rights and obligations that have been assigned to it. Lessee’s rights and interest in and to the Vehicles are and will continue at all times to be subject and subordinate in all respects to any assignment, pledge or transfer now or hereafter executed by Lessor with or in favor of any such assignee, pledgee or transferee, provided that Lessee shall have the right of quiet enjoyment of the Vehicles so long as no Event of Default under this Agreement has occurred and is continuing. Lessee acknowledges and agrees that the rights of any assignee, pledgee or transferee in and to any amounts payable by the Lessee under any provisions of this Agreement shall be absolute and unconditional and shall not be subject to any abatement whatsoever, or to any defense, setoff, counterclaim or recoupment whatsoever, whether by reason of any damage to or loss or destruction of any Vehicle or by reason of any defect in or failure of title of the Lessor or interruption from whatsoever cause in the use, operation or possession of any Vehicle, or by reason of any indebtedness or liability howsoever and whenever arising of the Lessor or any of its affiliates to the Lessee or to any other person or entity, or for any other reason.

Without the prior written consent of Lessor, Lessee may not assign, sublease, transfer or pledge this Agreement, any Vehicle, or any interest in this Agreement or in and to any Vehicle, or permit its rights under this Agreement or any Vehicle to be subject to any lien, charge or encumbrance. Lessee’s interest in this Agreement is not assignable and cannot be assigned or transferred by operation of law. Lessee will not transfer or relinquish possession of any Vehicle (except for the sole purpose of repair or service of such Vehicle) without the prior written consent of Lessor.

16. MISCELLANEOUS: This Agreement contains the entire understanding of the parties. This Agreement may only be amended or modified by an instrument in writing executed by both parties. Lessor shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies under this Agreement and no waiver whatsoever shall be valid unless in writing and signed by Lessor and then only to the extent therein set forth. A waiver by Lessor of any right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy, which Lessor would otherwise have on any future occasion. If any term or provision of this Agreement or any application of any such term or provision is invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision will not be affected thereby. Without Lessor’s prior written consent, Lessee shall not use or include Lessor’s, Servicer’s, any other agent of Lessor’s names or trademarks orally or in writing in any media, customer lists or marketing materials. Giving of all notices under this Agreement will be sufficient if mailed by certified mail to a party at its address set forth below or at such other address as such party may provide in writing from time to time. Any such notice mailed to such address will be effective one (1) day after deposit in the United States mail, duly addressed, with certified mail, postage prepaid. Lessee will promptly notify Lessor of any change in Lessee’s address. This Agreement may be executed in multiple counterparts (including facsimile and pdf counterparts), but the counterpart marked “ORIGINAL” by Lessor will be the original lease for purposes of applicable law. All of the representations, warranties, covenants, agreements and obligations of each Lessee under this Agreement (if more than one) are joint and several.

17. SUCCESSORS AND ASSIGNS; GOVERNING LAW: Subject to the provisions of Section 15, this Agreement will be binding upon Lessee and its heirs, executors, personal representatives, successors and assigns, and will inure to the benefit of Lessor, Servicer, any other agent of Lessor and their respective successors and assigns. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Missouri (determined without reference to conflict of law principles).

18. NON-PETITION: Each party hereto hereby covenants and agrees that, prior to the date which is one year and one day after payment in full of all indebtedness Initials: EFM________ Customer________

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© 2023 Enterprise Fleet Management, Inc. 23_ENT_EFM_L01464_Gov Equity Form_Updated V2 Initials: EFM________ Customer________
of Lessor, it shall not institute against, or join any other person in instituting against, Lessor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The provisions of this Section 18 shall survive termination of this Master Equity Lease Agreement.

19. NON-APPROPRIATION: Lessee’s funding of this Agreement shall be on a Fiscal Year basis and is subject to annual appropriations. Lessor acknowledges that Lessee is a municipal corporation, is precluded by the County or State Constitution and other laws from entering into obligations that financially bind future governing bodies, and that, therefore, nothing in this Agreement shall constitute an obligation of future legislative bodies of the County or State to appropriate funds for purposes of this Agreement. Accordingly, the parties agree that the lease terms within this Agreement or any Schedules relating hereto are contingent upon appropriation of funds. The parties further agree that should the County or State fail to appropriate such funds, the Lessor shall be paid all rentals due and owing hereunder up until the actual day of termination. In addition, Lessor reserves the right to be paid for any reasonable damages. These reasonable damages will be limited to the losses incurred by the Lessor for having to sell the vehicles on the open used car market prior to the end of the scheduled term (as determined in Section 3 and Section 14 of this Agreement).

IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Master Equity Lease Agreement as of the day and year first above written.

LESSEE: _______________________________________________________ Signature:________________________________________________________ By: _______________________________________________________ Title: _______________________________________________________ Address: _______________________________________________________ _______________________________________________________ _______________________________________________________ Date Signed:____________________________________, _________________ LESSOR: Enterprise FM Trust
By: Enterprise Fleet Management, Inc. its attorney in fact Signature: ___________________________________________________ By: ___________________________________________________ Title: ___________________________________________________ Address: ___________________________________________________ ___________________________________________________
___________________________________________________
Date Signed:____________________________________, ______________

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FULL MAINTENANCE AGREEMENT
This Full Maintenance Agreement (this “Agreement”) is made and entered into this ______ day of ____________, by Enterprise Fleet Management, Inc., a Missouri corporation (“EFM”), and ________________________________________________________________ (“Lessee”).

WITNESSETH

1. LEASE. Reference is hereby made to that certain Master Lease Agreement dated as of the ______ day of __________, 20__, by and between Enterprise FM Trust, a Delaware statutory trust, as lessor (“Lessor”), and Lessee, as lessee (as the same may from time to time be amended, modified, extended, renewed, supplemented or restated, the “Lease”). All capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the Lease.

2. COVERED VEHICLES. This Agreement shall only apply to those vehicles leased by Lessor to Lessee pursuant to the Lease to the extent Section 4 of the Schedule for such vehicle includes a charge for maintenance (the “Covered Vehicle(s)”).

3. TERM AND TERMINATION. The term of this Agreement (“Term”) for each Covered Vehicle shall begin on the Delivery Date of such Covered Vehicle and shall continue until the last day of the “Term” (as defined in the Lease) for such Covered Vehicle unless earlier terminated as set forth below. Each of EFM and Lessee shall each have the right to terminate this Agreement effective as of the last day of any calendar month with respect to any or all of the Covered Vehicles upon not less than sixty (60) days prior written notice to the other party. The termination of this Agreement with respect to any or all of the Covered Vehicles shall not affect any rights or obligations under this Agreement which shall have previously accrued or shall thereafter arise with respect to any occurrence prior to termination, and such rights and obligations shall continue to be governed by the terms of this Agreement.

4. VEHICLE REPAIRS AND SERVICE. EFM agrees that, during the Term for the applicable Covered Vehicle and subject to the terms and conditions of this Agreement, it will pay for, or reimburse Lessee for its payment of, all costs and expenses incurred in connection with the maintenance or repair of a Covered Vehicle. This Agreement does not cover, and Lessee will remain responsible for and pay for, (a) fuel, (b) oil and other fluids between changes, (c) tire or brake repair and replacement beyond what is allocated within the Lease Schedule, (d) washing, (e) repair of damage due to lack of maintenance or neglect by Lessee between scheduled services (including, without limitation, failure to maintain fluid levels), (f) maintenance or repair of, or damage caused by, any alterations, upgrades, upfitting, additions, improvements (collectively, “Alterations”) or unauthorized replacement parts added to a Covered Vehicle or of any after-market components (this Agreement covers maintenance and repair only of the Covered Vehicles themselves and any factory-installed components and does not cover maintenance or repair of chassis alterations, add-on bodies (including, without limitation, step vans), software or other equipment (including, without limitation, lift gates, autonomous or automated vehicle equipment, components, parts or products, and PTO controls) which is installed or modified by a dealer, body shop, upfitter or anyone else other than the manufacturer of the Covered Vehicle, (g) any service and/or damage resulting from, related to or arising out of (1) an accident, a collision, theft, fire, freezing, vandalism, riot, explosion, other Acts of God, an object striking the Covered Vehicle, improper use of the Covered Vehicle (including, without limitation, driving over curbs, overloading, racing or other competition) or (2) Lessee’s failure to maintain or use the Covered Vehicle as required by and in compliance with, (A) the Lease, (B) all laws, statutes, rules, regulations and ordinances (including without limitation such applicable federal, state and local laws, statutes, rules, regulations, ordinances, guidance and professional standards governing autonomous vehicles and automated driving systems and any parts, components and products related thereto) and (C) the provisions of all insurance policies affecting or covering the Covered Vehicles or their use or operation, (h) roadside assistance or towing for routine vehicle maintenance purposes unless the vehicle is inoperable, (i) mobile services, (j) the cost of loaner or rental vehicles beyond what is allocated within the Lease Schedule or (k) if the Covered Vehicle is a Vehicle with a manual transmission, such manual transmission clutch adjustment or replacement. Whenever it is necessary to have a Covered Vehicle serviced, Lessee agrees to have the necessary work performed by an authorized dealer of such Covered Vehicle or by a service facility acceptable to EFM. In every case, if the cost of such service will exceed $125.00, which may change from time to time based on market conditions, Lessee or service provider must notify EFM and obtain EFM’s authorization for such service and EFM’s instructions as to where such service shall be made and the extent of service to be obtained. Lessee agrees to furnish an invoice for all service to a Covered Vehicle, accompanied by a copy of the shop or service order (odometer mileage must be shown on each shop or service order). EFM will not be obligated to pay for any unauthorized charges or those exceeding $125.00, which may change from time to time based on market conditions, for one service on any Covered Vehicle unless Lessee has complied with the above terms and conditions. EFM will not have any responsibility to pay for any services in excess of the services recommended by the manufacturer, unless otherwise agreed to by EFM. Notwithstanding any other provision of this Agreement to the contrary, (a) all service performed within one hundred twenty (120) days prior to the last day of the scheduled “Term” (as defined in the Lease) for the applicable Covered Vehicle must be authorized by and have the prior consent and approval of EFM and any service not so authorized will be the responsibility of and be paid for by Lessee and (b) EFM is not required to provide or pay for any service to any Covered Vehicle beyond the contract mileage not to exceed 120,000 miles.

5. ENTERPRISE CARDS: EFM may, at its option, provide Lessee with an authorization card (the “EFM Card”), which is an electronic card located on the Efleets mobile app and the efleets.com client website, for use in authorizing the payment of charges incurred in connection with the maintenance of the Covered Vehicles.

Lessee agrees to be liable to EFM for, and upon receipt of a monthly or other statement from EFM, Lessee agrees to promptly pay to EFM, all charges made by or for the account of Lessee with the EFM Card (other than any charges which are the responsibility of EFM under the terms of this Agreement). EFM reserves the right to change the terms and conditions for the use of the EFM Card at any time. The EFM Card remains the property of EFM and EFM may revoke Lessee’s right to possess or use the EFM Card at any time. Upon the termination of this Agreement or upon the demand of EFM, Lessee shall immediately cease using or accessing the EFM Card. The EFM Card is non-transferable.

Initials: EFM________ Lessee________

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6. PAYMENT TERMS. The amount of the monthly maintenance fee will be listed on the applicable Schedule and will be due and payable in advance on the first day of each month. If the first day of the Term for a Covered Vehicle is other than the first day of a calendar month, Lessee will pay EFM, on the first day of the Term for such Covered Vehicle, a pro-rated maintenance fee for the number of days that the Delivery Date precedes the first monthly maintenance fee payment date. Any monthly maintenance fee or other amount owed by Lessee to EFM under this Agreement which is not paid within twenty (20) days after its due date will accrue interest, payable upon demand of EFM, from the date due until paid in full at a rate per annum equal to the lesser of (i) Eighteen Percent (18%) per annum or (ii) the highest rate allowed by applicable law. The monthly maintenance fee set forth on each applicable Schedule allows the number of miles per month as set forth in such Schedule. Lessee agrees to pay EFM at the end of the applicable Term (whether by reason of termination of this Agreement or otherwise) an overmileage maintenance fee for any miles in excess of this average amount per month at the rate set forth in the applicable Schedule. EFM may, at its option, permit Lessor, as an agent for EFM, to bill and collect amounts due to EFM under this Agreement from Lessee on behalf of EFM.

7. NO WARRANTIES. Lessee acknowledges that EFM does not perform maintenance or repair services on the Covered Vehicles but rather EFM arranges for maintenance and/or repair services on the Covered Vehicles to be performed by third parties. EFM MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER

OF ANY KIND, EXPRESS OR IMPLIED, WHETHER ARISING BY COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE WITH

RESPECT TO ANY EQUIPMENT, PRODUCTS, REPAIRS OR SERVICES PROVIDED FOR UNDER THIS AGREEMENT BY THIRD PARTIES, INCLUDING, WITHOUT

LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH SPECIFICATIONS, OPERATION, CONDITION, SUITABILITY, PERFORMANCE OR QUALITY. ANY DEFECT IN THE PERFORMANCE OF ANY PRODUCT, REPAIR OR SERVICE WILL NOT

RELIEVE LESSEE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE PAYMENT TO EFM OF THE MONTHLY MAINTENANCE FEES AND OTHER CHARGES DUE UNDER THIS AGREEMENT.

In no event shall EFM or its agents or their respective affiliates be liable for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits or revenues or diminution in value, arising out of or relating to this agreement, including, without limitation, any breach or performance of this agreement, regardless of (i) whether such damages were foreseeable, (ii) whether or not EFM or its agents or their respective affiliates were advised of the possibility of such damages and/or (iii) the legal or equitable theory (contract, tort or otherwise) upon which a claim, action, cause of action, demand, lawsuit, arbitration, inquiry, proceeding or litigation is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

8. LESSOR NOT A PARTY. Lessor is not a party to, and shall have no rights, obligations or duties under or in respect of, this Agreement.

9. NOTICES. Any notice or other communication under this Agreement shall be in writing and delivered in person, electronic mail or mailed postage prepaid by registered or certified mail or sent by express overnight delivery service with a nationally recognized carrier, to the applicable party at its address set forth on the signature page of this Agreement, or at such other address as any party hereto may designate as its address for communications under this Agreement by notice so given. Any such notice or communication sent by mail will be effective and deemed received three (3) days after deposit in the United States mail, duly addressed to the address for the Party set forth below, with registered or certified mail postage prepaid. Any such notice or communication sent by express overnight delivery service with a nationally recognized carrier will be effective and deemed received one (1) day after deposit with such delivery service, duly addressed, with delivery fees prepaid. The Lessee shall promptly notify EFM of any change in the Lessee’s address.

10.MISCELLANEOUS. This Agreement embodies the entire Agreement between the parties relating to the subject matter hereof. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that Lessee may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of EFM. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Missouri (without reference to conflict of law principles).

IN WITNESS WHEREOF, EFM and Lessee have executed this Full Maintenance Agreement as of the day and year first above written.

Signature: ___________________________________________________ By: ___________________________________________________ Title: ___________________________________________________ Address: ___________________________________________________ ___________________________________________________
___________________________________________________
Date Signed: ____________________________________, ___________ © 2022 Enterprise Fleet Management, Inc. K06788 MaintAgree Walkaway_update2.22 Page 154 of 306 Agenda Item No. 8 April 7, 2026 | 1
City of La Palma
Agenda Item No. 8
MEETING DATE: April 7, 2026
TO: City Council
FROM: City Manager
SUBMITTED BY: Jake Chavira, Acting Community Development & Public Works Director
AGENDA TITLE: Citywide Janitorial Services Award of Contract RECOMMENDED ACTION:

Approve and authorize the City Manager to execute an agreement with ABM Industry Groups, LLC, for citywide janitorial services.

