Placentia City Council
September 17, 2024

B. Resolution.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLACENTIA DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:
(1.) The City Council hereby finds that PLHA funding will assist in providing additional housing for the community's most vulnerable population: transitional youth aged 18-24 years, as this type of housing is scarce and much needed within the community.
(2.) The City Council hereby approves a Development Agreement and Affordable Housing Covenants No. DA -2024-01 with HIS-OC for the ADU expansion project located at 913 N. Bradford Avenue (APN 339-283-17). (3.) The City Council hereby directs the City Administrator to execute on its behalf the Development Agreement and Affordable Housing Covenants No. DA -2024-01 and necessary documents and to take all actions necessary under the State law and in compliance to PLHA Guidelines.
(4.) The City Clerk is directed to record or have recorded the Development Agreement and Affordable Housing Covenants No. DA -2024-01 and all necessary documents in compliance with PLHA Guidelines.
(5.) The City Council shall sign this resolution, and the Clerk shall attest and certify to the passage and adoption thereof.
(6.) The City Council declares that, should any provision, section, paragraph, sentence or word of this resolution be rendered or declared invalid by any final court action in a court of competent jurisdiction, or by reason of any preemptive or inconsistent legislation, the remaining provisions, sections, paragraphs, sentences and words of this resolution shall remain in full force and effect.
(7.) The City Council finds the approval of the Development Agreement and Affordable Housing Covenants No. DA -2024-01 is exempt from the California Environmental Quality Act pursuant to CEQA Guidelines section 15061(b)(3), the common sense exemption, in that it can be seen with certainty that the execution of the Development Agreement and Affordable Housing Covenants No. DA -2024-01 will not have a significant effect on the environment.

PASSED, APPROVED AND ADOPTED this 17th day of September 2024.

Jeremy Yamaguchi, Mayor
ATTEST:

Resolution R-2024-63

149

Robert S. McKinnell, City Clerk

STATE OF CALIFORNIA

CITY OF PLACENTIA
I, Robert S. McKinnell, City Clerk of the City of Placentia, do herby certify that the foregoing Resolution was adopted at a regular meeting of the City Council of the City of Placentia, held on the 17th day of September 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:

Christian L. Bettenhausen, City Attorney
Exhibit "A"- Development Agreement and Affordable Housing Covenants No. DA -2024- 01 Resolution R-2024-63

RESOLUTION NO. R-2024-62

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PLACENTIA, CALIFORNIA AUTHORIZING A BUDGET
AMENDMENT IN FISCAL YEAR 2024-25 IN COMPLIANCE
WITH CITY CHARTER OF THE CITY OF PLACENTIA §§ 1206
AND 1209 PERTAINING TO APPROPRIATIONS FOR
ACTUAL EXPENDITURES.

A. Recitals.
(i). The adopted budget for the 2024-25 Fiscal Year sets out estimated appropriations for City expenses throughout the year.
(ii). From time to time the adopted budget must be adjusted when precise expenditures are finally determined or when estimated expenditures exceed projected costs allocated.
(iii). City Charter of the City of Placentia § 1206 authorizes the City Council to amend or supplement the budget by motion adopted by the affirmative votes of at least three members so as to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenues not included in the budget. All other legal prerequisites to the adoption of this Resolution have occurred.

B. Resolution.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLACENTIA DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:

1. In all respects as set forth in the Recitals, Part A., of this Resolution.

2. The adopted budget for Fiscal Year 2024-25, Resolution No. R-2024-38, is hereby amended to reflect the following expenditure of funds from the Account specified to the Account specified:

Fund
Description
Department
GL Account
Amount
Type
PLHA Funding

HIS-OC ADU
Funding
Administration
501534-6401
$39,500
Expense

3. The Mayor shall sign this resolution, and the City Clerk shall attest and certify to the passage and adoption thereof.

Resolution R-2024-62

151

PASSED, ADOPTED AND APPROVED THIS 17TH DAY OF SEPTEMBER 2024.

Jeremy B. Yamaguchi, Mayor
ATTEST:

Robert McKinnell, City Clerk

STATE OF CALIFORNIA

COUNTY OF ORANGE
I, Robert McKinnell, City Clerk of the City of Placentia, do hereby certify that the foregoing resolution was adopted at a regular meeting of the City Council of the City of Placentia held on the 17th day of September 2024 by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

Robert McKinnell, City Clerk
APPROVED AS TO FORM:

Christian Bettenhausen, City Attorney
Resolution R-2024-62

152

Agenda Item No: 1.f

PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: September 17, 2024
Submitted by: Samantha Byfield
From: Public Works
Subject:

Award of Contract to AAA Oils, doing business as California Fuels and Lubricants for Bulk Diesel Fuel Delivery Services
Financial Impact:

Fiscal Impact:

Expense: $200,000 Five -Year Contract Amount
Budgeted: $376,000 FY 2024-25 Operating Budget (103658-6345) Summary:

This proposed five-year agreement with AAA Oils doing business as California Fuels and Lubricants (California Fuels), is for the bulk delivery of diesel fuel. The City currently utilizes an underground storage tank for diesel fuel. The underground storage tank is scheduled to be removed by December 31, 2025, due to regulatory mandates. Prior to removal, bulk delivery of diesel fuel to the City is needed to fuel Fire Department engines and trucks as well as equipment used by Public Works. The City realizes cost savings when purchasing diesel fuel in bulk rather than fueling at a commercial facility at retail prices. Staff recommends that City Council award a five-year contract to California Fuels, in an amount not -to -exceed $200,000.

Sufficient funds exist in the Fiscal Year (FY) 2024-25 Operating Budget to cover the recommended actions.

Recommendation:

Recommended Action: It is recommended that the City Council:

1. Award a five-year Public Works Agreement to AAA Oils doing business as California Fuels, for the bulk delivery of diesel fuel in an amount -not -to -exceed $200,000; and

2. Authorize the City Administrator to approve contract change orders up to 10% or $20,000 of the contract not -to -exceed amount; and

3. Authorize the City Administrator and/or his designee to execute all necessary documents, in a form approved by the City Attorney.

Strategic Plan Statement:

There is no specific strategic planning goal or objective associated with this agenda item.

Discussion:

The City currently uses a single -walled underground storage tank (UST) to house diesel fuel used in City vehicles and equipment. The City contracts bulk delivery of diesel fuel to an 153

outside vendor. The prior contract expired June 30, 2024. Senate Bill 445 requires single - walled UST's to either be removed or replaced with a double -walled UST by December 31, 2025. While Staff explores replacement possibilities, the continuity of diesel fuel delivery remains essential to daily and emergency operations. The City realizes cost savings when purchasing diesel fuel in bulk quantities rather than fueling at a commercial facility at retail prices.

Diesel fuel is used in Fire Department engines and trucks and in heavy equipment used by the Public Works Department. Diesel fuel is also needed to power emergency generators. During a power outage or emergency, it is vital that the City have access to its own supply of diesel fuel. This allows for continuity of operations and ensures that the City is not competing for resources with other agencies and/or the public at a commercial fueling facility.

