Contractor Agreement
01375.0010/907560.1 Murrieta Form 04/10
AGREEMENT BETWEEN THE CITY OF MURRIETA
AND
SC Commercial, LLC
This Agreement (“Agreement”), made this 3rd day of October, 2023, by and between the CITY OF MURRIETA, a Municipal Corporation, duly organized and existing under and by virtue of the laws of the State of California ("CITY"), and SC Commercial, LLC , a California Limited Liability Company ("CONTRACTOR") with reference to the following facts which are acknowledged by each party as true and correct:
RECITALS
A. CITY is a general law city, formed and existing pursuant to the provisions of the California Government Code.
B. CITY is authorized to enter into Contractor agreements under the provisions of California Government Code section 53060.
C. CITY desires or is in need of fuel delivery services to various City locations.
D. CONTRACTOR has special knowledge, experience and facilities for accomplishing the above services.
E. On April 1, 2022, CONTRACTOR entered into an agreement with the County of Riverside for such services with pricing for local agencies included.
F. CITY now desires to retain CONTRACTOR to accomplish the above services, and CONTRACTOR is willing to be so retained pursuant to the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, it is agreed by and between the parties as follows:
OPERATIVE PROVISIONS
1. RESPONSIBILITIES OF CONTRACTOR
1.1 CONTRACTOR shall undertake to carry on the scope of services as listed in the attached Professional Services Agreement for Purchase and Delivery of Unleaded 87 Octane Fuel, and Clear Carbon Ultra -Low Sulfur Diesel Fuel between the County of Riverside and SC Commercial LLC, and dated April 1, 2002 (refer to Exhibit “A”), which is attached to and made a part of this Agreement. To the extent the provisions of Exhibit “A” are ambiguous in relation to the provisions of this Agreement, inconsistent with the provisions of this Agreement, or expand upon the provisions of this Agreement, the provisions of this Agreement shall take precedence and the provisions of Exhibit “A” shall not apply. Delivery shall be to locations listed on Exhibit B.
These duties may be adjusted from time to time as agreed upon in writing by CONTRACTOR and CITY. Any additional services authorized by CITY shall be subject to all terms and conditions of this Agreement, except as modified in writing in accordance with Section 24.
1.2 Representations. CONTRACTOR will perform the services set out in this
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Agreement, as contemplated herein, in an efficient, timely, and professional manner, and in accordance with generally accepted standards for performing similar services. It is understood that CITY, in entering into this Agreement, is relying on CONTRACTOR’s representations for quality and professional work performed in a timely manner, and CONTRACTOR shall perform in accordance with those representations and standards.
1.3 Monthly Written Reports . CONTRACTOR shall prepare and submit to the designated CITY representative a monthly written report specifying the activities of CONTRACTOR pursuant to this Agreement . CONTRACTOR shall prepare the monthly written report in a format acceptable to the CITY. CONTRACTOR shall submit the monthly written report to the CITY by the second Friday of each month.
2. ADMINISTRATION OF AGREEMENT
2.1 CITY appoints its City Manager, or his designee, to administer CITY’s rights under this Agreement, and to review the work performed by CONTRACTOR pursuant to the scope of services.
2.2 CONTRACTOR shall keep the City Manager, CITY’s representative, or his designee or designees, fully informed as to the progress of the work and shall submit to CITY such oral and written reports as CITY may specify.
2.3 This Agreement shall be administered on behalf of the parties hereto, and a ny notice desired or required to be sent to a party hereunder shall be addressed, as follows:
For CITY: Kim Summers
Address: City of Murrieta
One Town Square
Murrieta, CA 92562
Phone: (951) 461-6010
Facsimile: (951) 461-6430
For CONTRACTOR: Robert W. Bollar
Corporate Secretary & Vice President
CONTRACTOR: SC Commercial, LLC
Address: 1800 W. Katella Ave., Ste 400
Orange, CA 92867
Phone: (714) 744-7140
Facsimile: N/A
3. TERM
3.1 The term of th is Agreement shall be from October 3, 2023, through March 31, 2027.
3.2 Time is of the essence for this Agreement and each provision of this Agreement, unless otherwise specified in this Agreement.