BACKGROUND:

At the October 1, 2024, City Council meeting, the Council adopted a resolution amending the Memorandum of Understanding (MOU) with the La Palma General Employees Association (LPGEA) and authorized the City Manager to execute a side letter establishing a Custodian position. The position was filled in February 2025. After starting in the role, it quickly became apparent that completing all custodial responsibilities during regular working hours was challenging due to the scope of duties. In October 2025, the Custodian resigned to pursue other employment. Later that year, the LPGEA requested a return to a contracted janitorial model and elimination of the Custodian position.

The City Council approved this change via side letter at its January 13, 2026, meeting. The City then initiated an Request for Proposals (RFP) to procure contracted janitorial services.

SUMMARY:

Staff issued an RFP for Janitorial Services on January 26, 2026. Representatives from 20 companies attended the pre-bid meeting and site visit on February 9, 2026. 15 bids were received, with the lowest bidder being excluded for not providing the required submission forms. The 4 lowest evaluated bidders and their respective bid amounts are listed below:

Bidding Contractor Evaluation Score Annual Costs

1. Xperience Cleaning Services, LLC Disqualified $65,002

2. Omni Enterprise Inc. 76% $67,914

3. US Metro Group Inc. 88% $77,245

4. ABM Industry Group, LLC 90% $77,714

Page 155 of 306 ends

Agenda Item No. 8 April 7, 2026 | 2
In consultation with City staff, it is recommended that the janitorial contract be awarded to ABM Industry Group, LLC (ABM). While not the lowest bidder, ABM received the highest evaluation score among the lowest four bids based on the RFP criteria. Staff is confident ABM can meet the City’s expectations based on the quality of its proposal, references, and experience.

When awarding a professional services agreement, the City’s Municipal Code does not require the selection of a contractor based on a low bid alone. The Code states “the procurement of professional and other nonpublic works contractual services may be made on the basis of the qualification and experience of the bidders, and without following either formal or informal bid procedures.” (Chapter 2, Article VII, Section 2-197-Bidding). Although it is not required to conduct formal bidding, staff wants to ensure that the City is receiving fair pricing for the service provided. Given the bids received, staff is confident that ABM Industry Group, LLC Services’ pricing is competitive for the janitorial services required by the City.

The initial term for this Agreement is three years, beginning on April 7, 2026, and ending on April 7, 2029. If the option is exercised, the term may be renewed annually, not to exceed a contract period of five years. The City reserves the right to terminate the Contract without cause prior to April 7, 2027, with a 30-day written notice. The contract provides for an adjustment to its rates on an annual basis beginning April 7, 2027, and annually thereafter, if applicable, by a percentage equal to the percentage change in the Los Angeles-Long Beach-Anaheim Consumer Price Index (CPI). On April 8, 2027, Contractor shall submit a rate adjustment request to the City of the applicable CPI Change.

Additionally, the agreement allows for an adjustment to its rates should any new federal or statemandated minimum wage be increased during the term of this agreement. ABM Industry Group, LLC must submit this rate increase request to the City 60 days prior to implementation.

ENVIRONMENTAL IMPACT:

The approval of this agreement with ABM Industry Groups, LLC for citywide janitorial services is not a project for purposes of the California Environmental Quality Act (CEQA) pursuant to Cal. Pub. Res.

Code § 21065.

FISCAL IMPACT:

The total annual cost of the ABM Industry Group Agreement is approximately $77,714, subject to annual CPI adjustments. The FY 2025/26 Adopted Budget includes sufficient funding for the remaining FY 2026 janitorial services and supply needs (001-402-6050-00000; 035-900-7080-00000; 001-402-7290-00000). Future funding will be budgeted accordingly.

ATTACHMENTS:

1. ABM-Prof Svcs Agreement

2. City_of_La_Palma_ABM_Janitorial_Proposal_02.19.26 (4)

3. Final_RFP_Janitorial_Services_2026-01-26 (7)

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439856.1

AGREEMENT FOR CONSULTANT SERVICES
ABM INDUSTRY GROUPS, LLC.

THIS AGREEMENT FOR CONSULTANT SERVICES (hereinafter, the “Agreement”), is entered into as of April 7, 2026 by and between the CITY OF LA PALMA, a municipal corporation (hereinafter, the “City”), and ABM Industry Groups, LLC, a corporation (hereinafter, the “Consultant”). The Consultant and the City are hereafter together referred to as the “Parties” and each individually as a “Party.”

RECITALS
A. The City requires the services of, and desires to retain, a consultant to perform the services set forth and described in the Scope of Work attached hereto as Exhibit “A” and incorporated herein by this reference (hereinafter, the “Consultant Services”).

B. By virtue of the Consultant’s expertise, experience, and background, the Consultant is qualified to perform the Consultant Services for and on behalf of the City.

C. The City and the Consultant mutually desire to enter into this Agreement for the provision of the Consultant Services by the Consultant for and on behalf of the City, in accordance with the terms and conditions set forth herein.

EXECUTORY AGREEMENTS
NOW, THEREFORE, in consideration of the facts recited above and the covenants, conditions, and promises contained herein, the City and the Consultant mutually agree as follows:

1. RETENTION AND DUTIES OF CONSULTANT

1.1 Retention of Consultant. The City hereby retains the Consultant, and the Consultant accepts this retention from the City, to perform the Consultant Services as set forth in the Scope of Work attached hereto as Exhibit “A”.

1.2 Term. This Agreement shall commence on April 7, 2026, and shall be in full force and effect through April 7, 2029, unless sooner terminated or later extended per options pursuant to the provision of this Agreement. If the option is exercised, the term may be renewed annually, not to exceed a contract period of five years in total. The City reserves the right to terminate the Contract without cause prior to April 07, 2027, with a 30-day written notice.

1.3 Standard of Performance. The Parties mutually acknowledge that the City has retained the Consultant to perform the Consultant Services based upon the special skills, expertise, and experience of the Consultant. Accordingly, in performing the Consultant Services, the Consultant shall use the skill and care that a highly specialized professional with significant expertise in the field, would use under similar circumstances. To the extent that the Consultant retains sub-consultants or subcontractors to perform any portion of any of the Consultant Services, to the extent permitted hereunder, the Consultant has a duty to the City to ensure that the tasks and services performed by

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such sub-consultants and subcontractors meet the same highly specialized professional level, skill, and expertise expected of the Consultant.

1.4 Licenses, Permits, Fees, and Approvals. The Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Consultant Services prior to commencing work. The Consultant and its employees, agents, and sub-consultants or subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for the performance of the Consultant Services. The Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the Consultant Services, and shall indemnify, defend and hold harmless the City and City Personnel against any such fees, assessments, taxes, penalties or interest levied, assessed, or imposed against the City hereunder.

1.5 Personnel. The Consultant shall at all times allocate sufficient qualified personnel as required to perform the Consultant Services. The Consultant represents that the Consultant Services will be performed by the Consultant or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable Federal, State and local law to perform such tasks and services. The Consultant shall pay all wages, salaries, and other amounts due to such personnel in connection with their performance of the Consultant Services and as required by law.

1.6 Materials. The Consultant shall equip itself with all necessary goods, materials, equipment and personal property to perform the services specified in this Agreement.

The Consultant shall at all times ensure that all goods, materials, equipment and personal property included within the Consultant Services shall be of good quality, fit for the purpose intended.

1.7 Warranty. By executing this Agreement, the Consultant warrants that the Consultant (i) has thoroughly investigated and considered the Consultant Services to be performed, (ii) has carefully considered how the Consultant Services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the Consultant Services.

1.8 Coordination With City. In the performance of the Consultant Services, the Consultant shall report to and receive instructions from the Community Development and Public Works Director of the City or his or her designee (“Contract Administrator”). Tasks or services other than those specifically described in the Scope of Work shall not be performed by the Consultant or any sub-consultant or subcontractor without the prior written approval of the Contract Administrator pursuant to Section 1.11 herein.

1.9 Subcontracting Prohibited. The Consultant shall not subcontract the performance of any of the Consultant Services without the prior written approval of the Contract Administrator.

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1.10 Project Manager. The Consultant agrees that the following person shall be the project manager on behalf of the Consultant under this Agreement, and shall be principally responsible for performing the Consultant Services:

Sergio Sanchez
Branch Manager
Notwithstanding the foregoing, the Parties acknowledge that persons other than the abovedesignated project manager of the Consultant may perform tasks or services under this Agreement if the performance of such tasks or services is under the supervision and control of the Consultant’s project manager. The Consultant shall not alter the assignment of the above-designated project manager without the prior written approval of the Contract Administrator.

1.11 Additional Services. If the City changes the scope of the Consultant Services to be performed by the Consultant, or if the Consultant is requested to perform services not specifically described in the Scope of Work (“Additional Services”), the Consultant shall perform such services as are necessary to complete the work, and compensation for the work performed shall be paid by the City in accordance with the Budget and Fee Schedule attached hereto as Exhibit “B” and incorporated herein by this reference, or as otherwise may be agreed in writing by the City and the Consultant. It is expressly understood by the Consultant that the provisions of this Section 1.11 shall not apply to services specifically set forth in the Scope of Work or reasonably contemplated therein. The Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than the Consultant anticipates and that the Consultant shall not be entitled to additional compensation therefor. Unless contradictory of this Section 1.11, all provisions in this Agreement applicable to the Consultant’s performance of the Consultant Services shall also apply to the Additional Services.

2. COMPENSATION TO CONSULTANT

2.1 Payment by the City. The City shall pay to the Consultant for the performance of the Consultant Services compensation in accordance with the Budget and Fee Schedule attached hereto as Exhibit “B”.

2.2 Invoices. The Consultant shall invoice the City on a monthly basis for all work performed by the Consultant under this Agreement. Invoices shall include billings for all charges, including authorized direct costs incurred by the Consultant during the month covered by the invoice. All charges for labor or professional services shall describe with specificity the services rendered and shall set forth the number of hours worked and hourly rates in accordance with the Budget and Fee Schedule. Within thirty (30) days of receipt of an invoice, and upon determination by the City that the invoice is in order and that the Consultant has performed all requested or required services in a timely and competent manner, the City shall pay such invoice.

2.3 Record of Payment. The Consultant shall maintain records on all services for and charges to the City under this Agreement for a period of not less than twenty-four (24) months, or for any longer period required by law, after the termination of this Agreement, and make such records available for review and audit if requested by the City at any time during the

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term, or within twenty-four (24) months, or for any longer period required by law, after the termination of this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible.

3. LEGAL RESPONSIBILITIES

3.1 Compliance with Law. The Consultant shall keep fully informed of all Federal and State laws and regional, county, and municipal ordinances and regulations which may in any manner affect those employed by the Consultant or the performance by the Consultant of any tasks or services for or on behalf of the City. The Consultant shall at all times observe and comply with all such laws, ordinances, and regulations, and shall be responsible for the compliance therewith of all work and services performed by the Consultant by or on behalf of the City.

3.2 Independent Contractor. The Consultant is retained as an independent contractor only, for the sole purpose of rendering the Consultant Services, and is not an employee of the City. The City shall have the right to control the Consultant only as to results of the Consultant’s services rendered pursuant to this Agreement, and the City shall not have the right to control the means by which the Consultant accomplishes the services performed under this Agreement.

3.3 Non-Discrimination. The Consultant shall not discriminate against any employee or applicant for employment because of any impermissible classification pursuant to Federal or State law, including, but not limited to, race, color, religion, national origin, gender, physical or mental disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status. The Consultant shall incorporate the foregoing provisions in all subcontracts.

3.4 Proprietary Information. All proprietary information developed by the Consultant in connection with, or resulting from, this Agreement, including but not limited to inventions, discoveries, improvements, copyrights, patents, maps, reports, textual material, or software programs, shall be the sole and exclusive property of the City, without restriction or limitation upon their use. The Consultant agrees that the compensation to be paid pursuant to this Agreement includes adequate and sufficient compensation for any proprietary information developed in connection with or resulting from the performance of the Consultant Services under this Agreement. The Consultant further understands and agrees that full disclosure of all proprietary information developed in connection with, or resulting from, the performance of services by the Consultant under this Agreement shall be made to the City, and that the Consultant shall do all things necessary and proper to perfect and maintain ownership of such proprietary information by the City. The Consultant hereby agrees to deliver such proprietary information to the City upon the expiration or termination of this Agreement. It is understood and agreed that the proprietary information prepared pursuant to this Agreement is prepared specifically for the City and is not necessarily suitable for any future or other use. The Parties agree that, until final approval by the City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law.

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3.5 Patented and Copyright Materials. The Consultant shall assume all costs arising from the use of patented or copyrighted materials, including but not limited to equipment, devices, processes, and software programs, used or incorporated in the services or work performed by the Consultant under this Agreement. Pursuant to Section 3.8 herein, the Consultant shall indemnify, defend (with legal counsel acceptable to the City), and hold the City and its elected and appointed boards, members, officials, officers, agents, representatives, employees, and volunteers (“City Personnel”) harmless from any and all suits, actions, or proceedings of every nature for or on account of the use of any patented or copyrighted materials.

3.6 Ownership Of Written Materials. All reports, documents or other written material, and all electronic files, including computer-aided design files, developed by Consultant in the performance of this Agreement (such written material and electronic files are collectively known as "written materials") shall be and remain the property of City without restriction or limitation upon its use or dissemination by City except as provided by law. Consultant may take and retain copies of such written materials as desired, but no such written materials shall be the subject of a copyright application by Consultant .

3.7 Prevailing Wages. The Parties have determined that prevailing wage laws do not apply to this Agreement because the Consultant Services do not include construction, alteration, demolition, installation, or repair work or other otherwise exempt under California’s prevailing wage laws (Lab. Code, § 1720 et seq.). Notwithstanding the foregoing, it is agreed by the Parties that, in connection with performance of the Consultant Services, including, without limitation, any and all public works (as defined by applicable law), the Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Pursuant to Section 3.8 herein, the Consultant shall indemnify, defend (with legal counsel acceptable to the City), and hold the City and City Personnel harmless from and against any liability, loss, damage, cost or expenses (including but not limited to reasonable attorneys’ fees, expert witness fees, court costs, and costs incurred related to any inquiries or proceedings) arising from or related to (i) the noncompliance by the Consultant or any party performing the Consultant Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by the Consultant or any party performing the Consultant Services on the Consultant’s behalf to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law.

3.8 Indemnification.

3.8.1 Indemnification of the City. Except as set forth in subdivision 3.8.4, the Consultant shall indemnify, defend (with legal counsel acceptable to the City), and hold harmless the City and City Personnel from and against any and all actions, suits, claims, demands, judgments, attorneys fees, costs, damages to persons or property, losses penalties, obligations, expenses, or liabilities (“Claims”) that may be asserted or claimed by any person or entity arising out of the Consultant’s, or any of its officers, employees,

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servants, agents, or subcontractors, or anyone directly or indirectly employed by either Contractor or its subcontractors, performance of any tasks or services for or on behalf of the City, whether or not there is concurrent active or passive negligence on the part of the City and/or any City Personnel, but excluding any Claims arising from the sole negligence or willful misconduct of the City or any City Personnel. The Consultant shall defend any action or actions filed in connection with any such claims or liabilities, and shall pay all costs and expenses, including attorney’s fees incurred in connection therewith. The Consultant shall promptly pay any judgment rendered against the City or any City Personnel for any such claims or liabilities. In the event the City and/or any City Personnel is made a party to any action or proceeding filed or prosecuted for any such Claims arising out of or in connection with the work being performed or services being provided under this Agreement, the Consultant shall pay to the City any and all costs and expenses incurred by the City or City Personnel in such action or proceeding, together with reasonable attorney’s fees and expert witness fees.