Pursuant to the City of Placentia Municipal Code, Section 3.08.070, purchases of supplies, services and equipment may forego bid procedures when purchasing from a supplier who has been awarded a contract resulting from a formal competitive bid process by another governmental agency within the state or by the federal government. The pricing for the contract with California Fuels is based upon a contract solicited by the State of California (Attachment 2). The cost of diesel fuel shall consist of the Oil Price Information Services (OPIS) Ultra Low Sulfur Diesel with Car Cost based on Los Angeles County. For orders of 2,500 gallons or above the City will pay the daily average rack price plus .085 cents per gallon.

For orders less than 2,500 gallons, there will be an additional differential applied to the base rate to account for freight on low quantity deliveries. Staff recommends the City Council award a five-year Public Works Agreement to California Fuels in an amount not -to -exceed $200,000.

This amount is sufficient to account for daily operating diesel fuel needs and provides significant contract capacity should there be an increased need for diesel fuel due to power outages or emergencies.

Fiscal Impact Summary:

The award of this contract does not commit the City to any future expenditures. The City will continue to pay only for delivery of fuel as requested based on City needs. A total of $376,000 was budgeted in the FY 2024-25 Operating Budget for gasoline and diesel fuel. As such, sufficient funds exist for the recommended actions.

Attachments
Attachment 1 - Public Works Service Agreement - AAA Oils dba California Fuel and Lubricants Attachment 2 - State Contract ID 1-23-91-31C for AAA Oil Inc.pdf 154

CITY OF PLACENTIA

DELIVERY OF DIESEL FUEL SERVICES AGREEMENT
WITH
AAA Oils dba California Fuels and Lubricants
THIS AGREEMENT is made and entered into this 17th day of September, 2024 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and IIAAA Oils dba California Fuels and Lubricants, a California Gasoline and Diesel Fuel Company ("Consultant").

WITNESSETH:

A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide delivery of diesel fuel services as more fully described herein; and B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties, and liabilities in connection with the services to be performed; and
D. WHEREAS, Section 3.08.070(3) of the Placentia Municipal Code authorizes the procurement of services as part of a cooperative purchasing program; and E. WHEREAS, Consultant is providing these services at rates negotiated pursuant to an agreement with the State of California dated May 1, 2023 (1-23-91-31C); and F. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

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

1.0. SERVICES PROVIDED BY CONSULTANT

1.1. Scope of Services. Consultant shall provide the professional services described in the Consultant's Proposal ("Proposal"), attached hereto as Exhibit "A" and incorporated herein by this reference.

1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. Officers and employees shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this Section. 727

1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.

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

1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender, or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay, or other forms of compensation and selection for training, including apprenticeship.

Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.

Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Consultant shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

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

1.7. Delegation and Assignment. This is a personal service contract, and the duties 2 AA Oils dba California Fuels and Lubricants
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set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. All insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Consultant may engage during the term of this Agreement.

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

2.0. COMPENSATION AND BILLING

2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A". Consultant's total compensation shall not exceed Two Hundred Thousand Dollars ($200,000), unless authorized herein.

2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

Should the City request in writing additional services that increase the hereinabove described "Scope of Services", an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. Such increase in additional fees shall be limited to 10% of the total contract sum. The City Administrator is authorized to approve a Change Order for such additional services. Where the original contract is $40,000.00 or less, City Council approval shall be required prior to any increase bringing the total compensation to more than $40,000.00.

2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within thirty (30) days from the date City receives said invoice. Each invoice shall describe in detail the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. In no event, however, will said invoices exceed 95% of individual task totals described in Exhibit "A".

Consultant agrees that, in no event, shall City be required to pay to Consultant any sum in excess of 95% of the maximum payable hereunder prior to receipt by City of all final documents, together with all supplemental technical documents, as described herein, and the Work is completed, acceptable in form and content to City. Final payment shall be made no later 3 AA Oils dba California Fuels and Lubricants
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than sixty (60) days after presentation of final documents and acceptance thereof by City.

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

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A". Consultant shall supply copies of all requisite maps, surveys, reports, plans, models, computer files, and documents, including all supplemental technical documents, as described in Exhibit "A" within the time specified herein.

3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension.

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of 60 months, ending on September 17th, 2029, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending, or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates, or abandons a portion of this Agreement such suspension, termination, or abandonment shall not make void or invalidate the remainder of this Agreement.

If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice 4 AA Oils dba California Fuels and Lubricants
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of termination on the Consultant, if the latter should:
a.
b.
c.

Be adjudged a bankrupt;
Become insolvent or have a receiver of its assets or property appointed because of insolvency;
Make a general assignment for the benefit of creditors; d. Default in the performance of any
indebtedness under this Agreement;
e. Suffer any judgment against it to remain
for thirty (30) days or longer; or
f. Institute or suffer to be instituted any
rearrangement of its affairs.
obligation or payment of any
unsatisfied or unbonded of record
procedures for reorganization or

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein.

In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. City shall not be liable for any claim of lost profits.

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

5.0. INSURANCE

5.1. Insurance. The Consultant and all subcontractors, if any, shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement, including any extension thereof, insurance as set forth in Exhibit "B" attached hereto and incorporated herein by this reference.

Neither the City nor any of its officers, officials, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant. If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate.
5 AA Oils dba California Fuels and Lubricants
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5.2. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self -insured retention to provide such coverage, the amount of such deductible or self -insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self -insured retention.

5.3. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages, as well as providing the City with the required endorsements in a form and content approved by City, prior to performing any services under this Agreement.

The certificates of insurance and endorsements shall be attached hereto as ,Exhibit "C" and incorporated herein by this reference.

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

6.0. GENERAL PROVISIONS

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

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

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

6.3. Project Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.

Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Consultant without the express written approval by the City. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence, or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage 6 AA Oils dba California Fuels and Lubricants
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prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONSULTANT:

AAA Oils dba California Fuels and
Lubricants
11621 Westminster Ave.

Garden Grove, CA, 92843
Tel: (714) 530-4795
Attn: Jennifer Crawley -Wayne
IF TO CITY:

City of Placentia
401 E. Chapman Ave.

Placentia, CA 92870
Tel: (714) 993-8212
Attn: Samantha Byfield

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

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

6.7. Legal Responsibilities. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way effect the performance of its services pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws and regulations. Neither the City, nor its officers, officials, agents, employees, and volunteers, shall be liable at law or in equity occasioned by failure of Consultant to comply with this Section.

6.8. Assignment. Because of the specialized nature of the services to be rendered pursuant to this Agreement, only the Project Team listed in the Proposal shall perform the services described in this Agreement. The Project Team may use assistants, under direct supervision, to perform some of the services under this Agreement. Consultant shall provide the City fourteen (14) days' notice prior to the departure of and project team members from Consultant's employ.

Should any team members leave Consultant's employ, City shall have the option to immediately terminate this Agreement, within three (3) days of the close of said notice period. Upon termination of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City and Consultant.

Consultant shall not voluntarily or by operation of law assign, transfer, sublet, or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting, or encumbrance shall be void and shall 7 AA Oils dba California Fuels and Lubricants
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constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

6.9. City Assistance to Consultant. City agrees to provide to Consultant:
a. Information and assistant as set forth in Exhibit "A" hereto. b. Photographically reproducible copies of maps and other information, if available, which Consultant considers necessary in order to complete the work. c. Such information as is generally available from City files applicable to the work. d. Assistance, if necessary, in obtaining information from other governmental and/or private parties. However, it shall be Consultant's responsibility to make all initial contact with respect to the gathering of such information.