4. PAYMENT TO CONTRACTOR
4.1 Consideration. In consideration of the services to be performed by
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CONTRACTOR for the CITY as set forth in Section 1, the CITY agrees to pay CONTRACTOR the rates as set forth in Exhibit “A”, lines P5.18 – P5.20 on pages 28 and 29. Total compensation under this Agreement shall not exceed the sum of Two Million Six Hundred and Fifty Thousand Dollars ($2,650,000.00), which includes One Million Eight Hundred and Fifty Thousand Dollars ($1,850,000) for fuel delivery to the Police Department and Eight Hundred Thousand Dollars ($800,000) for fuel delivery to the various Fire Stations.
4.2 Additional Services . If CITY desire s any additional services (“Additional Services”), CONTRACTOR may, upon written request by the CITY, furnish a proposal including an itemized statement of the estimated cost of the Additional Services thereof, and the CITY may modify or alter the proposal, or may reject the proposal in its entirety, at its sole discretion, or may direct the submission of a new proposal which may be accepted, altered or rejected. Upon the written approval of any Additional Services including costs by CONTRACTOR and CITY , CONTRACTOR shall perform the Additional Services and CITY will pay to CONTRACTOR the cost of the Additional Services as agreed in writing. All money due for Additional Services shall be supported by a detailed statement of CONTRACTOR showing the basis of said claims and certified by proper officers of CONTRACTOR.
4.3 Payments. Payment of CONTRACTOR’s fee shall be made in accordance with CITY’s normal schedule for issuance of checks. CONTRACTOR agrees and acknowledges that it is CONTRACTOR’s sole responsibility to report as income all compensation received from CITY, and to make the requisite tax filings and payments to the appropriate federal, state, and local tax authorities.
5. STATUS OF CONTRACTOR
5.1 Independent Contractor. It is understood and agreed that CITY is interested only in the results obtained from service hereunder and that CONTRACTOR shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. CONTRACTOR shall complete this Agreement according to its own methods of work which shall be in the exclusive charge and control of CONTRACTOR and which shall not be subject to control or supervision by the CITY, ex cept as to the results of the work. CONTRACTOR is, for all purposes arising out of this Agreement, an independent contractor, and neither CONTRACTOR, nor its employees, agents and representatives shall be deemed an employee of the CITY for any purpose.
5.2 Employee Benefits . CONTRACTOR shall be responsible for all salaries, payments, insurance and benefits for all of its officers, agents, representatives and employees in performing services pursuant to this Agreement. It is expressly understood and agreed that CONTRACTOR and its employees, agents, and representatives shall in no event be entitled to any CITY benefits to which CITY employees are entitled, including, but not limited to, overtime, retirement benefits, insurance, vacation, worker's compensation, sick or injur y leave or othe r benefits.
5.3 Workers' Compensation Insurance . CONTRACTOR agrees to procure and maintain in full force and effect Workers' Compensation Insurance covering its employees and agents while these persons are participat ing in the activities hereunder, as provided in Section
6.1.2 of this Agreement.
5.4 Intentionally Omitted
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6. INSURANCE
CONTRACTOR shall not begin the services under this Agreement until it has: (a) obtained, and upon the CITY's request , provided to the CITY, insurance certificates reflecting evidence of all insurance required in this Section 6; however, CITY reserves the right to request, and CONTRACTOR shall submit, copies of any policy upon reasonable request by CITY; (b) obtained CITY approval of each company or companies as required by Section 6; and (c) confirmed that all policies contain the specific provisions required in Section 6.
6.1 Types of Insurance . At all times during the term of this Agreement, CONTRACTOR shall maintain insurance coverage as follows:
6.1.1 Commercial General Liability . Commercial General Liability (CGL) Insurance written on an occurrence basis to protect CONTRACTOR and CITY against liability or claims of liability which may arise out of this Agreement in the amount of One Million Dollars ($1,000,000) per occurrence and subject to an annual aggregate of One Million Dollars ($1,000,000). There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. insured claims or contractual liability.