3.8.2 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 ("CalPERS") to be eligible for enrollment in CalPERS 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 CalPERS 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.

3.8.3 Notwithstanding any federal, state, or local 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 CalPERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for CalPERS benefits.

3.8.4 Design Professionals. The provisions of this subdivision 3.8.4 apply only in the event that the Consultant is a “design professional” within the meaning of the California Civil Code Section 2782.8(c). If the Consultant is a “design professional” within the meaning of Section 2782.8(c), then notwithstanding subdivision 3.8.1 above, to the fullest extent permitted by law (including, without limitation, Civil Code Sections 2782 and 2782.6), the Consultant shall defend (with legal counsel reasonably acceptable to the City), indemnify, and hold harmless the City and City Personnel from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of the Consultant, any sub-consultant, subcontractor, or any other person directly or indirectly employed by them, or any person that any of them control, arising out of the Consultant’s performance of any task or service for or on behalf of the City under this Agreement. Such obligations to defend, hold harmless, and indemnify the City or any City Personnel, shall not apply to the extent that such Claims are caused in part by the sole negligence or willful misconduct of the City or such City Personnel. The Consultant’s cost to defend the City and/or City Personnel against any such Claim shall not exceed the

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Consultant’s proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code section 2782.8(a), in the event that one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the Consultant shall meet and confer with the City (and, if applicable, other parties) regarding any unpaid defense costs. To the extent the Consultant has a duty to indemnify the City or any City Personnel under this subdivision (b), the Consultant shall be responsible for all incidental and consequential damages resulting directly or indirectly, in whole or in part, from the Consultant’s negligence, recklessness, or willful misconduct.

3.9 Retention of Funds. The Consultant hereby authorizes the City to deduct from any amount payable to the Consultant (whether arising out of this Agreement or otherwise) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate the City for any losses, costs, liabilities, or damages suffered by the City, and all amounts for which the City may be liable to third parties, by reason of the Consultant's negligent acts, errors, or omissions, or willful misconduct, in performing or failing to perform the Consultant's obligations under this Agreement. The City in its sole and absolute discretion, may withhold from any payment due to the Consultant, without liability for interest, an amount sufficient to cover such claim. The failure of the City to exercise such right to deduct or withhold shall not act as a waiver of the Consultant's obligation to pay the City any sums the Consultant owes the City.

3.10 Insurance. The Consultant shall not commence the performance of any work or services under this Agreement until the Consultant has obtained all insurance required hereunder, nor shall the Consultant allow any sub-consultant or subcontractor to commence services until all such insurance has been obtained by the sub-consultant or subcontractor. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. All insurance policies shall be issued by an insurance company currently authorized by the California Department of Insurance to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. The Consultant shall take out and maintain at all times during the performance of this Agreement the following policies of insurance:

3.10.1 Workers Compensation Insurance to cover the Consultant’s employees as required by law; and the Consultant shall require all subcontractors to provide such compensation insurance for all of the latter’s employees. Each such policy of worker compensation insurance shall carry the following endorsements:
(a) “The insurer waives all rights of subrogation against THE CITY OF LA PALMA, its officers, officials, agents, employees, and representatives.”
(b) “This insurance policy shall not be canceled, limited or nonrenewed by the insurer until thirty (30) days after receipt by THE CITY OF LA

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PALMA of a written notice of such cancellation, limitation, or reduction of coverage.”

3.10.2 Comprehensive General Liability Insurance for bodily injury, death, and property damage which may arise from the negligent performance of the Consultant, its employees, agents representatives, successors, and assigns while performing work or services under this Agreement, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate. Each such policy of insurance shall be in a form satisfactory to the City and shall contain the following endorsements:
(a) “THE CITY OF LA PALMA, its officers, officials,
employees, and representatives, are hereby declared to be additional insureds under the terms of this policy with respect to the operations and activities of the named insured at or from the premises of THE CITY OF LA PALMA described above.” (b) “This insurance policy shall not be canceled, limited, or not renewed until thirty (30) days after receipt by THE CITY OF LA PALMA of a written notice of such cancellation, limitation, or reduction of coverage.” (c) “This insurance policy is primary insurance and no insurance held or owned by the designated additional insureds shall be called upon or looked to cover a loss under said policy; THE CITY OF LA PALMA shall not be liable for the payment of premiums or assessments on this policy.”

3.10.3 Comprehensive Automobile Liability Insurance, including owned, non-owned, and hired automobiles, in a minimum Combined Single Limit of $1,000,000 per occurrence for bodily injury, death, and property damage. Each such policy of insurance shall be in a form satisfactory to the City and shall contain the following endorsements:
(a) “THE CITY OF LA PALMA, its officers, officials,
employees, and representatives, are hereby declared to be additional insureds under the terms of this policy with respect to the operations and activities of the named insured at or from the premises of THE CITY OF LA PALMA described above.” (b) “This insurance policy shall not be canceled, limited, or not renewed until thirty (30) days after receipt by THE CITY OF LA PALMA of a written notice of such cancellation, limitation, or reduction of coverage.” (c) “This insurance policy is primary insurance and no insurance held or owned by the designated additional insureds shall be called upon or looked to cover a loss under said policy; THE CITY OF LA PALMA shall not be liable for the payment of premiums or assessments on this policy.”

3.10.4 Professional Liability Insurance to protect the City from the Consultant’s negligent acts, errors, and omissions of a professional nature, with coverage in a minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement

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and the Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.

3.10.5 Renewal of Insurance. At least thirty (30) days prior to the expiration of any policy of insurance required under Paragraph 3.9.1, 3.9.2, 3.9.3 or 3.9.4, a signed complete certificate of insurance, with all endorsements provided herein, showing that such insurance coverage has been renewed or extended, shall be filed with the City.

3.10.6 Prohibited Insurance Provisions. Insurance policies required under Paragraph 3.9.1, 3.9.2, 3.9.3 or 3.9.4, shall not include any limiting provision or endorsement that has not been submitted to the City for approval. By way of example, additional insured endorsements shall not be limited to “ongoing operations,” exclude contractual liability, restrict coverage to the “sole” liability of the Consultant, or contain any other limitation contrary to this Agreement.

3.10.7 Variations to Insurance Requirements. The City may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected.

3.11 Conflicts of Interest.

3.11.1 City Personnel. No City Personnel shall have any financial interest, direct or indirect, in this Agreement, or participate in any decision relating to this Agreement that affects his or her financial interest or the financial interest of any corporation, partnership, association or other entity in which he or she is interested, in violation of any federal, state or city statute, ordinance or regulation. The Consultant shall not employ any such person while this Agreement is in effect.

3.11.2 Consultant. The Consultant represents, warrants and covenants that he, she or it presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of the Consultant’s obligations and responsibilities under this Agreement. The Consultant further agrees that while this Agreement is in effect, the Consultant shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of the Consultant’s obligations and responsibilities under this Agreement.

The Consultant acknowledges that pursuant to the provisions of the Political Reform Act (Government Code section 87100 et seq.), the City may determine the Consultant to be a “consultant” as that term is defined by the Act. In the event the City makes such a determination, the Consultant agrees to complete and file a “Statement of Economic Interest” with the City Clerk to disclose such financial interests as required by the City. In such event, the Consultant further agrees to require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” to disclose such other person’s financial interests as required by the City.

3.11.3 Campaign Contributions. This Agreement is subject to Government Code section 84308, as amended by Senate Bill 1439 (2022), Senate Bill 1181 (2024), and

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Senate Bill 1243 (2024). Consultant shall disclose any contribution to an elected or appointed City official’s campaign or committee in an amount of more than five hundred dollars ($500) made within 12 months preceding the Commencement Date, by Consultant, its, her, or his agent, or another party affiliated with Consultant. Consultant shall provide a signed copy of the attached Campaign Contribution Disclosure Form to City prior to, or concurrent with, Consultant’s execution of this Agreement and no later than the Commencement Date.

3.12 No Undue Influence. The Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City shall receive compensation, directly or indirectly, from the Consultant, or from any officer, employee, or agent of the Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. The Consultant further warrants that it has not employed or retained any company or person other than a bona fide employee working for the Consultant, to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

3.13 No Benefit to Arise to City Employees. No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Consultant Services to be performed under this Agreement.

4. RIGHTS AND REMEDIES

4.1 Termination By the City. The City reserves and has the right and privileges, at its sole discretion and with or without cause at any time during the term of this Agreement, of suspending, canceling or terminating this Agreement or any work in connection with this Agreement with or without any breach or failure to perform of the Consultant. Upon receipt of any notice of termination from the City, the Consultant shall immediately cease all services hereunder except such as may be specifically approved in writing by the Contract Administrator.

In the event of termination under this Section 4.1, all finished or unfinished data, studies, maps, reports, and other items prepared by the Consultant shall become the property of the City, and the Consultant shall promptly deliver such items to the City. In the event of termination under this Section 4.1, the City shall pay the Consultant for all authorized services performed and for all authorized and invoiced expenses incurred up to the date of termination of this Agreement, on a time and materials basis in accordance with the Budget and Fee Schedule attached hereto as Exhibit “B”.

4.2 Performance to the City’s Satisfaction. The Consultant agrees to perform all work to the reasonable satisfaction of the City. If the services performed under this Agreement

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are not satisfactory, the City has the right to take appropriate action, including but not limited to:
(i) meeting with the Consultant, its agents or subcontractors to review the quality of the work and resolve matters of concern; (ii) requiring the Consultant to have the work repeated at no additional fee until it is satisfactory; (iii) withholding payment of the City’s compensation to the Consultant for any unsatisfactory work performed; (iv) suspending delivery of work to the Consultant for an indefinite time; and/or (v) terminating this Agreement.

4.3 Default, Remedies.

4.3.1 Default of Insurance Requirements. In addition to any other remedies at law or equity the City may have if the Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time required by Section 3.9 herein, the City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies the City may have and are not the exclusive remedy for the Consultant’s breach:
(a) Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; (b) Order the Consultant to stop work under this Agreement or withhold any payment that becomes due to the Consultant hereunder, or both, until the Consultant demonstrates compliance with the insurance requirements herein; and/or
(c) Immediately terminate this Agreement.

4.3.2 Other Defaults. In addition to any other remedies at law or equity the City may have, if the Consultant materially breaches any of the terms of this Agreement, the City's remedies shall include, but not be limited to, any or all of the following:
(a) Immediately terminate this Agreement; and/or
(b) Take over the work and prosecute the same to completion by contract with another consultant or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder, including costs incurred by the City in retaining a replacement consultant and similar expenses, exceeds the Budget contained in Exhibit “B”.

4.4 Force Majeure. Any time period specified in this Agreement for performance of services shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the City or the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the delaying Party shall within ten (10) days of the commencement of such delay notify the other Party in writing of the causes of the delay (“Force Majeure Event”). If the Consultant is the delaying Party, the City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the

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enforced delay when and if in the judgment of the City such delay is justified. The City’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall the Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused. The Consultant’s sole remedy shall be extension of this Agreement pursuant to this section. For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in the market prices or conditions, or (c) a party’s financial inability to perform its obligations hereunder. The current events related to the COVID-19 pandemic are known and shall not constitute Force Majeure Event, future impacts of the COVID-19 pandemic may be considered a Force Majeure Event to the extent that they prevent the performance of a Party's obligations under this Agreement.

5. MISCELLANEOUS

5.1 Notices. All notices, invoices or other instruments required or permitted to be given under this Agreement shall be served by personal delivery or deposited in a United States mail depository, postage prepaid, and addressed as follows:

If to the City: CITY OF LA PALMA
7822 Walker Street
La Palma, CA 90623
Attn: Jake Chavira
Acting Community Development and Public Works
Director
If to the Consultant: ABM Industry Groups, LLC,
14201 Franklin Ave.

Tustin, CA 92780
Attn: Serio Sanchez
Branch Manager
or such other address or person as either Party may indicate to the other in writing. Service of any instrument by mail shall be deemed effective forty-eight (48) hours after deposit in a United States mail depository, postage prepaid, and addressed as set forth above.

5.2 Integration. This Agreement represents the entire understanding of the City and the Consultant as to those matters contained herein, and no prior oral or written understanding shall be of any force or effect with regard to those matters covered by this Agreement. This Agreement may not be modified, altered, or amended except in writing signed by both the City and the Consultant. The Contract Administrator is hereby authorized to approve and effectuate amendments to this Agreement to the extent permitted by applicable law.

5.3 Construction, Venue. This Agreement shall be construed in accordance with the laws of the State of California and as if drafted by both parties hereto. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. Legal actions concerning any dispute, claim,

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or matter arising out of or in relation to this Agreement shall be instituted and maintained in the Superior Courts of the State of California in the County of Orange, or in any other appropriate court with jurisdiction in such County, and the Consultant agrees to submit to the personal jurisdiction of such court.

5.4 Rights and Remedies are Cumulative. Except as may be expressly set forth in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies or other rights or remedies as may be permitted by law or in equity shall not preclude the exercise by such Party, at the same or different times, of any other rights or remedies to which such Party may be entitled.

5.5 Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, the invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

5.6 Assignment. The Consultant shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the City; and any such assignment or other transfer without such consent shall be void.

5.7 Consultant not a City Agent. Except as the City may specify in writing, the Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. This Agreement does not grant to the Consultant any authority, express or implied, to bind the City to any obligation whatsoever.

5.8 Attorney’s Fees. In the event any action is commenced by one Party to this Agreement against the other to enforce any of the rights or obligations arising from this Agreement, the prevailing Party in such action, in addition to any other relief and recovery ordered by the court, shall be entitled to recover all statutory costs, together with reasonable attorney’s fees.

5.9 Successors and Assigns. Subject to the provisions of Paragraphs 1.9 and

5.6 hereinabove, this Agreement, and all of the covenants, terms, and conditions hereof, shall be binding upon, and inure to the benefit of, the City, the Consultant, and their respective successors and assigns.

5.10 Authority of Signatories. 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 so executing this Agreement the Parties are formally bound to the provisions of this Agreement.

5.11 No Waiver. No waiver by either Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be

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construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

5.12 No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

5.13 Non-Liability of City Personnel. No City Personnel shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City, or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement.

5.14 Execution. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the Parties.

5.15 Survival. The terms, provisions, representations and certification contained in this Agreement, or inferable therefrom, shall survive the termination of this Agreement and the payment of the compensation hereinabove provided.

5.16 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

5.17 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

CITY OF LA PALMA
By:

Peter L. Kim
City Manager
ATTEST:

Norma I. Alley
City Clerk, MMC
ABM Industry Groups, LLC
By:

Sergio Sanchez
Branch Manager
APPROVED AS TO FORM:

By:

Ajit S. Thind
City Attorney, City of La Palma

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EXHIBIT A
Scope of Work
Contractor will provide the services to be rendered as set forth in Exhibit A. Contractor

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shall provide scheduled custodial maintenance services, inclusive of floor and carpet care, cleaning and restocking restrooms, dusting and polishing, window cleaning, litter and refuse removal, kitchen and office cleaning, as described in accordance with the tasks and frequencies identified. In the event of any inconsistency between the terms and conditions contained in the agreement, the proposal, or the RFP, the terms and conditions of this agreement shall be controlling.

3.1 FUTURE AMMENDMENTS
The City reserves the right to change any portion of the work required, or amend such other terms and conditions that may become necessary. Any such revisions shall be accomplished by an amendment to the Contract approved by the City Manager and executed by the Contractor and the City.