6.10. Licenses/Certifications. At all times during the term of this Agreement, Consultant shall keep and maintain, in full force and effect, all licenses or certifications required of Consultant by law for the performance of the services described in this Agreement.

6.11. Indemnification and Hold Harmless. Consultant agrees to protect, defend, indemnify, and hold free and harmless the City, its officers, officials, agents, employees, and volunteers, at Consultant's sole expense, from and against any and all claims, liabilities, demands, actions, expenses, damages, suits or other legal proceedings brought against the City, its officers, officials, agents, employees, and volunteers arising out of or in any way connected with the performance of the Consultant, its employees, and/or authorized subcontractors' work undertaken pursuant to this Agreement including all acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of the Consultant, its employees and/or subcontractors. The defense obligation provided for hereunder shall apply whenever any claim, action, complaint or suit asserts liability against the City, its officers, officials, agents, employees, and volunteers based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable, and whether or not there is any evidence of fault or wrongdoing by the Consultant, its employees and/or its subcontractors. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect.

6.12. Patent/Copyright. To the fullest extent permissible under law, and in lieu of any other warranty by the City or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against the City on account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information, and assistance at Consultant's expense for the 8 AA Oils dba California Fuels and Lubricants
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defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness, or willful misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright.

Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement thereof and Consultant shall not be obligated to indemnify the City under any settlement made without Consultant's consent or in the event the City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant's expense. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to the City, shall obtain for the City the right to use and sell the item, or shall substitute an equivalent item acceptable to the City and extend this patent and copyright indemnity hereto.

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

6.14. Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officers, officials, agents, employees, or volunteers 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 officers, officials, agents, employees, or volunteers of the City will receive compensation, directly or indirectly, from Consultant, or from any officer, employee, agent, or subcontractor of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity.

6.15. No Benefit to Employees. No officers, officials, agents, employees, or volunteers of the City who exercise authority over or responsibilities with respect to the Work during his or her tenure, or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub -agreement, or the proceeds thereof, for work to be performed in connection with the Work under this Agreement.

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

Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to 9 AA Oils dba California Fuels and Lubricants
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indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

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

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

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

6.19. Ownership of Documents. All findings, reports, documents, information, and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files, and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant.

Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes, or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.

6.20. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information, and data, including, but not limited to, computer tapes, discs, or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required 10 AA Oils dba California Fuels and Lubricants
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by the California Public Records Act (California Government Code Section 7920.000 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 7924.510, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

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

During the term of this Agreement, Consultant and its officers, employees, associates, and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates, or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant's duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.

Consultant's participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.

Consultant shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project, if any, have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement.

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

6.23. Prohibited Em Dloyment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6.24. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable:

This Agreement, the City's Request for Proposals, the Consultant's Proposal.

6.25. Costs. Each party shall bear its own costs and fees incurred in the preparation 11 AA Oils dba California Fuels and Lubricants
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and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

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

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

6.28. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

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

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

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

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

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. 12 AA Oils dba California Fuels and Lubricants
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CITY OF PLACENTIA,
A municipal corporation
Date:

Damien R. Arrula, City Administrator
ATTEST:

City Clerk and ex -officio Clerk
of the City of Placentia
CONSULTANT:
zito--214'
Signature
Efrain Davalos, Jr.

CEO
Name and Title
CEO
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:

Christian L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:

Krystle Murillo, Risk Manager
APPROVED AS TO CONTENT:

SovAitu 1516tLL
Samantha Byfield, Public Works Manager
13 Date:

Date:

Date:
9/3/2024
Date: 9/3/2024
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DEPARTMENTAL APPROVAL:

Date:

Christopher Tanio, Director of Public Works
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EXHIBIT A

CONSULTANT'S PROPOSAL AND SCOPE OF WORK
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COST PROPOSAL
Service Provider's price shall consist of the Oil Price Information Service (OPIS) Ultra Low Sulfur Diesel with Car Cost based on Los Angeles County daily average rack price plus a stated amount.

Bidder shall submit a rate which will be applied to the published average to establish the cost per gallon.

TYPE OF FUEL

COST PER

GALLON OVER OPIS
Renewable Diesel (RD99) Clear - orders 2,500 gallons or greater ("base rate")
$ 0.085
Renewable Diesel (RD99) Clear - orders less than 2,500
gallons will use the following formula to determine the cost differential over OPIS Ultra Low Sulfur Diesel with Car Cost based on Los Angeles County daily average
rack price which will be added to the base rate.
(0.085 x 2500) /
quantity received +
base rate
For example, if the City ordered 1,000 gallons (.085*2500) = $212.50 / 1000 =

0.2125 per gallon plus base rate.
742

EXHIBIT B

INSURANCE REQUIREMENTS
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EXHIBIT B

INSURANCE REQUIREMENTS
A. Minimum Scope and Limits of Insurance
City reserves the right to review any and all of the required insurance policies and/or endorsements, but has no obligation to do so. Failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Consultant from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance, including any extension thereof, of this Agreement.

Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement, including any extension thereof, all of the following minimum scope of insurance coverages:

1. Commercial General Liability Insurance
Broad -form commercial general liability, with coverage at least as broad as the most current version of ISO Commercial General Liability coverage form CG 00 01, in a form at least as broad as ISO form CG 00 01 04 13, and shall include insurance for premises and operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury, and personal and advertising injury with a policy limit of not less than Two Million Dollars ($2,000,000.00) per occurrence and Four Million Dollars ($4,000,000.00) general aggregate. The aggregate limit, encompassing the above coverage, shall apply separately to this project/location. If Consultant maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the higher limits maintained by the Consultant.

2. Business Automobile Liability Insurance
Business automobile liability for all owned, hired, leased, and non -owned vehicles at least as broad as the most current version of ISO Business Auto Coverage Form CA 00 01, with a policy limit of not less than Two Million Dollars ($2,000,000.00) combined single limit per accident. If Consultant maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the higher limits maintained by the Consultant.

3. Workers' Compensation and Employer's Liability Insurance Workers' compensation insurance as required by the State of California and Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000.00) per accident for any employee or employees of Consultant. Consultant agrees to waive and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, officials, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.
744

By signing this Agreement, the Consultant acknowledges and agrees to the following:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for, and maintaining in full force and effect for the duration of this Agreement, complete workers' compensation insurance, and shall furnish a certificate of insurance to the Project Manager before execution of this Agreement by the City. The City, its officers, officials, agents, employees, and volunteers shall not be responsible for any claims in law or equity occasioned by failure of the Consultant to comply with this Section.

4. Professional Errors and Omissions ("E&O") Liability Insurance Professional errors and omissions ("E&O") liability insurance on an occurrence based policy with policy limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and Three Million Dollars ($3,000,000.00) policy aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. The retroactive date must be shown, and this date must be before the date of the contract or the beginning of contract work. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract of work. If coverage is canceled or non -renewed, and not replaced with another policy form with a retroactive date prior to the contract effective date, the Consultant must purchase "extended reporting coverage" for a minimum of three (3) years after completion of contract work. A copy of the claims reporting requirements must be submitted to the Project Manager for review. If Consultant maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the higher limits maintained by the Consultant.