6.1.2 Automobile Liability . Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
6.1.3 Workers' Compensation. For all of CONTRACTOR’s employees who are subject to this Agreement and to the extent required by applicable state or federal law, CONTRACTOR shall keep in full force and effect a Workers' Compensation policy. That policy shall provide employers' liability coverage as required by applicable state and/or federal Workers’ Compensation laws, and CONTRACTOR shall provide an endorsement that the insurer waives the right of subrogation against the CITY and its respective elected officials, officers, employees, agents and representatives. In the event a claim under the provisions of the California Workers' Compensation Act is filed against CITY by a bona fide employee of CONTRACTOR participating under this Agreement, CONTRACTOR agrees to defend and indemnify the CITY from such claim.
CONTRACTORCONTRACTORCONTRACTORCONTRACTOR
6.2 Insurer Requirements . All insurance required by express provision of this Agreement shall be carried only by responsib le insurance companies that are rated “A-” and “V” or better by the A.M. Best Key Rating Guide, and are licensed to do business in the State of California. CITY will accept insurance provided by non-admitted “surplus lines” carriers only if the carrier is authorized to do business in the State of California.
6.3 Deductibles. All deductibles on any policy shall be the responsibility of CONTRACTOR and shall be disclosed to CITY at the time the evidence of insurance is provided.
6.4 Specific Provisions Required . Each policy required under this Section 6 shall expressly provide, and an endorsement shall be submitted to CITY, that : (a) the policies are primary and non -contributory to any insurance that may be carried by CITY; and ( b) CITY is entitled to thirty (30) days’ prior written notice (10 days for cancellation due to non -payment of premium) of cancellation, material reduction, or non-renewal of the policy or policies. Additionally,
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the CGL and Workers’ Compensation policies shall expressly provide, and an endorsement shall be submitted to CITY, that the City of Murrieta and its respective officers and employees are additional insureds under the policy.
6.5 Indemnity Not Limited by Insurance. CONTRACTOR’s liabilities, including, but not limited to, CONTRACTOR’s indemnity and defense obligations under this Agreement, shall not be deemed limited in any way to the insurance coverage required herein. Maintenance of specified insurance coverage is a material element of this Agreement , and CONTRACTOR’s failure to maintain or renew coverage or to provide evidence of renewal during the term of this Agreement may be treated as a material breach of contract by CITY.
7. AUDIT AND INSPECTION OF RECORDS
At any time during CONTRACTOR’s normal business hours and as often as CITY may deem necessary, and upon reasonable notice, CONTRACTOR shall make available to CITY, or any of its duly authorized representatives, for examination, audit, excerpt, copying or transcribing, all data, records, investigation reports and all other materials respecting matters covered by this Agreement. CONTRACTOR will permit CITY to audit and to make audits of all invoices, materials, payrolls, records of personnel and other data r elated to all matters covered by this Agreement.
All material referenced in this Section, including all pertinent cost accounting, financial records, and proprietary data, must be kept and maintained by CONTRACTOR for a period of at least four (4) years, or for the period required by law, whichever is greater, after completion of CONTRACTOR’s performance hereunder, unless CITY’s written permission is given to dispose of same prior to that time.
8. CONFIDENTIALITY AND USE OF INFORMATION
8.1 Except as otherwise provided by law, all reports, communications, documents and information obtained or prepared by CONTRACTOR respecting matters covered by this Agreement shall not be published without prior written consent of City Manager or his designees, nor shall CONTRACTOR issue any news releases or publish information relating to its services hereunder without the prior written consent of the City Manager. CONTRACTOR shall hold in trust for the CITY, and shall not disclose to any person, any confidential information. Confidential information is information which is related to the CITY's research, development, trade secrets and business affairs, but does not include information which is generally known or easily ascertainable by nonparties through available public documentation.
8.2 CONTRACTOR shall advise CITY of any and all materials used, or recommended for use, by CONTRACTOR to achieve the project goals that are subject to any copyright restrictions or requirements. In the event CONTRACTOR shall fail to so advise CITY and, as a result of the use of any programs or materials developed by CONTRACTOR under this Agreement, CITY should be found in violation of any copyright restrictions or requirements, CONTRACTOR agrees to indemnify and hold harmless CITY against any action or claim brought by the copyright holder.