3.2 REFUSE DISPOSAL
The City shall be responsible for, and pay the costs of, the disposal of all trash, litter, and debris collected (i.e., refuse) by the Contractor in the performance of the tasks within. The refuse collected by the Contractor in the performance of these tasks shall be deposited in a location, or locations as specified by the City.

3.3 HAZARDOUS MATERIALS
Use of any chemicals or hazardous materials by the Contractor in performing services shall be subject to the approval of the City, and shall be used in accordance with the manufacturer’s directions and specifications. The Contractor shall store and dispose of chemicals or hazardous materials in accordance with all laws, rules and regulations on the subject. The Contractor shall defend, indemnify and hold harmless the City and its officials and its employees for all claims, demands, damage, causes of action, loss, liability, cost or expense relating to the Contractor’s failure to comply with this section, but not for the sole negligence of the City, its agents or employees.

3.4 SAFETY
The Contractor shall perform all work in such a manner as to meet all accepted standards for safe practices and to safely maintain stored equipment, materials or other hazards consequential or related to the work. The Contractor shall additionally accept the sole responsibility for complying with all City, State, Federal, or other legal requirements, including but not limited to compliance with applicable O.S.H.A. and CALO.S.H.A. Safety Orders. The Contractor shall inspect all potential hazards at said facilities and keep a log indicating date inspected and action taken.

All services provided, and materials used, shall be in accordance with acceptable industry standards. Products used shall be environmentally safe, used in accordance with product directions and be subject to approval by the City’s representative(s). The Contractor shall maintain Material Safety Data Sheets (MSDS) for any and all chemical products used in the performance of this Contract at each site, in a labeled notebook. The City reserves the right to inspect these sheets at any reasonable time if necessary to ensure compliance

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and/or determine the acceptability of products being used, or for any other reasonable purpose.

3.5 ENVIRONMENTAL REQUIREMENTS
Contractor shall conduct all aspects of its operation in compliance with all state and federal laws and regulations, including environmental laws and regulations. Contractor shall ensure that all personnel whose responsibilities involve cleaning and waste disposal are trained in Best Management Practices, as set forth in the City’s NPDES permit and Stormwater Management Plan (i.e. National Pollutant Discharge Elimination Program, or NPDES).

Contractor shall immediately inform the City of any investigation, citation or legal action by any state or federal agency related to Contractor’s obligations under this contract, and shall defend, indemnify and hold the City, its officials and employees harmless from any loss including, but not limited to fines, penalties and corrective measures the City may sustain by reason of Contractor’s failure to comply with any state or federal law, regulation or rule, but not for the sole negligence of the City, its agents or employees.

In preparing the bid, the Contractor shall consider the following conditions pertaining to the completion of the specified maintenance tasks:

1. The Contractor must conduct all operations in accordance with the City’s Stormwater Management Plan:
a. Appurtenances must be cleaned by a method(s) which does not result in runoff going into any water body, gutter or storm drains. Only potable water may flow into any water body, gutter or storm drains. b. All wash water must be disposed of to a sanitary sewer. c. No litter, debris, oil, grease, green waste, or other materials and substances may be washed, swept or blown into the street or storm drains.
d. All liquids, including but not limited to, rinse water and cleaning agents, must be properly disposed of in compliance with all laws and regulations. No liquid or product of any kind may be discharged to a gutter, storm drain or paved surface where it could be carried to the storm drain system or to a water body.

3.6 CHANGES IN SERVICE
The City may, at its discretion, authorize the Contractor to perform additional work. Prior to performing any additional work, the Contractor shall prepare and submit a written description of the work with an estimate of labor and materials. No work shall commence

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without the prior written authorization of the City. Notwithstanding the above authorization, when a condition exists wherein there is imminent danger or injury to the public or damage to property, the City may verbally authorize the work to be performed upon receiving a verbal estimate from the Contractor. However, within twenty-four (24) hours after receiving a verbal authorization, the Contractor shall submit the written estimate to the City for written approval.

Additional compensation may be authorized at the discretion of the City, for “Additional Work” as deemed necessary by the City.
a. For authorized work designated as “Additional Work,” payment shall be based on Contractor’s estimate for such work. City shall authorize such work based upon Contractor’s estimate and thereafter Contractor shall submit an invoice to City, in all respects satisfactory to the City, which shall be for the actual work completed. Said invoice shall not exceed more than ten percent (10%) of Contractor’s estimate for such work. In the event that the City does not authorize such work, City reserves the right to perform such work with City employees, or to contract with a third party for such work.

All additional work as provided for herein shall commence on the specified date established and Contractor shall proceed diligently to complete said work within the time allotted.

City reserves the right to bid separately, outside the scope of this bid, for additional work and Specialty Functions. There is no guarantee that the City will request the Contractor to perform any additional work or Specialty Functions. Bidder must not rely on receiving a request from the City for additional work or Specialty Functions in preparing and submitting a bid.

Additional compensation may be authorized at the discretion of the City, subject to City budgetary conditions, for those “Specialty Functions,” or “Additional Work” deemed necessary by the City out of extraordinary incidents or circumstances or improvements as authorized herein.

3.7 WORK AND WORKMANSHIP
The Contractor shall thoroughly complete each task in a professional and workmanlike manner, and shall use quality equipment and materials that comply with all current regulations. The safety of workers, passersby, and the public shall be paramount.

The Contractor shall provide labor, materials and equipment necessary for janitorial services, except as otherwise specified hereinafter. Tasks shall be performed with nothing but the highest of standards at not less than the frequencies set forth in “Exhibit B.”
The Contractor shall designate or assign a representative(s) to act on behalf of the

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Contractor, if other than the Contractor him or herself, on all matters affecting work hereunder. Should this individual change; the City’s representative(s) must be notified in writing within five (5) days after the change.

The Contractor recognizes that City work forces and other parties under contract with the City may conduct other activities and operations. The Contractor may be required to modify or curtail certain tasks and operations and shall promptly comply with any request therefore by the City.

3.8 LOCKS / KEYS / SECURITY CODES
Access to City facilities shall be in accordance with instructions, keys, and/or security codes issued or provided by the City’s representative(s). Access may include special instructions about security systems installed at facilities. The Contractor shall take all reasonable precautions to ensure that security of the facilities and internal equipment, furnishings and other items are maintained at all times. Every effort must be made to make sure the building is secured prior to the Contractor’s employees leaving the building.

Facility keys and keycards will be checked-out each day of service at the Police Department, 7792 Walker Street, and checked-in at the completion of service that day.

California law stipulates that it is unlawful for a person to duplicate any keys without the permission of the owner. The penalty for violation of this law is either six (6) months imprisonment or a fine of $500.00, or both.

It will be the responsibility of the Contractor’s employees to disarm and arm the security alarm system. Failure to enter the security code and arming the security alarm system prior to leaving the building will result in a fee in the amount of $50.00 per occurrence, which will be deducted from the Contractor’s monthly payment.

3.9 VANDALISM
Contractor shall report any damage to City property, including but not limited to, vandalism, Acts of God, and third party negligence to City representative(s).

If the Contractor, its employees, or subcontractors cause damage to any City facility then the Contractor shall repair such damage at its own cost within a reasonable time or the City may repair or cause the repair of such damage, and the cost thereof shall be deducted from monies due the Contractor from the City.

3.10 INQUIRES AND COMPLAINTS
The Contractor shall provide methods to enable the City to contact a representative of the Contractor, who is proficient in English, to take necessary action regarding all inquires and complaints that may be received from the City. An answering service shall be considered an acceptable substitute to full-time coverage, provided Contractor is advised of any complaint within thirty (30) minutes after receipt of such complaint by the answering service.

During normal working hours, the Contractor’s representative who is responsible for

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providing maintenance services shall be available for notification through electronic communications, including but not limited to electronic mail.

All complaints shall be resolved as soon as possible after notification, but in all cases within twenty-four (24) hours, and to the satisfaction of the City representative(s). If any complaint is not resolved within this time, the City shall be notified immediately of the reason for not resolving the complaint, followed by a written report to the City within five (5) days. If the complaints are not resolved within the time specified or to the satisfaction of the City, the City may correct the specific complaint and the total cost incurred by the City will be deducted from the payments owing to the Contractor from the City.

3.11 ACCIDENT REPORTING
The Contractor shall immediately notify the designated City representative(s) (Contract Monitor) of any accident, regardless of whether or not injury or damage is evident, involving the Contractor’s staff, vehicles, and/or equipment. The Contractor shall provide all written reports and/or documentation requested by the City.

3.12 CONTRACTOR’S EQUIPMENT
The Contractor shall provide and properly maintain all necessary equipment including, but not limited to: floor scrubber, vacuum cleaner(s), appropriate mop buckets and wringers, brooms, high speed floor buffer, dust mops, dust pans, wet mops, floor squeegee, and sponges.

3.13 CONSUMABLE MATERIALS AND SUPPLIES – CITY SUPPLIED
The City will supply, at no cost to the Contractor, the following items:
a. All trash receptacles
b. Trash receptacle liners.
c. Paper towels, toilet paper, toilet seat covers, hand soap, sanitary napkins, and all related dispenser for restrooms.
d. Cleaning agents, chemicals, spotting agents and polishes.

The Contractor shall ensure proper distribution and monitoring of these materials and supplies so as to prevent waste, theft, or other abuse. Problems with dispensers shall be reported to the City’s representatives.

The City Representative(s) shall identify and authorize Contractor to use a designated area(s) for storage as needed. The designated storage areas shall be maintained in a neat, orderly and clean manner.

3.14 CONTRACTOR’S STAFF
The Contractor shall provide sufficient personnel to perform all work in accordance with the specifications set forth herein.

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Each crew of the Contractor’s employees shall include at least one individual who proficiently speaks and comprehends the English Language.

The City shall have the right to conduct background investigations, and to disapprove any employee on the Contractor’s work force. In this regard, the Contractor shall provide the City the names, driver’s licenses, and social security numbers of all personnel who will perform maintenance work under this agreement. The City will perform a criminal history check on any employee and may request additional employee information.

The City may, at any time, give the Contractor notice to the effect that the conduct or action of a designated employee of Contractor is, in the reasonable belief of the City, detrimental to the interest of the City. The Contractor shall meet with representatives of the City to consider the appropriate course of action with respect to such matter and the Contractor shall take reasonable measures under the circumstances to assure the City that the conduct and activities of the Contractor’s employee(s) will not be detrimental to the interest of the City. At no time will Contractor’s employees allow non-employees into City facilities during cleaning operations.

The Contractor’s employees shall not disturb documents on desks, open drawers or cabinets, use televisions, computers, typewriters, telephones, or radios. In addition, the consumption of alcoholic beverages or illegal drugs, gambling while on duty, or loitering in or on the facility after normal working hours are strictly forbidden, and any violation of the above items shall be grounds for terminating the contract by the City.

3.15 MANAGEMENT AND SUPERVISION
The Contractor has the responsibility of providing fully trained and qualified personnel.

City representative(s) shall closely monitor the staff’s performance, at each site, to detect operational irregularities and non-compliance with contractual requirements.

It is the Contractor’s executive, management, and supervisory staff’s responsibility to oversee the activities of its operational staff, throughout the range of its activities, and to see the staff does not delay, ignore, or otherwise limit its Contractual obligations.

The Contractor’s crew leader and operational staff, as well as their supervisory and management staff, shall be fully versed in the Contract and its timelines. An outline of the task requirements, schedule, and timelines for each facility shall be kept with each crew.

If any task cannot be thoroughly completed within the scheduled timeline, the City shall be notified immediately.

The Contractor shall also ensure that:

1. Operator and machine safety equipment shall be in place and operational.

2. Machine speed and operational characteristics shall match manufacturer’s recommendations.

3. The Contractor shall remedy hazardous materials on site that result from Contractor’s work and shall properly dispose of the materials off site. The Contractor shall notify appropriate agencies regarding all hazardous materials.

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4. Chemicals, cleansers, or equipment shall not be left exposed or accessible to, City employees or the public.

3.16 CERTIFICATIONS / REPORTS
The Contractor shall maintain and keep current a report that records when all Periodic, Seasonal, and Additional Work was completed at each facility. Required Facility Inspection Reports shall be completed and submitted as required. Said reports shall be in a form and content acceptable to the City and must be submitted to the City as scheduled. The City will not make the monthly payment until it has received and approved such reports.

3.17 SCHEDULED JANITORIAL SERVICES / FREQUENCY (See Exhibit “B”)

1. CLEAN FLOORS (Resilient Tile/Linoleum) – The Contractor shall begin cleaning operation by sweeping floor with a treated dust-mop to remove all dirt, dust, trash, particles, and other debris. The Contractor shall utilize a mildly abrasive pad (or equivalent) to remove all scuffmarks, scars, streaks, spills, stains, gum, tar, and other foreign substances. The Contractor shall then wet mop the floor. When wet mopping, the Contractor shall ensure that the floors, walls, baseboards, corners, thresholds, and adjacent surfaces are free of dirt, dust, marks, scars, streaks, spills, stains, gum, tar, and other foreign substances, including those resulting from the cleaning equipment and splashing of cleaning solution. The Contractor shall ensure that all cleaning solutions have been mixed according to manufacturer’s directions and are appropriate for the floor surface.

2. CLEAN CARPETS AND FLOOR MATS – The Contractor shall begin cleaning operation by removing all paper, gum, rubber bands, staples, paper clips and other debris from the carpet. The Contractor shall then use a carpet vacuum to remove surface soil and embedded grit from all areas accessible to the carpet vacuum. Chairs and trash receptacles shall be moved to vacuum underneath and then replaced to their original positions. The beater bars of the vacuum shall be adjusted to correspond to the pile height of the carpet. A tank vacuum with a crevice tool and brush attachment shall be used to clean all areas that are inaccessible to the carpet vacuum. The Contractor shall also spot clean the carpet to remove all spots, stains, gum, tar, and other substances. When spot cleaning carpet, the Contractor shall use a spray foam product and a soft bristle brush to agitate the area; any dampness shall be removed by blotting area with a clean, soft cloth. The City’s Representative(s) shall be notified if spot-cleaning effort is not effective.

3. CLEAN WALLS, WALL CABINETS, AND PARTITIONS – The Contractor shall spot clean walls, including light switches, wall cabinets and partitions to

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remove all dirt, cobwebs, mold, graffiti, grease, marks, stains, smears, and other foreign substances. The Contractor shall ensure that the walls, wall cabinets, and partitions are uniformly clean, that there are no smudge spots on the wall overlaps, and that water/cleaning fluids are not spilled onto floors or adjacent areas.

4. CLEAN GLASS DOORS, PARTITIONS, AND PANELS – The Contractor shall spot clean glass doors, glass partitions, and glass panels. The glass surfaces shall be completely cleaned and dried, and shall present a uniform appearance free of all dirt, grime, smudges, stains, streaks and foreign substances.

5. CLEAN DOORS AND DOOR FRAMES – The Contractor shall spot clean doors, including door glass and handles, and door frames to remove all dirt, cobwebs, mold, graffiti, grease, marks, stains, smears, mold, and other foreign substances. The Contractor shall ensure that water/cleaning fluids are not spilled onto floors or adjacent areas.

6. CLEAN CEILING VENTS AND LIGHT FIXTURES – The Contractor shall dust and spot clean the ceiling vents and light fixtures to remove all dirt, particles, and cobwebs.

7. CLEAN FURNISHINGS – The Contractor shall spot clean all furnishings (i.e., furniture) such as desks, chairs, cabinets, display cabinets, counters, tables, and other furnishings, including legs and bases as is appropriate to type.