5. Standards for Insurance Companies
All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commission 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 VII (or larger) in accordance with the latest edition of Best's Key Rating Guide.

B. Documentation and Other Provisions

1. The commercial general liability insurance policy and business automobile liability policy shall be endorsed to contain the following: The City of Placentia, its officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied, or used by the Consultant; and automobiles owned, leased, hired, or borrowed by the Consultant. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance at least as broad as one of the following ISO ongoing operations forms: CG 20 10 or CG 20 26 or CG 20 33 (not allowed from 745

subcontractors), or CG 20 38; and one of the following ISO completed operations forms:

CG 20 37, 2039 (not allowed from subcontractors), or CG 20 40.

2. Said policies shall not terminate, nor shall they be cancelled or coverage reduced, without at least thirty (30) days' written notice to the City. In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any cancelled policy or reduction in the required coverage limits, the City may procure such insurance at Consultant's sole cost and expense.

3. The Consultant's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy.

4. Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.

5. Defense fees and costs shall not deplete the limits of any insurance provided under this Agreement.

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

7. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure the City is an additional insured on insurance required from subcontractors.

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

9. Coverage shall be on a standard occurrence form. Claims -made forms are not acceptable. Modified, limited, or restricted occurrence forms are not acceptable. 746

EXHIBIT C

CERTIFICATES OF INSURANCE AND ENDORSEMENTS
17 AA Oils dba California Fuels and Lubricants
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/
A� o® CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DDIYYYY)
g(MM/DD4
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
Churchill & Associates Insurance Services Inc
31248 Oak Crest Drive, Suite 140
Westlake Village CA 91361

CONTACT
NAME: Michelle DeMoss

PHONE FAX
(A/C, No, Ext): 805-372-2200 (A/C, No):

ADDRESS: [email protected]

INSURER(S) AFFORDING COVERAGE
NAIC #
INSURERA: GuideOne Insurance Company
15032
INSURED CAFUELS-01
AAA Oil, Inc. California Fuels and Lubricants; FOPCO, Inc. 11621 Westminster Avenue
Garden Grove CA 92843
INSURER B : Insurance Company of the West
27847
INSURER C: General Star Indemnity Company
37362
INSURER D :

INSURER E :

INSURER F :

COVERAGES
CERTIFICATE NUMBER: 582315686
REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

TYPE OF INSURANCE
IADDL
NSD
SWUBR
VD

POLICY NUMBER

POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)
LIMITS
A
X

COMMERCIAL GENERAL LIABILITY
Y
Y
62P10099903
5/1/2024
5/1/2025

EACH OCCURRENCE
$ 1,000,000

CLAIMS -MADE
X
OCCUR

DAMAGE RETED
PREMISESO(Ea occurrence)
$ 100,000
MED EXP (Any one person)
$ 5,000

PERSONAL & ADV INJURY
$ 1,000,000
GEN'L
X

AGGREGATE
POLICY
OTHER:

X

LIMIT APPLIES
'
PER:

LOC

GENERAL AGGREGATE
$2,000,000

PRODUCTS - COMP/OP AGG
$ 2,000,000
$
A

AUTOMOBILE
X
X
X

LIABILITY

ANY AUTO
OWNED
X
X

SCHEDULED
AUTOS

NON -OWNED

AUTOS ONLY
MCS 90
Y
Y
62P10099903
5/1/2024
5/1/2025

COMBINED SINGLE LIMIT
(Ea accident)
$ 1,000,000
BODILY INJURY (Per person)
$
BODILY INJURY (Per accident)
$

PROPERTY DAMAGE
(Per accident)
$
$
C
X

UMBRELLA LIAB

EXCESS LIAB
X
OCCUR

CLAIMS -MADE
Y
Y
IXG671934C
5/1/2024
5/1/2025

EACH OCCURRENCE
$ 5,000,000

AGGREGATE
$ 5,000,000
DED
RETENTION $
$
g

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBEREXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y / N
N / A
Y
WSA 5060563 04
5/1/2024
5/1/2025
X

PERTUTE
STA
OTH-
ER
E.L. EACH ACCIDENT
$ 1,000,000
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICY LIMIT
$ 1,000,000
A
B
Motor Truck Cargo
USL&H
62P10099903
WSA 5060563 04
5/1/2024
5/1/2024
5/1/2025
5/1/2025
Limit
Statutory
$50,000
$1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Placentia, its officers, officials, agents, employees, and volunteers are additionally insured with respect to the General and Auto Liability where required by written contract per attached endorsements. General and Auto Liability is Primary and Non -Contributory with Excess follow form. Waiver of Subrogation applies with regards to General and Auto Liability as well as Workers Compensation coverage per attached endorsements. Pollution Liability provided per Form CA9948 (10/13).

CERTIFICATE HOLDER

CANCELLATION
City of Placentia
401 E. Chapman Ave.

Placentia CA 92870

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD 748

POLICY NUMBER: 62P100999-03 COMMERCIAL AUTO
CA 04 44 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured: AAA Oil Inc
Endorsement Effective Date: 5/1/2024

SCHEDULE
Name(s) Of Person(s) Or Organization(s):

Blanket as per Written Contract or Agreement
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The Transfer Of Rights Of Recovery Against
Others To Us condition does not apply to the
person(s) or organization(s) shown in the Schedule,
but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with
that person or organization.

CA 04 44 10 13 © Insurance Services Office, Inc., 2011

COMMERCIAL AUTO
CA 04 49 11 16
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NONCONTRIBUTORY -

OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

A. The following is added to the Other Insurance
Condition in the Business Auto Coverage Form
and the Other Insurance — Primary And Excess
Insurance Provisions in the Motor Carrier
Coverage Form and supersedes any provision to
the contrary:

This Coverage Form's Covered Autos Liability
Coverage is primary to and will not seek
contribution from any other insurance available to
an "insured" under your policy provided that:

1. Such "insured" is a Named Insured under such
other insurance; and

2. You have agreed in writing in a contract or
agreement that this insurance would be
primary and would not seek contribution from
any other insurance available to such
"insured".

B. The following is added to the Other Insurance
Condition in the Auto Dealers Coverage Form and
supersedes any provision to the contrary:

This Coverage Form's Covered Autos Liability
Coverage and General Liability Coverages are
primary to and will not seek contribution from any
other insurance available to an "insured" under
your policy provided that:

1. Such "insured" is a Named Insured under such
other insurance; and

2. You have agreed in writing in a contract or
agreement that this insurance would be
primary and would not seek contribution from
any other insurance available to such
"insured".

CA 04 49 11 16
© Insurance Services Office, Inc., 2016

POLICY NUMBER: 62P100999-03 COMMERCIAL AUTO
CA 20 48 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED INSURED FOR

COVERED AUTOS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured: AAA Oil Inc
Endorsement Effective Date: 5/1/2024

SCHEDULE
Name Of Person(s) Or Organization(s):

Blanket as per written contract.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Each person or organization shown in the Schedule is
an "insured" for Covered Autos Liability Coverage, but
only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured
provision contained in Paragraph A.1. of Section II —
Covered Autos Liability Coverage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph D.2. of Section I — Covered Autos
Coverages of the Auto Dealers Coverage Form.