8.3 Ownership of Records. All records created by the CONTRACTOR shall become the property of the CITY and shall be subject to state law and CITY policies governing privacy and access to files. The CITY shall have access to and the right to examine all books, documents, papers and records of the CONTRACTOR involving transactions and work related to this Agreement. The CONTRACTOR shall retain all copies of records for a period of five (5) years from the date of final payment.
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9. NOTICE
All notices or demands to be given under this Agreement by either party to the other shall be in writing and given either by : (a) personal service, (b) by U.S. Mail, mailed either by certified mail, return receipt requested, with postage prepaid and addressed to the party to whom the notice is directed, or (c) via facsimile transmission (with proof of confirmation by sender). Service shall be considered given when received if personally served or, if mailed, two days after deposit in the United States Mail by certified mail, return receipt requested. The address to which notices or demands may be given by either party may be changed by written notice given in accordance with the notice provisions of this section. At the date of this Agreement, the addresses of the parties are as set forth in Section 2 above.
10. TERMINATION FOR CAUSE
10.1 CITY may terminate this Agreement upon giving of written notice of intention to terminate for cause. Cause shall include: (a) a material violation of any of the covenants, agreements, or stipulations of this Agreement by CONTRACTOR, (b) CONTRACTOR, through any cause, failing to fulfill in a timely and proper manner its obligations under this Agreement, (c) any act by CONTRACTOR exposing CITY to liability to others for personal injury or property damage, or (d) if CONTRACTOR is adjudged bankrupt, CONTRACTOR makes a general assignment for the benefit of creditors, or a receiver is appointed on account of CONTRACTOR’s insolvency. Written notice by CITY of termination for cause shall contain the reasons for such intention to terminate and shall specify the effective date thereof. Unless prior to the effective date of the termination for cause the condition or violat ion shall cease, or satisfactory arrangements for the correction thereof be made, this Agreement shall cease and terminate on the effective date specified in the written notice by CITY.
10.2 In the event of such termination, CONTRACTOR shall be paid the reasonable value of satisfactory services rendered up to the date of receipt of the notice of termination in accordance with this Agreement, less any payments theretofore made, as determined by CITY, not to exceed the amount payable here in, and CONTRACTOR expressly waives any and all claims for damages or compensation arising under this Agreement in the event of such termination, except as set forth herein.
11. TERMINATION FOR CONVENIENCE OF CITY
11.1 CITY may terminate this Agreement at any time and for any reason by giving written notice to CONTRACTOR of such termination, and specifying the effective date thereof, at least fifteen (15) days prior to the effective date.
11.2 If the Agreement is terminated as provided in this Section, CONTRACTOR shall be entitled to receive compensation for any satisfactory work completed up to the receipt by CONTRACTOR of notice of termination, less any payments theretofore made and not to exceed the amount payable herein, and for satisfactory work completed between the receipt of notice of termination and the effective date of termination pursuant to a specific request by CITY for the performance of such work.
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12. PERFORMANCE AFTER TERMINATION
Upon termination of this Agreement as provided herein, CONTRACTOR shall, within such reasonable time period as may be directed by City Manager, complete those items of work which are in various stages of completion and which City Manager determines are necessary to be completed by CONTRACTOR to allow the project to be completed in a timely, logical, and orderly manner. Upon termination, all finished or unfinished documents, data, studies, surveys, drawings, models, photographs, reports, and other materials prepared by CONTRACTOR shall be delivered to the City Manager, upon his request, as property of CITY.
13. DEFENSE AND INDEMNIFICATION
13.1 CONTRACTOR shall, to the fullest extent permitted by law, hold harmless, protect, defend (with attorneys approved by CITY) and indemnify the CITY, its council, and each member thereof, its officers, agents, employees, representatives, and their successors and assigns, from and against any and all losses, liabilities, claims, suit damage, expenses and costs including reasonable attorney's fees and costs, and expert costs and investigation expenses (“Claims”), which arise out of or are in any way connect ed to the performance under this Agreement or any negligent or wrongful act or omission by CONTRACTOR, its officers, employees, representatives, subcontractors, or agents regardless of whether or not such cla im, loss or liability is caused in part by a party indemnified hereunder. CONTRACTOR shall have no obligation, however, to defend or indemnify CITY if it is determined by a court of co mpetent jurisdiction that such C laim was caused by the sole negligence or willful misconduct of CITY.