Furnishings shall be free of dust, particles, lint, litter, stains, smudges, fingerprints, gum, tar, grease, marks, streaks, and foreign substances. Items on top of the furnishings shall not be disturbed in the cleaning procedure. Wood:

The Contractor shall use a soft, clean cloth and an approved polish to clean surfaces. Wood furnishings shall not have an oily film when the surface is rubbed lightly with fingertips. Hard surfaces (other than wood): The Contractor shall use a sponge, clean cloth, and of neutral detergent or glass cleaner to clean washable surfaces. Glass cleaner shall be used on all glass surfaces.

After cleaning, these surfaces shall have a clean, uniform appearance, free from streaks, spots and other evidence of removable soil. Vinyl: The Contractor shall wipe surfaces down with a cloth or sponges with an appropriate cleanser, re-wipe with clean damp cloth, and dry with a clean cloth. Cloth (including furniture and drapes): The Contractor shall use a lightly treated dust cloth, tank vacuum with dusting attachment, or a combination thereof to clean surfaces.

When spot cleaning furnishings, the Contractor shall use an appropriate foam product and a sponge to agitate the area, any dampness shall be removed by blotting area with a clean, soft cloth. The Contractor shall notify the City’s Representative(s) if spot-cleaning effort is not effective.

8. DUST FILE CABINETS, LEDGES, SHELVES, AND OTHER HIGH
SURFACES – The Contractor shall dust ledges, shelves, and other high surfaces. These items shall be free of dust, dirt, cobwebs, and other foreign

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substances.

9. EMPTY AND CLEAN TRASH RECEPTACLES / ASHTRAYS – The
Contractor shall empty all trash receptacles and ashtrays. Liners shall be replaced when soiled or torn; existing liners that are clean shall be reused. The interiors and exteriors of trash receptacles will be free of trash, liquids, gum, grease, and other foreign substances. Those trash receptacles that are found to contain liquids or other substances that could be the cause of odors shall be washed out and dried before new liners are installed. The Contractor shall place the removed trash into the dumpster/container located in the exterior trash enclosure. No trash should be left on the ground around the enclosure, or on top of the enclosure. The trash enclosure shall remain closed at all times.

10. CLEAN ENTRY DOORS, WINDOWS, AND WINDOWSILLS – The
Contractor shall dust and spot clean all window frames below six (6) feet so that they are free of dust, dirt, grime, streaks, graffiti, and other foreign substances. The Contractor shall also spot clean windows/doors to remove all smudges, fingerprints, marks, streaks, graffiti, or foreign substances discovered on windows or doors.

11. CLEAN DISPLAY CASE GLASS AND MIRRORS – The Contractor shall spot clean display case windows and glass to remove all smudges, fingerprints, marks, streaks, graffiti, or foreign substances discovered on windows or mirrors.

12. CLEAN KITCHEN – The Contractor shall clean/wash, using an approved germicidal disinfectant, and polish sinks, dispensers, cabinet, tables, chairs, countertops, and exterior surfaces of stove(s) and refrigerator(s) to remove all dust, dirt, grease, fingerprints, stains, streaks, and food particles. The Contractor shall restock/refill all soap and paper dispensers to proper fill levels.

13. CLEAN DRINKING FOUNTAINS – The Contractor shall use an approved germicidal disinfectant, a clean sponge, small brush or mildly abrasive pad to remove all hard water deposits, obvious soil, streaks, smudges, and foreign substances from the drinking fountain.

14. CLEAN RESTROOMS –
a. Clean and Disinfect Sinks, Toilets, Urinals, Exposed Plumbing: The Contractor shall use a germicidal detergent, a clean sponge, abrasive pad, toilet bowl mop, clean cloth and cleanser to completely clean and disinfect all exposed surfaces of sinks, toilets, and urinals. The cleaning shall include the drying and polishing of all exposed hardware. The interior of toilets, toilet seats, and urinals shall be scoured using a bowl mop. After the interior has been scoured (excluding waterless fixtures), the fixture shall be flushed

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and the water level followed down with a circular motion of the bowl mop to remove stains and chemical rings. After cleaning, the fixtures shall present a clean, bright, shiny appearance. Fixtures shall be free of all visible soils, scales, blood, feces, rust stains, scum, streaks, mineral deposits, and other foreign substances. All metal hardware such as flush valves, faucet valves, and faucets shall be wiped dry and free of streaks, spots, stains, etc.

Inoperable or broken fixtures shall be immediately reported to the City Representative(s).
b. Clean Sink, Urinal, and Toilet Stoppages: The Contractor shall attempt to clear all toilets and sink stoppages by use of a plunger or other device.

If the attempt to clear the stoppage(s) has failed, the Contractor shall post an “out of order” sign on the sink, urinal, or toilet stall door, and shall immediately report the stoppage(s) to the City Representative(s). c. Clean Ceiling Vents and Light Fixtures: The Contractor shall spot clean ceiling vents and light fixtures to remove all dirt, cobwebs, and other foreign substances.
d. Clean and Disinfect Restroom Floors: The Contractor shall begin cleaning/disinfecting operation by sweeping floor with a dust mop or broom to remove all dirt, dust, trash, particles, and other debris. The Contractor shall then thoroughly wet the entire floor utilizing a wet mop, mop bucket and wringer, and a germicidal disinfectant solution. The cleaning solution shall be removed using a well-wrung mop, or it may be squeegeed to the floor drain. After being mopped, the floor shall have a uniform appearance with no streaks, film swirl marks, detergent residue, mop strings, and grout should be free of mold or other evidence of soil. The Contractor shall ensure that there are no splash marks or mop streaks left on fixtures, walls, baseboards, trash receptacles, etc.
e. Clean Mirrors: The Contractor shall remove all soil, streaks, smudges, and foreign substances from the mirror surface and frame using glass cleaning solution and a cloth. Mirror surface shall be polished with a clean, dry cloth so that it presents a uniform, clean appearance.
f. Empty and Clean Trash Receptacles/Sanitary Napkin Disposal: The Contractor shall empty all trash and sanitary napkin receptacles. Liners shall be replaced when soiled or torn; existing liners that are clean shall be reused. The interiors and exteriors of trash receptacles will be free of trash, liquids, gum, grease, and other foreign substances. Those trash receptacles that are found to contain liquids or other substances that could be the cause of odors shall be washed out and dried before new liners are installed. The Contractor shall place the removed trash into the dumpster/container located in the exterior trash enclosure. No trash should be left on the ground around the enclosure, or on top of the enclosure.

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g. Fill and Clean Paper Dispensers: The Contractor shall refill all paper towel, toilet tissue, sanitary napkin, and other paper dispensers to the proper fill level. The Contractor shall also wipe and clean the dispensers and adjacent surfaces with a germicidal detergent to remove handprints and smudges. The Contractor shall check all dispensers for proper operation and shall report inoperative devices to the City Representative(s). h. Fill and Clean Soap Dispensers: The Contractor shall refill all soap dispensers to their proper fill level, in accordance with manufacturer’s instructions. The Contractor shall also wipe clean the dispensers and adjacent surfaces, removing any spills created during the refilling process.

The Contractor shall check all dispensers for proper operation and shall report inoperative devices to the City Representative(s). i. Wash Walls, Partitions, Door Frames, and Door Handles: The Contractor shall thoroughly wash all walls, partitions (including the interiors of toilet stalls), doorframes, and door handles with a germicidal disinfectant.

The Contractor shall ensure that the walls and partitions are uniformly clean, that there are no smudge spots on the wall overlaps, and that water/cleaning fluids are not spilled onto floors or adjacent areas. After washing, the walls, partitions, door frames, and door handles shall present a clean, bright, shiny appearance.
j. Washing Ceiling, Vents, and Light Fixtures: The Contractor shall thoroughly clean, using a germicidal disinfectant and sponge or clean cloth, the ceiling vents and light fixtures to remove all dirt, grease, particles, cobwebs, and other foreign substances. The Contractor shall not use a hose or any other means for this operation, other than those specified in this paragraph.
k. Strip and Seal Floors: The Contractor shall strip and seal floors, with an approved sealer. No wax shall be applied. The floor shall be free of dirt, dust, mold, streaks, marks, stains, cleaning application residue, streaks, watermarks, cleaning equipment marks, splashing, and dissolved and finished particles, and other foreign substances. Walls, baseboards, and other surfaces shall be clean and free of watermarks, cleaning equipment marks, and splashing. The Contractor shall ensure that baseboard, tile, fixtures, and other equipment is not damaged, disfigured, or impaired.

15. CLEAN SHOWERS: The Contractor shall begin the cleaning/disinfecting operation by sweeping floor with a wet mop to remove all dirt particles, foreign substances, and debris. Contractor shall then thoroughly wet the entire floor and wall surfaces utilizing a wet mop and scrub pad, mop bucket and ringer, and an approved germicidal disinfectant solution. The solution must be allowed

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to remain on the surface for three to four minutes, and shall be agitated using a scrub pad and/or mop. The Contractor shall then remove the cleaning solution using a well rung mop or squeegee to the floor drain. After being cleaned, the shower floor and walls shall have a uniform appearance with no film detergent residue, mop strings, and that the grout shall be free of mold or other evidence of soil. The Contractor shall ensure that there are no splash marks on fixtures or related locker room furniture.

16. PERIODIC SERVICES
a. Buff Floors (Resilient Tile/Linoleum): The Contractor shall damp mop, and then spray buff floor(s) with an approved floor wax and a high-speed polisher with an abrasive pad. This operation shall take place after the Daily* cleaning operation has been completed. Excessive wax build-up shall not be present on floor, corners, or baseboards.

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b. Machine Strip, Seal and Wax Floors (Resilient Tile/Linoleum): The Contractor shall strip, refinish with sealer, and wax floor(s) with an approved floor wax. Entire room shall be completed in one operation, and shall be completed in accordance with the manufacturer’s recommendation. c. Clean Carpets By Extraction Method / Shampoo: The Contractor shall thoroughly clean carpet (i.e., carpeted area) using the water extraction method. All paper, gum, rubber bands, staples, paper clips, and other debris shall be removed from the carpeted area. The Contractor shall then use a carpet vacuum to remove surface soil and embedded dirt. All spots and stains shall be treated with an approved spot cleaning solution and a soft bristle brush. Spot cleaning should continue until as much of the spot or stain as possible has been removed. All instructions provided by the manufacturer of the water extraction equipment and cleaning solutions shall be followed. After allowing sufficient drying time, the Contractor shall vacuum the carpeted area following a pattern that will give the carpet pile a uniform appearance.
d. Wash and Clean All Interior and Exterior Glass: The Contractor shall clean the interior and exterior side of all glass windows and entrance doors.

The surfaces shall be completely cleaned and dried, and shall present a uniform appearance free of all dirt, grime, smudges, stains, streaks, and foreign substances.
e. Wash Hoods, Stove Vents, Filters and Ducts: The Contractor shall wash kitchen hoods, stove vents, filters and ducts to remove all dust, dirt, grease, grime, food particles, and other foreign substances. The Contractor shall use an approved germicidal disinfectant. After washing, the hoods, stove vents, filters, and ducts shall present a clean, bright, and shiny appearance. f. Clean Baseboards & Kickplates: The Contractor shall completely clean all baseboards and kickplates, and shall present a uniform appearance to remove any dirt, grime, smudges, stains, streaks, and foreign substances. g. Clean Ovens: The Contractor shall completely clean all ovens and shall present a uniform appearance to remove any dirt, grease, grime, food particles, and other foreign substances.

3.18 SANITIZATION – the Contractor shall ensure all proper personal protection equipment is used as required when sanitizing the following:
a. All high-touch surfaces shall be sprayed and wiped-down using an EPA approved disinfectant, which include the following:
• All office doorknobs and handles

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• Desks and horizontal surfaces (Only areas that are clear and free of papers
• Kitchen counters, exterior cabinet/drawer handles, cooktop/stove handles, tables, chairs, and sinks
• Exterior of refrigerators, microwaves and handles
• Conference room tables, credenzas, chairs, and file cabinets • Restroom door handles, faucets, sinks, toilets, partition walls, shower doors and shower pan, mirrors, and urinals

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Schedule of Work By Type of Services at Various Locations CITY HALL

COMMUNITY

SERVICES/

CENTERAL
PARK

RESTROOMS
POLICE

DEPARTMENT CITY YARD
Offices, Lounges, Conference/Meeting Rooms, Council Chambers, Activity Rooms, Kitchens, Storage Rooms:

Empty & clean waste/recycle receptacles, replace liners and deposit trash in designated bins Monday - Thursday Daily* Daily* Monday - Thursday Empty & clean ashtrays/clean urns Monday - Thursday Daily* Daily* Monday - Thursday Clean & disinfect kitchen countertops, sinks, ranges, refrigerators, microwave ovens and vending machines, and community center kitchen walls Monday - Thursday Daily* Daily* Monday - Thursday Clean & polish counters, & bright metal, including any exposed chrome plumbing Clean & disinfect & polish drinking fountains & surrounding tiles/wallpaper Monday - Thursday
Monday - Thursday
Daily*
Daily*
Daily*
Daily*
Monday - Thursday
Monday - Thursday
Dust & clean all desks, counters, shelves, chairs, & chair mat (if accessible) Weekly Weekly Weekly Weekly Dust file cabinets, ledges, furniture, window sills, picture frames, venetian/mini blinds or other window coverings, etc. Weekly Weekly Weekly Weekly
Remove fingerprints/smudges from woodwork, doors, light switches, desks, office equipment, counters, walls, etc. Weekly Weekly Weekly Weekly
Sweep & dust mop all tiled areas Monday - Thursday Daily* N/A Monday - Thursday Wet mop all tiled floor areas with disinfectant Sunday Daily* Daily* Sunday Vacuum all carpets Monday - Thursday Daily* Daily* N/A
Spot clean carpets/remove stains Monday - Thursday Daily* Daily* N/A Scrub/buff all tiled/linoleum areas 1st Sunday monthly Monthly 1st Sunday monthly 1st Sunday monthly Machine strip & wax tile/linoleum floors (include Police Department kitchen, restrooms and storage rooms in community center building)
1st Sunday in
Jan/Apr/Jul/Oct
1st Sunday in
Feb/April/June/ Oct
1st Sunday in
Jan/Apr/Jul/Oct
1st Sunday in
Jan/Apr/Jul/Oct
Sweep entry areas and vacuum entry mats Monday - Thursday Daily* Daily* Monday - Thursday Dust, clean and polish all desk & furniture in City Council Chambers Monday N/A N/A N/A Dust tops of lockers in the locker rooms, wipe down/clean locker doors N/A N/A Sunday Sunday Secure buildings, lock exterior doors, windows, and reactivate security alarm system as instructed Daily* Daily* Daily* Daily* *Schedule may be modified by approval of the Public Works Director or designee Daily* Means Monday-Sunday

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Daily* Means Monday-Sunday

Schedule of Work By Type of Services at Various Locations CITY HALL

COMMUNITY

SERVICES/

CENTERAL
PARK

RESTROOMS
POLICE

DEPARTMENT CITY YARD
Restrooms:

Clean, disinfect & polish wash basins & fixtures Monday - Thursday Daily* Daily* Monday - Thursday Clean & disinfect toilet bowls, both sides of seats, & urinals Monday - Thursday Daily* Daily* Monday - Thursday Empty & clean waste & sanitary napkin disposal Monday - Thursday Daily* Daily* Monday - Thursday Clean & polish mirrors, counters, & bright metal, including any exposed chrome plumbing Monday - Thursday Daily* Daily* Monday - Thursday Sweep & wet mop floors with germicidal deodorant Monday - Thursday Daily* Monday - Thursday Monday - Thursday Clean tile around urinals/sinks, shower stalls Monday - Thursday Daily* Daily* Monday - Thursday Wipe down partition walls, partition doors, door frames & handles Monday - Thursday Daily* Daily* Monday - Thursday Sterilize shower stall floor & wall tiles, remove drain covers & wash down shower doors N/A Monday -Thursday Daily* Monday - Thursday Restock all paper & soap dispensers Monday - Thursday Daily* Daily* Monday - Thursday Glass Doors & Windows:

Clean entry doors, windows, & window sills remove fingerprints and smudges Monday - Thursday Daily* Daily* Monday - Thursday Clean display case and mirrors, remove fingerprints and smudges Monday - Thursday Daily* Daily* Monday - Thursday Wash and clean all interior glass 1st Sunday in
Jan/Apr/June/Oct
1st Sunday in
Jan/Apr/June/Oct
1st Sunday in
Jan/Apr/June/Oct
1st Sunday in
Jan/Apr/June/Oct
Wash and clean all exterior glass 1st Sunday in
Jan/Apr/June/Oct
1st Sunday in
Jan/Apr/June/Oct
1st Sunday in
Jan/Apr/June/Oct
1st Sunday in
Jan/Apr/June/Oct
Jail Area:

Sweep/dust mop all floors N/A N/A Daily* N/A
Wet mop all floors with disinfectant N/A N/A Daily* N/A Clean & disinfect toilets and sinks N/A N/A Daily* N/A
Clean/Sanitize mattresses & pillowcases N/A N/A Daily* N/A Periodic Services:

High & Low vertical dusting, including ceiling & corners, ceiling vents 1st & 3rd Monday of the month
1st & 3rd Tuesday of
the month
1st & 3rd Thursday of
the month
1st & 3rd Thursday
of the month
Clean baseboards & kickplates of all marks 1st & 3rd Monday of the month
1st & 3rd Tuesday of
the month
1st & 3rd Thursday of
the month
1st & 3rd Thursday
of the month
Vacuum upholstered furniture 1st & 3rd Monday of
the month
1st & 3rd Tuesday of
the month
1st & 3rd Thursday of
the month
1st & 3rd Thursday
of the month
Vacuum drapes N/A N/A N/A N/A
Clean Ovens 1st Sunday of the
month
1st Sunday of the
month
1st Sunday of the
month N/A
Shampoo Carpets 1st Sunday in
March/Sept
1st Sunday in
March/Sept
1st Sunday in
March/Sept N/A

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AVAILABLE WORKING HOURS BY LOCATION

MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY SUNDAY

CITY HALL
7822 Walker Street
10 p.m. to
7 a.m.
10 p.m. to
7 a.m.
10 p.m. to
7 a.m.
10 p.m. to
7 a.m. All Day All Day All Day
POLICE

DEPTARTMENT
7792 Walker Street
10 p.m. to
7 a.m.
10 p.m. to
7 a.m.
10 p.m. to
7 a.m.
10 p.m. to
7 a.m.
10 p.m. to
7 a.m.
10 p.m. to
7 a.m.
10 p.m. to
7 a.m.

COMMUNITY

SERVICES
7821 Walker Street
10 p.m. to
7 a.m.
10 p.m. to
7 a.m.
10 p.m. to
7 a.m.
10 p.m. to
7 a.m.
2 a.m. to
7 a.m.
2 a.m. to
7 a.m.
12 a.m. to
7 a.m.

CENTRAL PARK

RESTROOMS
7821 Walker Street
10 p.m. to
7 a.m.
10 p.m. to
7 a.m.
10 p.m. to
7 a.m.
10 p.m. to
7 a.m.
2 a.m. to
7 a.m.
2 a.m. to
7 a.m. All Day

CITY YARD OFFICE
8415 Meadowlark
6 p.m. to
7 a.m.
6 p.m. to
7 a.m.
6 p.m. to
7 a.m.
6 p.m. to
7 a.m. All Day All Day All Day

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Exhibit B
Fee Schedule
Compensation As Follows City agrees to pay Contractor for performance of services set forth in this agreement
a. Payment of a fixed monthly rate of $6,476.15 determined as follows:
$ 952.08 City Hall
$ 1,249.74 Police
$ 4,131.07 Recreation & Community Services
$ 143.26 City Yard Office
b. Contractor shall be eligible for an adjustment to its rates on an annual basis beginning April 7, 2027, and annually thereafter, if applicable, by a percentage equal to the percentage change in the Los Angeles-Long Beach-Anaheim Consumer Price Index (CPI). On April 08, 2027, Contractor shall submit a rate adjustment request to the City of the applicable CPI Change.
c. For authorized work designated as “Additional Work,” payment shall be based on Contractor’s estimate for such work. City shall authorize such work based upon Contractor’s estimate and thereafter Contractor shall submit an invoice to City, in all respects satisfactory to City that shall be for the actual work completed. Said invoice shall not exceed more than ten percent (10%) of Contractor’s estimate for such work. In the event that City does not authorize such work, City reserves the right to perform such work with City employees or to contract with a third party for such work.

Payment for Services. Contractor shall submit original invoices to the City of La Palma Accounts Payable. Said invoices shall include all required certifications and reports as specified herein. a. For regularly scheduled maintenance services, Contractor shall submit invoice for work performed during the preceding month. The invoice shall be submitted, in arrears, on or before the fifth (5th) day of each month in the amount of one twelfth (1/12) of the annual total Contract price of the period covering the preceding month. City will pay said invoice in due course of payments, usually no more than thirty (30) days after the receipt of the invoice, providing all work performed during the preceding month has been in accordance with these specifications, inspected and accepted by the City and that applicable certifications and reports have been submitted in accordance with this Agreement.

Payment Deductions / Contractor’s Non-Compliance. Payments shall be made for monthly services completed in accordance with tasks identified in the Agreement for each City Facility. No payments shall be made for non-performance of services. If, in the judgment of the City, Contractor is deemed in default, City at its option in addition to, or in lieu of, other remedies provided herein, may withhold payment or deduct from Contractor’s payments for work not performed. City will give notice describing deficient work or work non-performed and the amount that will be withheld or deducted from payments.

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For task sets that must be regularly performed (e.g., daily, twice weekly, weekly), if City determines that Contractor has deficiently performed (including failure to meet “Management and Supervision” specifications), incompletely performed, or not performed at the appropriate time (all in City’s sole discretion) one or more of the tasks in a specified taskset, City will deduct from Contractor’s payment the bid cost for that task set (e.g., “cost for daily cleaning”), or a minimum of $100.00 for each task for each facility, whichever is greater.

For tasks, or task sets, that are infrequent (periodic, seasonal, cyclical, or monthly), if City determines that they are deficiently performed (including failure to meet “Management and Supervision” specifications), City will give notice to the Contractor to correct the deficiency, complete the performance, or perform within a time stated in the notice. If Contractor fails to correct deficiencies within that time, City may: (a) deduct from Contractor’s payment a sum attributable to the deficiency; or (b) upon giving (5) days’ notice to Contractor for failure to correct the deficiencies, City may correct the deficiencies and the costs incurred by completion of the work by an alternate source, whether it be City employees or another Contractor, will be deducted from the payment to the Contractor from City, as determined by City. A minimum of $100 will be deducted for each deficiency. This applies to all tasks specified.

The action above shall not be construed as a penalty but as adjustment of payment to Contractor to recover a portion of City costs due to the failure of Contractor to complete or comply with provisions of this Agreement. In addition to the remedies provided heretofore, the Agreement may be terminated in accordance with and as described in “Default by Contractor / Termination,” upon Contractor’s failure to correct deficiencies in a timely manner.

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FEB
2026
19 Presented to:

City of La Palma
Presented by:

Sergio Sanchez
Branch Manager
City of La Palma Janitorial Services

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ABM | Business & Industry
14201 Franklin Ave.

Tustin, CA 92780
NYSE: ABM www.abm.com
February 19, 2026
City of La Palma
7822 Walker Street,
La Palma, California 90623
Dear City of La Palma,
On behalf of ABM it is our pleasure to submit the enclosed RFP response to provide cleaning services across the City of La Palma building portfolio. We have been your trusted provider since 2010 and developed extensive knowledge of your culture along with thoroughly understanding your critical operations managing all the City’s sites.

When you select ABM, you are selecting a company that believes we are an extension of our clients; that means understanding your culture and business drivers. It also means expertise and resources with a commitment to innovation as an engine for growth. Thus, we are confident that our approach will ensure that you maximize your sites’ cleaning spend value and enable you to focus on your core business.

Further, ABM understands the importance of supplying our clients with the best skilled workforce, the latest technologies, and a world-class sustainability program. Our commitment to service excellence and integrating sustainability as a central pillar to your program will give the City of La Palma a competitive advantage.

We look forward to our continued discussions and the opportunity to retain your business. Thank you for your consideration and support of ABM.

Sincerely,
Sergio Sanchez
Branch Manager

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Table of Contents

1.1 Submission Requirements ...................................................................................................................... 3

2.2.2 Cost Bid ................................................................................................................................................ 5 Appendix A .................................................................................................................................................... 6 Appendix B .................................................................................................................................................... 8 Appendix C .................................................................................................................................................. 11

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1.1 Submission Requirements
References and Qualification Requirements
A. Bond Provisions
Faithful Performance Bond:

Contractor shall submit a Faithful Performance Bond to the City of Palma Finance Department, 7822 Walker Street, La Palma, CA 90623. The amount of the bond shall be (Contractor shall complete) _________(which is valued at 3-months of the annual contract amount) and shall be submitted within ten (10 calendar days after notice of award).

ABM currently has a Faithful Performance Bond on file and will update the bond amount if required.

B. Client References:

Bidder shall furnish on a separate sheet of paper a list of five (5) current customers (municipal or government preferred), including company name, street address, telephone number and contact person, for whom contractor provided similar services. The City intends to contact these customers to determine reliability, Bidder’s performance, service and other information.

References are provided in Appendix A.

C. General Business Statement:

Bidder shall emphasize the required minimum of three (3) consecutive years of recent experience in the provision of the specified janitorial services at similar sized facilities and areas.

Backed by ABM
Headquartered in New York City, ABM Industries Incorporated (NYSE: ABM) is one of the world’s largest providers of integrated facility, engineering, and infrastructure solutions. Every day, our over 100,000 team members deliver essential services that make spaces cleaner, safer, and more efficient, enhancing the overall occupant experience.

Founded in 1909, ABM serves over 20,000, with more than 250+ offices throughout the United States, United Kingdom, Republic of Ireland and other international locations.

ABM serves a wide range of market sectors including commercial real estate, aviation, education, mission critical, and manufacturing and distribution. With over $8.4 billion in annual revenue and a blue-chip client base, ABM delivers innovative technologies and impact solutions that enhance facilities and empower clients to achieve their goals.

Committed to creating smarter, more connected spaces, ABM is investing in the future to meet evolving challenges and build a healthier, thriving world. 100K+
Team
Members
$8.4B+
Revenue
20K+
Clients
6B+
Square
Footage

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D. Work History:

In addition to Client References Bidder shall list all contracts canceled or not renewed within the last three (3) years, giving reason for cancellation or non-renewal. Give names, street addresses, and telephone numbers in each instance.

Listed below are accounts we have lost (non-renewal) in the last 36 months representative to ABM’s Southern California region.

Medtronic
1851 E Deere Ave, Santa Ana, CA 92709
Jorge Lambert, Strategic Sourcing Specialist
Telephone: 949-656-2224
Account was managed nationally; when the contract expired, they selected a new vendor used across the nation.

CBRE
2600 Michelson Dr, Irvine, CA 92612
Brooksie Goulet, Senior Real Estate Manager
Telephone: 949-221-0030
Lost due to competitive bid
Orange County Social Services
1928 S Grand Ave, Santa Ana, CA 92705
Kiet H. Nguyen, Facilities Administrator
Telephone: 714-245-6031
Lost due to competitive bid
E. Proof of Insurability:

A letter of Intent from an insurance company, acceptable to the City, setting forth that adequate insurance coverage (as further described in the General Conditions hereof) will be available at the time of award of Contract.

Please see a copy of the current Certificate of Insurance provided in Appendix B.

F. Employees and Subcontractors:

Specify the number of current full-time and part-time employees and subcontractors in the company.

ABM currently has 36,236 full-time and 8418 part-time employees. A component to ABM’s success in providing services to our clients is our strict criteria for selecting and managing our subcontractors. As part of our total service delivery model, we maintain a database of hundreds of screened, approved, and field-tested subcontractors in place throughout the country.

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2.2.2 Cost Bid
The Bidder must submit its Cost Bid on the City’s OpenGov portal.

Bidders must quote firm prices for the period beginning April 07, 2026, and ending April 07, 2029. If awarded, the contracted amount may be subject to a Cost Price Index (CPI) rate escalation if agreed upon by the City.

Pricing will be uploaded into the portal separately per RFP instructions.

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Appendix A
References
City of Long Beach
Address 411 W. Ocean Blvd., 6th Flr., Long Beach, CA 90802 Phone 562.570.3835
Email [email protected]
Contact Elisa Landeros
Year Services provided since 2007
Contract Amount $1.5M
Scope Title Janitorial
4100 Newport Place
Address 4100 Newport Place Drive, Suite 460, Newport Beach, CA 92660 Phone 949.719.7217
Email [email protected]
Contact Steven Martinez, Senior Property Manager
Year Service provided since 2005
Contract Amount $400K
Scope Title Janitorial
City of Cerritos
Address 18125 Bloomfiled Ave., Cerritos, CA 90703
Phone 562.916.1226
Email [email protected]
Contact Mike O’Grady, Public Works Manager
Year Services provided since 2014
Contract Amount $500K
Scope Title Janitorial

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3 MacArthur Place
Address 3 MacArthur Place – Santa Ana, CA 92705
Phone 310-308-8387
Email [email protected]
Contact Lauren Campadonia
Year Services provided since 2008
Contract Amount $678K
Scope Title Janitorial
The Source At Beach, LLC
Address 6940 Beach Blvd Suite D, 301 Buena Park, CA 90621 Phone 714-521-8858
Email [email protected]
Contact Jennifer Park, Property Manager
Year Services provided since 2018
Contract Amount $624K
Scope Title Janitorial

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Appendix B
Proof of Insurability

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Page 201 of 306 ends

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Appendix C
Submission Forms

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Page 204 of 306 ends

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Confidential and Proprietary ABM Response to City of La Palma 14 Thank You
On behalf of the ABM team, thank you for the
opportunity to respond to this important RFP for City of La Palma. We look forward to continued dialog on how
to best meet the needs of City of La Palma’s janitorial services program.