CA 20 48 10 13
© Insurance Services Office, Inc., 2011 Page 1 of 1 751

COMMERCIAL AUTO
CA 99 48 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

POLLUTION LIABILITY - BROADENED COVERAGE

FOR COVERED AUTOS - BUSINESS AUTO AND

MOTOR CARRIER COVERAGE FORMS
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

A. Covered Autos Liability Coverage is changed as
follows:

1. Paragraph a. of the Pollution Exclusion
applies only to liability assumed under a
contract or agreement.

2. With respect to the coverage afforded by
Paragraph A.1. above, Exclusion B.6. Care,
Custody Or Control does not apply.

B. Changes In Definitions
For the purposes of this endorsement, Paragraph
D. of the Definitions Section is replaced by the
following:

D. "Covered pollution cost or expense" means any
cost or expense arising out of:

1. Any request, demand, order or statutory or
regulatory requirement that any "insured" or
others test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize, or in
any way respond to, or assess the effects
of "pollutants"; or

2. Any claim or "suit" by or on behalf of a
governmental authority for damages
because of testing for, monitoring, cleaning
up, removing, containing, treating,
detoxifying or neutralizing, or in any way
responding to or assessing the effects of
"pollutants".
"Covered pollution cost or expense" does not
include any cost or expense arising out of the
actual, alleged or threatened discharge,
dispersal, seepage, migration, release or
escape of "pollutants":
a. Before the "pollutants" or any property in
which the "pollutants" are contained are
moved from the place where they are
accepted by the "insured" for movement
into or onto the covered "auto"; or
b. After the "pollutants" or any property in
which the "pollutants" are contained are
moved from the covered "auto" to the
place where they are finally delivered,
disposed of or abandoned by the
"insured".

Paragraphs a. and b. above do not apply to
"accidents" that occur away from premises
owned by or rented to an "insured" with
respect to "pollutants" not in or upon a
covered "auto" if:
(1) The "pollutants" or any property in
which the "pollutants" are contained
are upset, overturned or damaged as
a result of the maintenance or use of
a covered "auto"; and
(2) The discharge, dispersal, seepage,
migration, release or escape of the
"pollutants" is caused directly by
such upset, overturn or damage.

CA 99 48 10 13 © Insurance Services Office, Inc., 2011

COMMERCIAL GENERAL LIABILITY
CG 20 01 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NONCONTRIBUTORY -

OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
The following is added to the Other Insurance
Condition and supersedes any provision to the
contrary:

Primary And Noncontributory Insurance
This insurance is primary to and will not seek
contribution from any other insurance available
to an additional insured under your policy
provided that:
(1) The additional insured is a Named Insured
under such other insurance; and
(2) You have agreed in writing in a contract or
agreement that this insurance would be
primary and would not seek contribution
from any other insurance available to the
additional insured.

CG 20 01 04 13
© Insurance Services Office, Inc., 2012

POLICY NUMBER:62P100999-03 COMMERCIAL GENERAL LIABILITY CG 20 26 0413
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - DESIGNATED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART.

SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s):

BLANKET AS PER WRITTEN CONTRACT
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:

1. In the performance of your ongoing operations; or

2. In connection with your premises owned by or rented to you.

However:

1. The insurance afforded to such additional insured only applies to the extent permitted by law; and

2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.

B. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance:

If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.

This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.

CG 20 26 04 13
Copyright, Insurance Services Office, Inc., 1984 Page 1 of 1 754

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 34 (Ed. 8-00)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - BLANKET We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us).

The additional premium for this endorsement shall be 2 % of the total California Workers' Compensation premium otherwise due.

Schedule
Person or Organization

ANY PERSON OR

ORGANIZATION FOR

WHOM THE NAMED

INSURED IS REQUIRED

UNDER WRITTEN

CONTRACT TO FURNISH

THIS WAIVER
Job Description

CALIFORNIA

OPERATIONS ONLY
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 05/01/2024 Policy No. WSA 5060563 04 Insured AAA OIL INC
Insurance Company INSURANCE COMPANY OF THE WEST
Countersigned By
WC 99 06 34
(Ed. 8-00)
Endorsement No.

Premium $ INCL .

INSURED
755

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 34 (Ed. 8-00)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - BLANKET We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us).

The additional premium for this endorsement shall be 2 % of the total California Workers' Compensation premium otherwise due.

Schedule
Person or Organization

ANY PERSON OR

ORGANIZATION FOR

WHOM THE NAMED

INSURED IS REQUIRED

UNDER WRITTEN

CONTRACT TO FURNISH

THIS WAIVER
Job Description

CALIFORNIA

OPERATIONS ONLY
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 05/01/2023 Policy No. WSA 5060563 03 Insured AAA OIL INC
Insurance Company INSURANCE COMPANY OF THE WEST
Countersigned By
WC 99 06 34
(Ed. 8-00)
Endorsement No.

Premium $ INCL .

INSURED
756

'U RE fcq
gel
16 —Io
Department of General Services
Procurement Division
707 Third Street, 2nd Floor
West Sacramento, CA 95605-2811
State of California

STATEWIDE CONTRACT

USER INSTRUCTIONS

MANDATORY
*Supplement 2*
*Incorporates Supplements 1- 2*
ISSUE AND EFFECTIVE DATE: *8/1/2024*
CONTRACT NUMBER: 1-23-91-31C
DESCRIPTION: Renewable Diesel
DISTRICT(S): 7, 11, and 12
CONTRACTOR: AAA Oil, Inc. dba California Fuels
and Lubricants
CONTRACT TERM: 5/1/2023 through 4/30/2026
STATE CONTRACT ADMINISTRATOR: Amanda Lewis
(279) 946-7876
[email protected]
The contract user instructions, products, and pricing are included herein. All purchase documents issued under this contract incorporate the contract terms and applicable California General Provisions:

Non -IT General Provisions (rev 6/21/2022)
Cal eProcure link: www.caleprocure.ca.gov

ORDER PLACEMENT INFORMATION
Mailing Address:

AAA Oil, Inc. dba California
Fuels and Lubricants
11621 Westminster Ave.

Garden Grove, Ca. 92843
Fax/Email:

Fax: (714) 530-5026
Email: [email protected]
Contact Information:

AAA Oil, Inc. dba California Fuels
and Lubricants
Jennifer Crawley
Phone: (714) 530-4795
Email: [email protected]
185

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*
All changes to most recent Supplement are in bold red italic. Additions are enclosed in asterisks; deletions are enclosed in brackets.