13.2 General Indemnity Provisions. This indemnity is in addition to any other rights or remedies which CITY may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, CITY may, at its sole discretion, reserve, retain or apply any monies due to CONTRACTOR under this Agreement for the purpose of resolving such claims; provided however, that CITY may release such funds if CONTRACTOR provides CITY with reasonable assuranc es of protection of the CITY's interest.
The CITY shall, in its sole discretion determine whether such assurances are reasonable.
CONTRACTOR agrees that its duty to defend the indemnities arises upon an allegation of liability based upon the performance of services under this Agreement by CONTRACTOR, its officers, agents, representatives, employees, sub -Contractors, or anyone for whom CONTRACTOR is liable and that an adjudication of CONTRACTOR's liability is not a condition precedent to CONTRACTOR's duty to defend.
14. CONFLICT OF INTEREST
14.1 CONTRACTOR shall be bound by the requirements of the FPPC (Fair Political Practice Commission) and state law with regard to disclosure of financial interests and prohibited conflicts of interest.
14.2 Prior to execution of this Agreement, CONTRACTOR shall disclose in writing to CITY any and all compensation, actual or potential, which CONTRACTOR may receive in any form from a party other than CITY as a result of performance of this Agreement by CONTRACTOR. If CONTRACTOR becomes aware of the potential for such compensation subsequent to the execution of this Agreement, CONTRACTOR shall disclose such compensation within three (3) working days of becoming aware of the potential for such compensation.
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14.3 Prior to or concurrent with making any recommendation of any products or service for purchase by the CITY, CONTRACTOR shall disclose any financial interest that CONTRACTOR may have in any manufacturer or provider of the recommended products or services. The term “financial interest” includes, but is not limited to, employment (current or prospective) or ownership interest of any kind and degree.
14.4 CONTRACTOR shall not conduct business for third parties which may be in conflict with CONTRACTOR’s responsibilities under this Agreement. CONTRACTOR may not solicit any business during the term of this Agreement which conflicts with its responsibilities under this Agreement. CONTRACTOR shall provide no services for any private client within the corporate boundaries or sphere of influence of CITY during the period of this Agreement which may constitute a conflict of interest.
15. ASSIGNMENT
No portion of this Agreement or any of the work to be performed hereunder may be assigned or delegated (including hiring and retaining use of any other person or entity for any purpose, except for those certain sub contractors specifically included in the attached “ Scope of Services”) by CONTRACTOR without the express written consent of CITY, nor may any interest in this Agreement be transferred (whether by assignment or novation) by CONTRACTOR without the express written consent of CITY, and without such c onsent all services hereunder are to be performed by CONTRACTOR, its officers, agents and employees. However, claims for money due or to become due to CONTRACTOR from CITY under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of such assignment or transfer shall be furnished promptly to CITY. Any assignment requiring approval may not be further assigned without CITY approval.
16. SURVIVAL
CONTRACTOR’s representations, insurance and indemnity obligations, and performance obligations post-termination shall survive termination of this Agreement.
17. COMPLIANCE WITH APPLICABLE LAWS
CONTRACTOR agrees to comply with all federal, state and local laws, rules, regulations and ordinances that are now or may in the future become applicable to CONTRACTOR, CONTRACTOR’s business, equipment and personnel engaged in activities covered by this Agreement or arising out of the performance of such activities.
18. PERMITS/LICENSES
CONTRACTOR and all of CONTRACTOR’s employees or agents shall secure and maintain in force such permits and licenses as are required by law in connection with the furnishing of services pursuant to this Agreement.