Sincerely,
Sergio Sanchez
Branch Manager
[email protected]

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CITY OF LA PALMA
Community Development And Public
Works Department
7822 Walker Street
La Palma, California 90623-1771

CITY COUNCIL
Nitesh P. Patel, Mayor
Debbie S. Baker, Mayor Pro Tem
Mark I. Waldman, Council Member
Janet Keo Conklin, Council Member
Vikesh P. Patel, Council Member

CITY MANAGER
Peter L. Kim

COMMUNITY DEVELOPMENT
/PUBLIC WORKS DIRECTOR
Jake Chavira

REQUEST FOR PROPOSAL
FOR

JANITORIAL SERVICES
KEY RFP DATES:

Issue Date: January 26, 2026
Mandatory Pre-Bid Meeting: February 09, 2026
Deadline for Questions: February 12,2026
Proposal Due Date: February 19, 2026, 5:00 PM
Award of Contract: April 07,2026

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TABLE OF CONTENTS
SECTION 1 ABBREVIATIONS AND TERMS................................................. 1 SECTION 2 INSTRUCTIONS TO BIDDERS................................................... 2

2.1 Procurement Process......................................................... 2

2.2 Submission Requirements.................................................. 3

2.3 Contract Commencement / Term........................................ 4

2.4 General Instructions............................................................ 5 SECTION 3 SCOPE OF WORK

3.1 Mandatory Pre-Bid Meeting & Site Visit .............................. 13

3.2 Insurance............................................................................ 14

3.3 Future Amendments........................................................... 15

3.4 Refuse Disposal ................................................................. 15

3.5 Hazardous Materials........................................................... 15

3.6 Safety................................................................................. 15

3.7 Environmental Requirements ............................................. 15

3.8 Changes In Service ............................................................ 16

3.9 Work and Workmanship ..................................................... 17

3.10 Locks / Keys / Security Codes ............................................ 18

3.11 Vandalism........................................................................... 18

3.12 Inquires and Complaints ..................................................... 18

3.13 Accident Reporting ............................................................. 19

3.14 Contractor’s Equipment ...................................................... 19

3.15 Consumable Materials and Supplies – City Supplied.......... 19

3.16 Contractor’s Staff................................................................ 19

3.17 Management and Supervision ............................................ 20

3.18 Certifications / Reports ....................................................... 21

3.19 Scheduled Janitorial Services / Frequency ......................... 21

3.20 Sanitization......................................................................... 26 SECTION 4 SUBMISSION FORMS
AFFIDAVIT OF NON-COLLUSION.............................................. 28 CERTIFICATION RELATIVE TO INELIGIBLE CONTRACTORS.29
AFFIDAVIT OF COMPLIANCE WITH BID SPECIFICATIONS .... 30 PERFORMANCE BOND.............................................................. 31 SECTION 5 COST BID FORM

EXHIBIT B JANITORIAL SERVICES / FREQUENCY
TABLE 1 AVAILABLE WORKING HOURS BY LOCATION
TABLE 2 APPROXIMATE BUILDING AREAS FOR CITY FACILITIES

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1 SECTION 1—ABBREVIATIONS AND TERMS
The following terms are for convenience and reference only and are not intended to define or limit the scope of any provision hereof. The following words shall be construed to have the following meanings, unless otherwise apparent from the context in which they are used:

Appurtenances Objects or features that are component parts of the areas to be maintained. Appurtenances include, but are not limited to:
decorative features, handrails, shelves, benches, tables, enclosures, cabinetry, and signage.

As-Needed To maintain the facilities in a clean, sanitary appearance, as determined by the City, beyond the regularly scheduled
frequencies.

Bidder See Contractor
Contract The written agreement executed by the City of La Palma and the Contractor, setting forth the obligations of the parties hereunder.

Contract Term April 07, 2026 through April07, 2029
and up to two (2), one-year extensions
The City City of La Palma
Contractor The person(s), partnership, or corporation who has entered a Contract with the City to perform or execute the work covered by these Specifications.

Litter All paper, plastic, cans, bottles, or other material discarded in or on any location within the Contract area other than in a trash container provided for that purpose.

Recyclable Material Plastic, glass or aluminum materials having economic value when separated from trash.

Spot Cleaning The cleaning of only those portions of a floor, walkway, wall, fixture, table, furnishing, handrail, bench or other surface(s) which are soiled (dirty, stained, marked, smudged, etc.), where the entire surface may not be sufficiently soiled to warrant the cleaning of the entire surface. The Contractor shall interpret the term “spot cleaning” to include the complete cleaning/washing of any surface which does not, or would not, have a clean, uniform appearance after the cleaning of only portions of that surface.

Trash All litter, garbage, refuse, rubbish, and other materials and substances discarded or rejected as being spent, useless, or worthless.

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2 SECTION 2 - INSTRUCTIONS TO BIDDERS

2.1 PROCUREMENT PROCESS
All prospective proposers are to register through OpenGov, complete the required documents, complete the pricing table and review all attachments through OpenGov for the proposal submittal. HARD COPY BID SUBMITTALS WILL NOT BE ACCEPTED.

The Proposals shall be submitted through the OpenGov Portal to the City Engineer, City of La Palma for the Request for Proposals for Janitorial Services for the City of La Palma to be opened on Thursday, February 19 2026 at 5:00 PM. The proposals will be opened through OpenGov and reviewed and evaluated to determine the most responsive/qualified proposer to complete the scope of work as described herein, then the City will review the costs and content of the proposal to determine what is in the best interest of the City to award the professional services contract. Any proposals received after the aforementioned time on the aforementioned date will NOT be opened in the OpenGov platform and rejected.

Each Bid must include all materials requested herein and must address all of the specifications and submission requirements. All submissions must have sequentially numbered pages.

No telegraphic Bid or telegraphic modification of a Bid will be considered. No Bids received after the time fixed for receiving them will be considered. The Bidder shall have sole responsibility for its timely delivery.

All Bids will be reviewed to ensure compliance with the specifications and submission requirements. The City reserves the right to request additional information, written or oral, for clarification purpose, from Contractors during the Bid review. The City also has the right to request references.

Cost proposals are to be submitted on the City’s Open Gov portal.

2.1.1 Basis of Award
All proposals will be given equal consideration. It is the intention of the City to award to the lowest responsive and responsible Bidder. Without limiting the power and authority with which it is vested, the City shall be the sole authority in determining the lowest responsible Bidder, taking into consideration the experience of the contractor, operations, fitness, capacity, and adaptability in respect to the requirement of these specifications for the services proposed by any contractor hereunder.

2.1.2 Rejection of Bids
This Request for Proposal does not commit the City to award a contract. The City reserves the right to reject any or all bids and to advertise for new bids or proceed to do the work in another manner, at the sole discretion of the City. The City shall not be liable for any expenses incurred by the bidders in preparing and submitting their proposals.

2.1.3 Contractor’s Responsibility

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3 The City of La Palma has attempted to provide all information available. It is the responsibility of each Bidder to review, evaluate and, where necessary, request any clarification prior to the submission of a quotation. Questions should be submitted in writing on the City’s Open Gov portal.Answers will be sent to all Bidders who are registered on the City’s Open Gov portal forthis specific RFP.

2.1.4 Contractor Exception
The Bidder must state in its Bid that it has met all the required terms of the Janitorial Services Request For Proposal. The Bidder must specify and discuss any terms of the agreement with which the Bidder cannot or does not propose to comply.

Failure on the part of the Bidder to list exceptions as instructed above will be interpreted that the Bidder has taken no exceptions and that its offering is in complete conformance to the City’s Request for Proposal for Janitorial Services, terms and conditions contained herein. Any exceptions or deviations discovered after the Bid closing date will be to the Bidder’s account and, consequently, will not be negotiated.

2.2 SUBMISSION REQUIREMENTS
Each Bidder must submit all of the documentation and information as detailed below.

I. References and Qualification Requirements
Bidder must present evidence indicative of its ability to provide and sustain the specified janitorial services to the satisfaction of the City. Failure to include any of the following information as requested may cause Bid to be deemed nonresponsive.

A. Bond Provisions:

Faithful Performance Bond: Contractor shall submit a Faithful Performance Bond to the City of Palma, Finance Department, 7822 Walker Street, La Palma, CA 90623. The amount of the bond shall be (Contractor shall complete) $ (which is
valued at 3-months of the annual contract amount) and shall be submitted within ten (10) calendar days after notice of award.

B. Client References: Bidder shall furnish on a separate sheet of paper a list of five (5) current customers (municipal or government preferred), including company name, street address, telephone number and contact person, for whom contractor provided similar services. The City intends to contact these customers to determine reliability, Bidder’s performance, service and other information.

C. General Business Statement: Bidder shall emphasize the required minimum of three (3) consecutive years of recent experience in the provision of the specified janitorial services at similar sized facilities and

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4 areas.

D. Work History: In addition to Client References, Bidder shall list all contracts canceled or not renewed within the last three (3) years, giving reason for cancellation or non-renewal. Give names, street addresses, and telephone numbers in each instance.

E. Proof of Insurability: A letter of intent from an insurance company, acceptable to the City, setting forth that adequate insurance coverage (as further described in the General Conditions hereof) will be available at the time of award of Contract.

F. Employees and Subcontractors: Specify the number of current full-time and part-time employees and subcontractors in the company.

II. Requirement for Supplemental Information
Following the evaluation of bids, and prior to any consideration of award, the apparent lowest responsible bidder(s) may be required to provide supplemental information such as the number of employees and types of tools used under this Contract. The supplemental information will be used to evaluate the Bidder’s ability to fulfill the terms of the Contract.

III. General Requirements
Bidder must fully execute all forms contained within Section 4, in addition to providing a Signature Authorization (see instructions for SIGNATURES, contained within GENERAL INSTRUCTIONS, Section 2.4.1.)

2.2.2 Cost Bid
The Bidder must submit its Cost Bid on the City’s OpenGov portal.

2.2.3 Prices
Each Cost Bid must show the Fixed Monthly Rate, inclusive of all wages, benefits including health care, and overhead, for all regularly performed services (only one rate can be submitted for the entire term of the Contract).

2.3 CONTRACT COMMENCEMENT / TERM
The initial term for this Contract begins April 07, 2026, and ending April 07, 2029.If the option to extend is exercised, the term may be extended from April 08, 2029, through April 08, 2030, extended again from April 09, 2030, through April 09, 2031, not to exceed a total contract period of five years. The City reserves the right to terminate the Contract without cause prior to April 07, 2027, with a 30 day written notice.

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5 Contractor shall be eligible for an adjustment to its rates on an annual basis beginning April 07, 2027, and annually thereafter, if applicable, by a percentage equal to the percentage change in the Los Angeles-Long Beach-Anaheim Consumer Price Index (CPI). On April 08, 2027, Contractor shall submit a rate adjustment request to the City of the applicable CPI change.

Contractor shall also be eligible for an adjustment to its rates should any new federal or state mandated minimum wage be increased during the term of this agreement.

Contractor must submit this rate increase request to the City 60 days prior to implementation.

2.4 GENERAL INSTRUCTIONS

2.4.1 Signatures
All Bids shall be signed correctly in the place provided, as follows:

If an individual makes the Bid, the individual’s name and post office address shall be stated. If the Bid is made by a firm, partnership, or corporation, it shall be signed by a person(s) having such legal authority from said firm, partnership or corporation and the person signing the Bid shall give his/her own name and title (if any) in addition to the name and address of the firm, partnership, or corporation. If a firm or partnership makes the Bid, the names and addresses of the individual members shall be given.

If the Bid is made by a corporation, the name of the State under the Laws of which the corporation was chartered and the names and titles of the President, Treasurer, and Secretary or Clerk of the Corporation shall be given.

If the Bid is made by two or more individuals, partnerships or corporations, or any combination of these, operating for this purpose of this Bid as a joint venture, each party joining to make the Bid shall submit, attached to and made part of the Bid, information and signatures in compliance with the foregoing provisions applicable to an individual firm, partnership, or corporation. An attested copy of the vote of the corporation authorizing such joint venture shall be attached to the Bid.

2.4.2 Addenda
Should the City change any specification, stipulation, requirement, or procedure, notification will be made to all Contractors in the form of an Addendum during the bidding period. The Bid shall contain an acknowledgement of receipt of any Addenda. All such Addenda shall become a part of the Contract.

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6 2.4.3 Independent Contractor Status
It is understood and agreed that the Contractor, including its agents and employees, will be providing services under the Contract as an independent Contractor for the City of La Palma and that none of the agents or employees of the Contractor will be an employee or agent of the City of La Palma. All liability to persons actually providing services related to wages or other compensation shall be the sole responsibility of the Contractor.

2.4.4 Withdrawal of Bids
A Contractor may withdraw its Bid provided the request in writing is received by an authorized City representative by the time set forth for opening Bids. When such Bid is reached during the opening of bids, it will be returned to the Contractor unread.

2.4.5 Execution of Contract
The successful Contractor shall execute and deliver the Contract and furnish the Certificates of Insurance to the City within 10 days after the Contractor receives the Contract.

2.4.6 Failure to Execute Contract
Should the successful Contractor fail to execute the Contract and to furnish the Certificates of Insurance within 10 days after the Contractor receives the Contract, the City may, at its option, determine that the Contractor has abandoned the Contract and thereupon the Bid and acceptance of that Contractor shall be null and void.

2.4.7 Legal Address of Contractor
Any notice or communication to the Contractor shall be deemed served if delivered to the Contractor at the address named in the Bid, or if deposited in a U.S. Post Office, postage prepaid, addressed to the Contractor as aforesaid; and the date of service shall be the date of such delivery, or, if mailed, five (5) days after such mailing.

2.4.8 Subcontracting of Work
No performance of this Contract or any portion thereof may be assigned or subcontracted by Contractor without the expressed written consent of the City. Any attempt by the Contractor to assign or subcontract any performance of the terms of the Contract without said consent shall be null and void and shall constitute a default under this Contract. In the event of such a default, the City may immediately terminate the contract.

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7 In the event the City should consent to assignment or subcontracting, each term and condition of the Contract shall extend to and be binding upon and inure to the benefit of the assigns, successors or administrators of the respective parties.

In the event that the City should consent to subcontracting, the Contractor shall include all subcontracts the following provision: “This Contract is a subcontract under the terms of a prime Contract with the City of La Palma. All provisions of that prime Contract shall apply to this subcontract.”
Contractor shall indemnify, defend, and hold harmless the City and its employees from any and all liability arising or resulting from the employment of any subcontractors and their employees in the same manner as for Contractor’s own employees, but not including the sole negligence of the City, its agents and employees.

2.4.9 Equal Employment Opportunity
The City hereby notifies all bidders that it will affirmatively insure that in any contract entered into pursuant to this advertisement, minority business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of sex, race, color, or national origin in consideration for an award.

2.4.10 Personal Liability of City Official
In carrying out any of the provisions of the Contract, or in exercising any power or authority granted to them within the scope of the Contract, there shall be no liability upon the Directors or their authorized representatives, either personally or as officials of the City, and it shall be understood that in all such matters they act solely as agents and representatives of the City.

2.4.11 Hold Harmless
The Contractor agrees to protect, defend, indemnify and hold the City of La Palma and their elected and appointed officials, employees and agents free and harmless from and against any and all loses, penalties, damages, settlements, costs, charges, professional fees or other expenses or liabilities of every kind and character arising out of or relating to any and all claims, liens, demands, obligations, actions, proceedings or causes of action of every kind and character in connection with or arising directly or indirectly out of this agreement and/or the performance hereof, but not including the sole negligence of the City, its agents and employees. Without limiting the generality of the foregoing, any and all such claims, etc. relating to personal injury, infringement of any patent, trademark, copy right (or application for any thereof) or of any other tangible or intangible personal or property right, or actual or alleged violation of any other tangible or intangible personal or property right, or actual or alleged violation of any applicable statute, ordinance, administrative order, rule or regulation, or decree of any court, but not including the sole negligence of the City, its agents and employees, shall be included in the indemnity hereunder. The Contractor further agrees to investigate, handle, respond to, provide defense for and defend any such claims, etc. at his/her sole

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8 expense and agrees to bear all other costs and expenses related thereto, even if such claim is groundless, false or fraudulent.