SUMMARY OF CHANGES
Supplement
Number
Description/Articles
Date
*2*
*Subject contract for Renewable Diesel is
hereby modified to reflect the following
changes:
• Section 25 Payment has been updated.
• Section 31 Exemption to Gen -Al
Procurement Procedures has been
added. *
*8/1/2024*
1 Subject contract for Renewable Diesel is hereby
modified to reflect the following changes:
• Section 11 — Purchase Execution has been
changed.
4/29/2024
N/A
Original Contract Posted
5/1/2023
All other terms and conditions remain the same.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*

TABLE OF CONTENTS

1. SCOPE 5

2. CONTRACT USAGE/RULES 5

3. DGS ADMINISTRATIVE FEES 6

4. SB/DVBE OFF -RAMP PROVISION 6

5. EXEMPT PURCHASES 6

6. PROBLEM RESOLUTION/SUPPLIER PERFORMANCE 7

7. CONTRACT ITEMS 7

8. PUBLICATION POSTING 8

9. SPECIFICATIONS 8

10. CUSTOMER SERVICE 9

11. PURCHASE EXECUTION 9

12. MINIMUM ORDER 10

13. ORDERING PROCEDURE 11

14. ORDER ACCEPTANCE 11

15. ORDER RECEIPT ACKNOWLEDGEMENT 11

16. DELIVERY SCHEDULES 12

17. EMERGENCY/EXPEDITED ORDERS AND ADDITIONAL CHARGES 13

18. FREE ON BOARD (F.O.B.) DESTINATION 15

19. BILL OF LADING 15

20. SAFETY DATA SHEET 16

21. CONTRACT ADMINISTRATION 16

22. RANDOM SAMPLE COMPLIANCE REVIEW 16

23. PRODUCT RECALL PROCEDURES 16

24. INVOICING 17

25. PAYMENT 17

26. CALIFORNIA SELLER'S PERMIT 18

27. QUALITY ASSURANCE GUARANTEES 18

28. RECYCLED CONTENT 19

29. SB PARTICIPATION 19

30. BIDDER DECLARATION/COMMERCIALLY USEFUL FUNCTION (CUF)/ CERTIFICATIONS 20

31. *EXEMPTION TO GEN-Al PROCUREMENT PROCEDURES 20

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*

32. ATTACHMENTS 20

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*

1. SCOPE
The State's contract with AAA Oil, Inc. dba California Fuels and Lubricants (Contractor) provides Renewable Diesel at contracted pricing to the State of California and local governmental agencies in accordance with the requirements of Contract # 1-23-91-31C.

The Contractor shall supply the entire portfolio of products as identified in the contract and will be the primary point of contact for data collection, reporting, and distribution of Renewable Diesel to the State.

The contract term is for three (3) years with an option to extend the contract for two (2) additional one (1) year periods or portion thereof. The terms, conditions, and prices for the contract extension option shall be by mutual agreement between the Contractor and the State. If a mutual agreement cannot be met the contract will expire at the end of the current contract term.

2. CONTRACT USAGE/RULES
A. State Departments
• The use of this contract is mandatory for all State of California departments for Districts 7, 11, and 12.
• State departments must adhere to all applicable State laws, regulations, policies, best practices, and purchasing authority requirements, e.g. California Codes, Code of Regulations, State Administrative Manual, Management Memos, and State Contracting Manual Volume 2, as applicable.
• Prior to placing orders against this contract, State departments must have been granted non -IT purchasing authority by the Department of General Services, Procurement Division (DGS-PD) for the use of this statewide contract. State departments that have not been granted purchasing authority by DGS-PD for the use of the State's statewide contracts may contact DGS-PD's Purchasing Authority Management Section by e-mail at pams(a�dgs.ca.gov.
• State departments must have a Department of General Services (DGS) agency billing code prior to placing orders against this contract. Ordering departments may contact their Purchasing Authority contact or their department's fiscal office to obtain this information.

B. Local Governmental Agencies
• Local governmental agency use of this contract is optional. • Local government agencies are defined in Public Contract Code Chapter 2, Section 10298 (a) (b) and 10299 (b); this includes the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds for the acquisition of products While the State makes this contract available to local governmental agencies, each local governmental agency should determine whether this contract is consistent with its procurement policies and regulations.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*
• Local governmental agencies shall have the same rights and privileges as State departments under the terms of this contract. Any local governmental agencies desiring to participate shall be required to adhere to the same responsibilities as do State departments and have no authority to amend, modify or change any condition of the contract.
• A DGS issued billing code is not required for local governmental agencies to place orders against this contract.

C. Unless otherwise specified within this document, the term "ordering agencies" will refer to all State departments and/or local governmental agencies eligible to utilize this contract. Ordering and/or usage instructions exclusive to State departments or local governmental agencies shall be identified within each article.

3. DGS ADMINISTRATIVE FEES
A. State Departments
The DGS will bill each State department an administrative fee for use of this statewide contract. The administrative fee should NOT be included in the order total, nor remitted before an invoice is received from DGS.

Current fees are available online in the Price Book & Directory of Services (go to Price Book Download and click on Purchasing under Procurement Division).

B. Local Governmental Agencies
For all local government agency transactions issued against the contract, the Contractor is required to remit the DGS-PD an Incentive Fee of an amount equal to

1.25 percent of the total purchase order amount excluding taxes and freight. This Incentive Fee shall not be included in the local governmental agency's purchase price, nor invoiced or charged to the local governmental agency. All prices quoted to local governmental agencies shall reflect State contract pricing, including any and all applicable discounts, and shall include no other add-on fees.

4. SB/DVBE OFF -RAMP PROVISION
There is no SB/DVBE off ramp associated with this contract.

5. EXEMPT PURCHASES
For information regarding exemptions for purchasing Diesel #2 in lieu of Renewable Diesel, please refer to Management Memo Number 15-07, issued 12/9/2015:
https://www.dgs.ca.gov/Resources/ManagementMemos?search=management%20memos

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*

6. PROBLEM RESOLUTION/SUPPLIER PERFORMANCE
Ordering agencies and/or Contractor shall inform the State Contract Administrator of any technical or contractual difficulties encountered during contract performance in a timely manner. This includes and is not limited to informal disputes, supplier performance, outstanding deliveries, etc. The ordering agency should include all relevant information and/or documentation (e.g., purchase documents).

7. CONTRACT ITEMS
All available contract line items are listed on Attachment A — Contract Pricing.

The State will use the Oil Price Information Service (OPIS) to determine the composite price, or price per gallon, for renewable diesel. The composite price of renewable diesel for each District is the sum of the OPIS Region Base Market Price (RBMP), the Cap at the Rack (CAR) cost fee, and the Low Carbon Fuel Standard (LCFS) Fee for Diesel #2 for the assigned Super District. The composite price for each District for Renewable Diesel is based on the OPIS Racks identified as Eureka, Sacramento, Fresno, Los Angeles, Barstow, and San Diego.

The composite price for each District will be posted daily by DGS-PD. For purposes of this contract, the following racks will be used for the RBMP, CAR Cost Fee, and LCFS Cost Fee for the counties included in Districts 7, 11, and 12:

CALTRANS

DISTRICT

MARKET BASE OPIS
(DIESEL #2)

COUNTIES
7 Los Angeles
Ventura, Los Angeles
11 San Diego
Imperial, San Diego
12 San Diego
Orange
Cost Structure:

The Contract Composite Price for each fuel type shall be calculated according to the following table:

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*

FUEL TYPE

OPIS INDEX

CONTRACT COMPOSITE
PRICE
Renewable
Diesel
Daily OPIS Closing Benchmark File

OPIS GROSS CARB ULTRA LOW

SULFUR DISTILLATE PRICES
WITHOUT CAR COST** RACK AVE.

RBMP + CAR cost fee + LCFS
Fee + Differential = Contract
Price
Red Dyed
Renewable
Diesel
Daily OPIS Closing Benchmark File

OPIS GROSS CARB ULTRA LOW

SULFUR DISTILLATE PRICES
WITHOUT CAR COST** RACK AVE.