19. NONDISCRIMINATION IN EMPLOYMENT
CONTRACTOR agrees that it will not engage in unlawful discrimination in employment and shall comply with all applicable laws and regulations of CITY and/or all other relevant government agencies, including, but not limited to, the California Department of Fair Employment
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and Housing and the Federal Equal Employment Opportunity Commission. Also, CONTRACTOR certifies and agrees that all persons employed by CONTRACTOR, its affiliates, subsidiaries and related entities, if any, will be treated equally by CONTRACTOR, without unlawful discrimination based upon creed, sex, race, national origin, or any other classification prohibited by state or federal law. If CITY finds that any of the provisions of this Section have been violated, such violation shall constitute a material breach of this Agreement, upon which CITY may determine to cancel, terminate, or suspend this Agreement. While CITY reserves the right to determine independently that the anti -discrimination provisions of the Agreement have been violated, in addition, a determination by the Calif ornia Fair Employment Practices Commission or California Department of Fair Employment and Housing, or successor agency, or the Federal Equal Employment Opportunity Commission, or successor agency, that CONTRACTOR has violated state or federal anti -discrimination laws relative to this Agreement shall constitute a finding by CITY that CONTRACTOR has violated the anti-discrimination provisions of this Agreement.
20. NON-WAIVER
The failure of CITY or CONTRACTOR to seek redress for violation of, or to insist upon, the strict performance of any term or condition of this Agreement shall not be deemed a waiver by that party of such term or condition, or prevent a subsequent similar act from again constituting a violation of such term or condition. Payment to CONTRACTOR of compensation under this Agreement shall not be deemed to waive CITY’s rights or CONTRACTOR’s rights contained in this Agreement.
21. SEVERABILITY
If any term, condition or provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, invalid, or void, the remaining provisions will nevertheless continue in full force and effect and shall not be affected, impaired or invalidated in any way.
22. DISPUTES
In the event that any action is brought by either party to construe this Agreement or enforce any of its terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred, whether or not the matter proceeds to judgment.
23. REMEDIES
The rights and remedies of the CITY provided in this Agreement are not intended to be exclusive, and are in addition to any other rights and remedies permitted by law.
24. ENTIRE AGREEMENT/AMENDMENT
This Agreement and any exhibits attached hereto constitute the entire agreement between the parties and supersede any prior or contemporaneous understanding or agreement with respect to the services contemplated and may be amended only by a written amendment executed by both parties to the Agreement.
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25. GOVERNING LAW/VENUE
The terms and conditions of this Agreement shall be governed by the laws of the State of California. Any action or proceeding brought by any party against any other party arising out of or related to this Agreement shall be brought exclusively in Riverside County.
26. BINDING AGREEMENT
This Agreement is intended to be binding on the parties and their respective successors and assigns.
27. NUMBER
The plural shall include the singular, and the singular shall include the plural and neuter wherever the context so indicates or requires.
28. WARRANTY OF AUTHORITY
Each of the parties signing this Agreement warrants to the other that it has the full authority of the entity on behalf of which its signature is made.
29. COUNTERPARTS
This Agreement may be executed in counterparts, all of which taken together will be considered one original document.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF MURRIETA _____________________________
Name of Contractor
_____________________________
Lisa DeForest, Mayor ___________________________________ Name/title of signatory [please print]
CITY OF MURRIETA _____________________________
Signature
_____________________________
Kim Summers, City Manager
Attest:
_____________________________
Name/title of signatory [if necessary]
_____________________________
Cristal McDonald, City Clerk
_____________________________
Signature
Approved as to Form:
_____________________________
Tiffany Israel, City Attorney
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EXHIBIT B
Fuel Delivery Locations
Murrieta Police Department:
2 Town Square, Murrieta, CA 92562
Fuel delivered to the Police Department: Unleaded 87 Octane Fuel, Ultra-Low Sulfur Diesel
Delivery charge is $300/delivery.
Murrieta Fire & Rescue Stations:
Fire Station 1. 41825 Juniper Street, Murrieta, CA 92562 Fire Station 2. 40060 California Oaks Road, Murrieta, CA 92562 Fire Station 3. 39985 Whitewood Road, Murrieta, CA 92563 Fire Station 4. 28155 Baxter Road, Murrieta, CA 92563
Future fire stations that may be added are Fire Station 5 and Fire Station 6. Addresses are to be provided once the Stations are built or replaced with a permanent station.
Fuel delivered to the fire stations: Clear Carbon Ultra-Low Sulfur Diesel
Delivery charge is $300/delivery.