2.4.12 Conflict of Interest
It is understood and agreed that no gift, loan or other thing has been or will be given to any employee, agent or officer of the City of La Palma in connection with the award or performance of this Contract. It is further understood and agreed that no employment, renting, leasing or purchasing of equipment, supplies or materials will be arranged, or made with or through any employee, agent or officer of the City by the Contractor.

2.4.13 Prohibitive Interests
No Board Member, officer or employee of the City of La Palma, officer or employee of any independent authority or political subdivision of the State of California, or officer or employee or elected official of the State of California, during his/her tenure and for one (1) year thereafter shall have any interest, direct or indirect, in this Contract or the proceeds thereof.

2.4.14 Permits and Licenses
The Contractor shall procure all permits and licenses necessary for the fulfillment of its obligations under this Contract. The Contractor shall pay all charges, fees and taxes and give all notices necessary and incidental to the due and lawful prosecution of the work.

2.4.15 Waiver of Minor Deviations, Insignificant Mistakes and Matters of Form The City reserves the right to waive any minor deviations, insignificant mistakes, and matters of form rather than substance of the Bid, proposal, or contract document which can be waived or corrected without prejudice to other Bidders, potential Contractors, or the governmental body. No officer or agent of the City is authorized to waive this reservation.

Any waiver by the City of any default of any one or more of the terms, covenants, or conditions of the Contract shall not be construed to be a waiver of any subsequent or other default of the same quality, or of any other term, covenant, or condition of the Contract, nor shall failure on the part of the City to require exact and complete compliance with any of the terms, covenants, or conditions of the Contract be construed as in any manner changing the terms of the Contract or stopping the City from enforcing the full provisions thereof.

No delay, failure or omission by the City to exercise any right, power, privilege or option arising from any default, nor any subsequent payments made by the City then thereafter shall impair any such right, power, privilege or option, or be construed as a waiver of or acquiescence in such default or as a relinquishment of any right.

Except as otherwise provided herein, when either party has knowledge that any actual or potential situation is delaying or threatens to delay timely performance that party.

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9 shall, within five (5) days, give notice hereof including all relevant information with respect thereto, to the other party.

2.4.16 Collusion
It shall be understood that any Bid submitted to the City of La Palma is made without collusion with any other bidder submitting a bid on the same commodity, and is in all respects fair and without fraud.

2.4.17 Confidentiality
Bidders’ proposals are to be submitted through the OpenGov Portal. Section 5 herein contains a sample of the Cost Bid format.

2.4.18 False, Fraudulent or Inaccurate Information
The City reserves the right, at its sole discretion, to seek and accept independent verification of all information in response to this Request For Proposal.

The City reserves the right, at its sole discretion, to immediately disqualify any Contractor who provides false, fraudulent or inaccurate information in any responses or communications involving this Bid.

2.4.19 Compliance With Laws
The Contractor shall be fully informed, and shall at all times observe and comply with all laws, ordinances, regulations, orders and decrees or bodies of tribunals having any jurisdiction or authority over Contractor, its agents, subcontractors and employees, and over the performance of Contractor, its agents, subcontractors and employees.

If any discrepancy or inconsistency in relation to any such law, ordinance, regulation, order or decree, whether existing at the time of the execution of the Contract or which may become effective before the expiration of the Contract, should be discovered in the Contract, the Contractor shall report the same in writing to the City.

2.4.20 Notice to Bidders Regarding the Public Records Act Responses to this Request for Proposal will become the exclusive property of the City of La Palma. All bids submitted in response to this Invitation to Bid are a matter of public record and shall be regarded as public records. Exceptions will be those elements in each bid that are defined by the Bidder as business or trade secrets and are marked as “Trade Secrets”, “Confidential” or “Proprietary”.

2.4.21 Payment For Services
The Contractor shall submit original invoices to the City of La Palma Accounts Payable.

Said invoices shall include all required certifications and reports as specified herein.

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10 For regularly scheduled maintenance services, Contractor shall submit invoice for work performed during the preceding month. The invoice shall be submitted, in arrears, on or before the fifth (5th) day of each month in the amount of one-twelfth (1/12) of the annual total Contract price of the period covering the preceding month.

The City will pay said invoice in due course of payments, usually no more than thirty (30) days after the receipt of the invoice, providing all work performed during the preceding month has been in accordance with these specifications, inspected and accepted by the City and that applicable certifications and reports have been submitted in accordance with this Contract.

2.4.22 Payment Deductions / Contractor’s Non-Compliance Payments shall be made for monthly services completed in accordance with tasks identified in the Contract for each City Facility. No payments shall be made for nonperformance of services.

If, in the judgment of the City, Contractor is deemed in default, the City at its option in addition to, or in lieu of, other remedies provided herein, may withhold payment or deduct from Contractor’s payments for work not performed. The City will give notice describing deficient work or work non-performed and the amount that will be withheld or deducted from payments.

For task sets that must be regularly performed (e.g., daily, twice weekly, weekly), if the City determines that Contractor has deficiently performed (including failure to meet “Management and Supervision” specifications), incompletely performed, or not performed at the appropriate time (all in City’s sole discretion) one or more of the tasks in a specified task set, the City will deduct from the Contractor’s payment the bid cost for that task set (e.g., “cost for daily cleaning”), or a minimum of $100.00 for each task for each facility, whichever is greater.

For tasks, or task sets, that are infrequent (periodic, seasonal, cyclical, or monthly), if City determines that they are deficiently performed (including failure to meet “Management and Supervision” specifications), City will give notice to the Contractor to correct the deficiency, complete the performance, or perform within a time stated in the notice. If Contractor fails to correct deficiencies within that time, the City may: (a) deduct from Contractor’s payment a sum attributable to the deficiency; or (b) upon giving five (5) days notice to the Contractor for failure to correct the deficiencies, City may correct the deficiencies and the costs incurred by completion of the work by an alternate source, whether it be City employees or another Contractor, will be deducted from the payment to the Contractor from the City, as determined by the City. A minimum of $100 will be deducted for each deficiency. This applies to all tasks specified.

The action above shall not be construed as a penalty but as adjustment of payment to Contractor to recover a portion of City costs due to the failure of the Contractor to complete or comply with provisions of this Contract.

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11 In addition to the remedies provided heretofore, the Contract may be terminated in accordance with and as described in “Default By Contractor / Termination,” upon Contractor’s failure to correct deficiencies in a timely manner.

2.4.23 Default By Contractor / Termination
Notwithstanding and in addition to “Payment Deductions / Contractor’s Non- Compliance” described previously, the City may terminate this Contract without liability for damages, when, in the City’s sole opinion, the Contractor is not diligently performing or otherwise not complying in good faith with the Contract, has become insolvent, has assigned or subcontracted any part of the work without the consent of the City, or has otherwise defaulted in performance of the Contract, and has not otherwise cured such default after a period of ten (10) day’s notice given by the City to do so.

If the City terminates the Contract, the City will give notice to the effect to the Surety and Surety shall, within five (5) business days after delivery of the notice, assume control and perform the work as successor to the Contractor, and shall be paid by the City for all work performed.

If the Surety does not comply with such notice within said five (5) day period or, after starting to comply, fails to continue, the City may exclude the Surety and the Contractor from all City facilities and have the work completed by City employees, by another contractor, or by a combination of such methods.

All costs incidental to the default of the Contractor shall be charged to the Contractor and the Surety, and may be deducted from any monies due the Contractor. Surety shall pay, within fifteen (15) calendar days after receipt of an invoice; all such incidental costs less any amount deducted from monies due.

2.4.24 Right To Stop Work / Termination By Contractor
Contractor shall have the right to stop work only if City fails to make timely payments required under the terms of the Contract. Contractor may terminate the Contract only for cause, upon forty-five (45) days prior written notice to City. Contractor shall immediately cease all services hereunder; as of the date specified in Contractor’s termination notice except such service, which may be specifically approved by the City. Contractor shall be entitled to compensation for all services rendered prior to the termination date and for any services authorized in writing by the City.

2.4.25 Contract Enforcement
The Contractor or its authorized representative shall meet on site bi-weekly at the discretion and convenience of the City, with the City’s designated representative(s) for a walk-through inspection and to address any problems or other issues. However, this shall not be construed to relieve the Contractor of the duty to provide continuous inspection of the work areas.

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12 The City reserves the right to perform inspections at any time for the purpose of monitoring performance. The Contractor shall cooperate with the City representative(s) in review and monitoring of Contractor’s performance, records and procedures.

At the request of the City, or its appropriate representative, Contractor shall attend meetings and training sessions, as deemed necessary by the City, for the purposes of orientation, information, amendments to the Contract and description of City policies and procedures.

In the event the City commences legal proceedings for the enforcement of the Contract, and the City is the prevailing party, the City shall be entitled to an award of attorney’s fees and costs incurred in the action.

2.4.26 Temporary Suspension of Work
The City’s representative(s) shall have the authority to suspend work by the Contractor, wholly or in part for such period as necessary due to unsuitable work conditions, failure of Contractor to carry out directions, unsafe or hazardous conditions, or failure to perform in accordance with these provisions.

The Contractor shall request permission of the City’s representative(s), during City business hours to temporarily suspend work wholly or in part for such period as necessary due to unsuitable, unsafe, or hazardous work conditions or failure of the City to notify the Contractor of changes in locks, security codes or access to facilities being cleaned.

2.4.27 Record Retention and Inspection
City, State and Federal representatives shall have access to and the right to examine, audit, excerpt, copy or transcribe any pertinent transaction, activity, time card, or other records relating to work hereunder. Such material, including all pertinent costs, accounting, financial records and proprietary data, shall be retained by Contractor for a period of five (5) years after termination or expiration of the Contract.

The City shall have the right to conduct, at any reasonable time, an audit and re-audit of the books, records, and business conducted by the Contractor and observe the operation of the business so that accuracy of the above records and any of the Contractor’s invoices for services provided can be confirmed. The City reserves the right to require the Contractor to provide additional reports and record-keeping processes as the City deems reasonable in order to verify the Contractor’s services and invoices for same. All information in connection with the City’s inspections of records or audit shall be treated as confidential information and exempt from public disclosure thereof to the extent possible under the law.

If authorized representatives of the City conduct an audit of the Contractor regarding the services provided hereunder and if such audit finds that the City’s liability for such services is less then the payments made by the City to the Contractor, then, at the City’s discretion, the Contractor shall either: (1) immediately repay to the City the overpayment, or (2) at City’s option, City will give to Contractor credit against any future

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13 payments due the Contractor. If such an audit finds that the City’s liability for services provided hereunder is more than payments made by the City to the Contractor, then the City shall pay the difference to the Contractor provided that in no event shall the City’s maximum obligation exceed the Contract price as originally bid or as stated in an amendment.

2.4.28 Validity
The invalidity, unenforceability or illegality of any provision of the Contract shall not render the other provisions invalid, unenforceable, or illegal.

SECTION 3 - SCOPE OF WORK
This section is designed to provide the Contractor with details of the Scope of Work required, and is not intended to represent all legal requirements of the Contract.

The Contractor shall provide scheduled custodial maintenance services inclusive of floor and carpet care, cleaning and restocking restrooms, dusting and polishing, window cleaning, litter and refuse removal, kitchen and office cleaning as provided in “Exhibit B” in accordance with the tasks and frequencies identified.

Contractors bidding on Janitorial Services must be able to perform all duties contained within this Scope of Work, as attested by the Affidavit of Compliance with Bid Specifications (see Section 4).

3.1 MANDATORY PRE-BID CONFERENCE AND SITE VISIT
A mandatory Pre-Bid Conference and Site Visit shall be held for the purpose of answering questions. Due to the nature of the scope of work and the specific standards required by the City, no bid will be accepted from a contractor who fails to attend the Pre-Bid Conference and Site Visit as scheduled. Contractors are required to sign-in at the Pre-Bid Conference and Site Visit. Answers to questions posed after the Pre-Bid Conference will be sent to those on the sign-in list.

I. Mandatory Pre-Bid Conference Schedule*
Monday, February 9, 2026 at 10:00 A.M..

Location: La Palma Community Center
7821 Walker Street,
La Palma, CA 90623

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14 II. Optional Site Visit (May be scheduled after the Mandatory Pre-Bid Meeting) Site visits of facilities shall be conducted to allow prospective contractors to examine the physical conditions of the facilities. The City shall assume that the Contractor has investigated and are satisfied with the expected conditions, quality of work to be performed, and the requirements of these specifications. The cost of all necessary work, materials, supplies, and equipment, and other items shall be included in the prices included in the Bid. No other costs or charges shall be made unless provided for in the contract specifications.

By submitting a Bid, the Contractor acknowledges that the Contractor has made a personal inspection of the facilities and has evaluated the extent to which the physical condition thereof will affect the services to be provided.

The Contractor accepts the premises in their present physical condition, and shall not make any demands upon City for improvements or alterations thereto.

III. Pre-Job Meeting
The Contractor to whom the award is made will be required to meet with City representative(s) for the purpose of review of the Contract documents, specifications and instructions or procedures.

3.2 INSURANCE
The Contractor will obtain:

1. Statutory Workers’ Compensation Insurance in an amount required by the laws of the State of California and Employer’s Liability Insurance in the amount of $1 Million per occurrence for injuries incurred in providing services under this Agreement;

2. Comprehensive General Liability Insurance (including premises and operations, contractual liability, and independent contractor liability) with a limit of not less than $1 million per occurrence, $2 million general aggregate.

3. Automobile Liability Insurance (including owned, non-owned, leased, and hired autos) for bodily injury and property damage with a combined single limit of not less than $1 million per occurrence. Any deductible shall be the responsibility of the Contractor.

4. Professional Liability Insurance (covering errors and omissions) with a coverage in a minimum amount of $1 million per claim made.

The Contractor shall not commence work under the Contract until it has obtained all insurance required above and the City has approved such insurance.

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15 3.3 FUTURE AMMENDMENTS
The City reserves the right to change any portion of the work required, or amend such other terms and conditions that may become necessary. Any such revisions shall be accomplished by an amendment to the Contract approved by the City Manager and executed by the Contractor and the City.

3.4 REFUSE DISPOSAL
The City shall be responsible for, and pay the costs of, the disposal of all trash, litter, and debris collected (i.e., refuse) by the Contractor in the performance of the tasks within. The refuse collected by the Contractor in the performance of these tasks shall be deposited in a location, or locations as specified by the City.

3.5 HAZARDOUS MATERIALS
Use of any chemicals or hazardous materials by the Contractor in performing services shall be subject to the approval of the City, and shall be used in accordance with the manufacturer’s directions and specifications. The Contractor shall store and dispose of chemicals or hazardous materials in accordance with all laws, rules and regulations on the subject. The Contractor shall defend, indemnify and hold harmless the City and its officials and its employees for all claims, demands, damage, causes of action, loss, liability, cost or expense relating to the Contractor’s failure to comply with this section, but not for the sole negligence of the City, its agents or employees.

3.6 SAFETY
The Contractor shall perform all work in such a manner as to meet all accepted standards for safe practices and to safely maintain stored equipment, materials or other hazards consequential or related to the work. The Contractor shall additionally accept the sole responsibility for complying with all City, State, Federal, or other legal requirements, including but not limited to compliance with applicable O.S.H.A. and CALO.S.H.A. Safety Orders. The Contractor shall inspect all potential hazards at said facilities and keep a log indicating date inspected and action taken.

3.7 ENVIRONMENTAL REQUIREMENTS
Contractor shall conduct all aspects of its operation in compliance with all state and federal laws and regulations, including environmental laws and regulations. Contractor shall ensure that all personnel whose responsibilities involve cleaning and waste

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La Palma City CouncilApril 7, 2026

La Palma City Council
April 7, 2026