RBMP + CAR cost fee + LCFS
Fee + Differential + .01 per gallon
= Contract Price
Differentials:

All Differential prices quoted shall be:
• Exempt from: Federal Excise Tax
• Exclusive of: State Sales Tax, Local Sales Tax, California Motor Vehicle Fuel Tax, Leaking Underground Storage Tank Tax, Oil Spill Liability Trust Fund Tax, Federal Superfund Fee Recovery Tax, CAR cost fee, LCFS cost fee, AB 32 Fees.

These taxes and fees (if applicable) shall be listed separately on invoices and shall not be a component of the differential price. Any and all charges, levies and/or fees not listed above shall be a component of the differential price.

8. PUBLICATION POSTING
The DGS-PD tracks and monitors fuel charges. The DGS-PD will prepare fuel charge documents and email to the Contractors and all end users of the contract daily the RBMP, CAR Cost Fees, and LCFS Cost Fees for all fuels.

The Contractor shall forward a copy of the DGS-PD Daily Fuel Post to all delivery locations that have been invoiced for payment to substantiate the accuracy of the base pricing on the invoice. To request the Daily Fuel Post, complete Attachment D — Fuel Rate Information Request Form and send to:

Amanda.Lewis(a�dgs.ca.gov or Kao.Yanq(a dgs.ca.gov

9. SPECIFICATIONS
All products listed on Attachment A, Contract Pricing, conform to Attachment E, Bid Specification Number 9131-0211443, dated 12/22/2022.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*

10. CUSTOMER SERVICE
The Contractor will have a customer service unit that is dedicated to this contract. The customer service unit provides office and personnel resources for responding to inquiries, including telephone and email coverage weekdays during the hours of 8:00 a.m. - 5:00 p.m., PT.

The customer service unit shall be staffed with individuals that:
• Are trained in the requirements of this contract
• Have the authority to take administrative action to correct problems that may occur The Contractor's customer service unit shall respond to all customer inquiries within one (1) business day of initial contact.

Contact
Phone
Email
Jennifer Crawley
(714) 530-4795
[email protected]

11. PURCHASE EXECUTION
A. State Departments
1) Std. 65 Purchase Documents
State departments not transacting in FISCAL must use the Purchasing Authority Purchase Order (Std. 65) for purchase execution. An electronic version of the Std. 65 is available at the Office of State Publishing web site (select STD Forms).

All Purchasing Authority Purchase Orders (Std. 65) must contain the following:
• Agency Order Number (Purchase Order Number)
• Ordering Agency Name
• Agency Billing Code
• Purchasing Authority Number
• Leveraged Procurement Number (Contract Number)
• Supplier Information (Contact Name, Address, Phone Number, Fax Number, E-mail)
• Line Item number
• Quantity
• Unit of Measure
• Commodity Code Number
• Product Description
• Unit Price
• Extension Price
• Tank Size*
• Tank Fitting Type*

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*
*Attachment B — Delivery Locations may not be the most up to date listing for tank size and tank fitting type. In order to ensure accurate Minimum Order calculation and appropriate equipment at the time of delivery, please list these items on the purchase order.

The Contractor shall not accept incomplete orders from ordering agencies. 2) FISCAL Purchase Documents
State departments transacting in FISCAL will follow the FISCAL procurement and contracting procedures.
3) Blanket Orders
The use of blanket purchase orders against this statewide contract are allowed.

Ordering agencies issuing blanket purchase orders must adhere to the following guidelines:
a) The order does not cross into different Fiscal Years. b) The order is only used for items on the contract.
c) The order does not exceed the contract period.
d) All orders placed against the blanket purchase order must be in writing. e) When funds are exhausted a new order is issued.
f) The order is issued only to one contract supplier
All orders placed against the blanket purchase order (BPO) shall be invoiced at the current contract price at the time the individual order is placed. BPOs should not include a contract unit price, however, if the BPO specifies a contract unit price, an amendment to the BPO is required.

B. Local Governmental Agencies
Local governmental agencies may use their own purchase document for purchase execution. The purchase documents must include the same data elements as listed above (Exception: Purchasing Authority Number and Billing Code which are used by State departments only).

12. MINIMUM ORDER
Minimum delivery quantity shall be 70 percent of tank capacity for below ground tanks and 60 percent of tank capacity for above ground tanks. Orders for less than the minimum order quantity shall be delivered at the contract price plus a "Premium" of not more than ten cents ($0.10) per gallon delivered. The contract allows for a 2 percent variance before the less than minimum fee applies. If the ordered amount meets the minimum order requirement, but upon delivery, the tank will not hold the minimum order quantity, the Contractor may charge the Premium for Less Than Minimum Delivery on the amount delivered.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*
Deliveries for less than the minimum order quantity required for "TANK TESTING" will not be purchased against the contract.

13. ORDERING PROCEDURE
Ordering agencies are to submit appropriate purchase documents directly to the Contractor via one of the following ordering methods:
• U.S. Mail
• Facsimile
• Email
The Contractor's Order Placement Information is as follows:

ORDER PLACEMENT INFORMATION
U.S. Mail:

AAA Oil, Inc. dba California
Fuels and Lubricants
11621 Westminster Ave.

Garden Grove, Ca. 92843
Facsimile:
(714) 530-4795
Email:
[email protected]
When using any of the ordering methods specified above, all State departments must conform to proper State procedures.

14. ORDER ACCEPTANCE
The Contractor shall accept orders from any ordering agency. The Contractor shall not accept purchase documents for this contract that:
• Are incomplete
• Contain non -contract items
• Contain non -contract terms and conditions
The Contractor must not refuse to accept orders from any ordering agency for any other reason without written authorization from the State Contract Administrator.

15. ORDER RECEIPT ACKNOWLEDGEMENT
The Contractor will provide ordering agencies with an email or facsimile Order Receipt Acknowledgement within two (2) working days of receipt of purchase document. The Order Receipt Acknowledgement shall include the following information:
• Ordering agency name
• Agency order number (purchase order number)
• Total quantity of fuel ordered in gallons
• Anticipated delivery date

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*

16. DELIVERY SCHEDULES
Deliveries for orders placed against the contract shall be in accordance with the following:

A. Locations
Delivery shall be made to the specified location listed on Attachment B — Delivery Locations. All deliveries made in a tank wagon must be metered. Deliveries are to be made to the location specified on the individual purchase order. Deliveries to remote locations may, by mutual agreement between the receiving location and the Contractor, be delivered on a regularly scheduled "keep full" basis, with no additional charges to the State.

B. Add, Delete or Change Delivery Locations
To add, delete, or change delivery location(s), submit Attachment C — Delivery Location Addition/Change Request Form directly to the State Contract Administrator.

C. Delivery Equipment
Contractor will be required to make deliveries at the time specified in vehicles suitable for each individual location, and quantity of fuel ordered. These vehicles shall be equipped as required by applicable laws, rules, and regulations with all components, such as connectors and hoses of the proper size, length, etc., necessary to successfully complete delivery. All delivery vehicles and/or trailers must have accurate metering equipment to enable state personnel to verify quantities delivered.

It is the responsibility of the Contractor to verify the proper connection and hose before the first delivery.

Contractor shall perform all deliveries to facilities in a safe and professional manner.

Contractor's equipment shall be in good working order condition and all personnel shall be trained in safety measures to prevent accidents endangering personnel or property.

Many of the delivery locations are semi -remote and access may only be possible over narrow, winding, unpaved roads. These roads may often limit delivery to trucks without trailers and in some instances smaller than normal trucks may be required. A lack of familiarity with a delivery location will in no way relieve a contractor from their responsibility to fulfill the terms and conditions of the resulting contract.

D. Schedule
Delivery of ordered product shall be completed in full within three (3) working days after receipt of an order (ARO), unless otherwise agreed to by the ordering agency.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*
Since receiving hours for each ordering agency will vary by facility, it will be the Contractor's responsibility to check with each facility for their specific delivery hours before delivery occurs.

The Contractor must notify the ordering agency within twelve (12) hours of scheduled delivery time, if delivery cannot be made within the time frame specified on the Order Confirmation.

Contractor is requested to make deliveries in Los Angeles County, Orange County, San Bernardino Metropolitan Area, and San Diego Metropolitan Area during off-peak hours. Off-peak hours are Monday through Friday, 10:00 AM to 4:00 PM.

E. Security Requirements
Deliveries may be made to locations inside secure grounds that require prior clearances or special entry procedures for delivery drivers.

Security procedures may vary from facility to facility. The Contractor will be responsible for contacting the secure location for security procedures, hours of operation for deliveries and service, dress code, and other rules of delivery.

Deliveries that are delayed due to drivers not being cleared to enter secure grounds may be cause for contract default.

17. EMERGENCY/EXPEDITED ORDERS AND ADDITIONAL CHARGES
A. Urgent Deliveries
Contractor shall make urgent deliveries during regular working hours for minimum delivery requirements within two (2) working days ARO at no additional cost to the State or local agencies. Urgent deliveries are not anticipated to occur often and should be kept to a minimum by the ordering State or local agencies.

B. Emergency Deliveries
Contractor shall make emergency deliveries within 24 hours after order placement.

Emergency deliveries may occur outside the regular working hours of 8:00 a.m. to 5:00 p.m. and State observed holiday days. Orders may be placed by telephone, followed by a purchase order sent to the Contractor by facsimile or US mail.

Emergency delivery invoice must accompany the fuel invoice for payment of the emergency delivery fee. The emergency delivery fee shall not exceed $120.00 per delivery. Emergency delivery fees are not applicable to late deliveries that occur outside of regular working hours or holidays.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*
C. Demurrage Charge
During normal delivery hours of 8:00 a.m. to 5:00 p.m. the Contractor's truck shall be admitted to the delivery site within five (5) minutes of arrival (excluding security requirements). If the Contractor attempts to deliver fuel to a delivery site and the Contractor's truck is detained, beyond the five (5) minute grace period, at the delivery site for reasons such as locked gates, unavailable receiving personnel, etc. caused by the ordering agency the Contractor shall be entitled to Demurrage charge.

Demurrage time shall be invoiced separately and supported by appropriate documentation (delivery logs, contact names, etc.). Demurrage time invoice must accompany the fuel invoice for payment of the demurrage charge. The demurrage charge shall not exceed $2.50 per minute and not exceed $150.00 per delivery.

Charges, if applicable, will be applied to amount of time Contractor's truck was detained minus the five (5) minute grace period and not including time for security requirements.

D. Trip Charge
During normal delivery hours of 8:00 a.m. to 5:00 p.m. the Contractor's truck upon arrival shall be admitted to the delivery site without delay. If the Contractor attempts to deliver fuel to a delivery site and is not admitted to the delivery site for reasons caused by the ordering agency, the Contractor shall be paid a trip charge. Trip charge time shall be invoiced separately and supported by appropriate documentation (agreed upon delivery time, delivery logs, contact names, etc.). A trip charge invoice must accompany the fuel invoice for payment of the trip charge. The trip charge shall not to exceed $250.00 per delivery.

E. Standing Time
The State shall be entitled to standing time for up to one (1) hour at no charge for the purposes of unloading. A maximum charge of $1.00 per minute shall be assessed for standing time in which the carrier's equipment is detained through no fault of the carrier, in excess of the one (1) free hour. Charged time shall be supported with the appropriate documents. For payment to be processed, the standing time billing must accompany, on a separate invoice, the fuel billing. Start time shall begin when the carrier is ready to hook-up to the fuel tank. Each time shall conclude when carrier disconnects or is finished loading fuel into the tank.

F. Premium for Less Than Minimum Delive
Minimum delivery quantity shall be 70 percent of tank capacity for below ground tanks and 60 percent of tank capacity for above ground tanks. Resultant contract(s) will allow for a 2 percent variance before the premium applies. Deliveries for less than the minimum order quantity shall be delivered at the contract price plus a "PREMIUM" of not more than ten cents ($0.10) per gallon delivered. For payment to be processed the

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*
Premium for Less Than Minimum Delivery billing must accompany, on a separate invoice, the fuel billing.

Deliveries for less than the minimum order quantity required for "TANK TESTING" will not be purchased against any contract resulting from this solicitation. If ordered amount meets the minimum delivery requirement, but upon delivery, the tank will not hold the minimum delivery quantity, the Contractor may charge the Premium for Less Than Minimum Delivery on the amount delivered.

G. Late Delivery (Charged to the Contractor)
The parties to this agreement acknowledge that the ordering agency shall incur actual damages should the Contractor fail to deliver the fuel as specified in the contract delivery requirements. Late Delivery charges must be supported by appropriate documentation (delivery logs, contact names, etc.). It is agreed that the Contractor will pay the ordering agency twenty-five ($0.25) cents per gallon per order for late delivery of fuel, and the ordering agency will make an adjustment to be reflected on the invoice. Normal delivery working hours are 8:00 a.m. to 5:00 p.m.

Monday through Friday, except State observed holidays. (The Late Delivery Fee is fixed at $0.25 per gallon).

H. Winterization
Winterization is not available on this contract. It has been determined that winterization additives are not effective in renewable diesel. The renewable diesel on contract is required to have a maximum -9°C (15.8°F) cloud point for the Winter Blend and maximum -4°C (24.8°F) cloud point for the Summer Blend. If the temperature at the tank location or where equipment operates is below these cloud points, agencies should refer to Section 5. Exempt Purchases.

Contractors shall not offer winterization additives with the renewable diesel, nor shall the agencies submit a purchase order with winterization listed as a line item.

18. FREE ON BOARD (F.O.B.) DESTINATION
All prices are F.O.B. destination; freight prepaid by the Contractor, to the ordering agency's receiving point. Responsibility and liability for loss or damage for all orders will remain with the Contractor until final inspection and acceptance, when all responsibility will pass to the ordering agency, except the responsibility for latent defects, fraud, and the warranty obligations.

19. BILL OF LADING
Contractor shall provide a Bill of Lading (BOL) with each fuel delivery.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*

20. SAFETY DATA SHEET
The Contractor shall provide a Safety Data Sheet for product(s) subject to Title 8 of the California Code of Regulations, Section 5194, Hazard Communication. The Safety Data Sheet is to be prepared and delivered in accordance with this Section.

21. CONTRACT ADMINISTRATION
Both the State and the Contractor have assigned contract administrators as the single points of contact for problem resolution and related contract issues.

Administrator
Information
DGS-PD
AAA Oil, Inc. dba California
Fuel and Lubricants
Contact Name:

Amanda Lewis
Jennifer Crawley
Telephone:
(279) 946-7876
(714) 530-4795
Facsimile:

NA
(714) 530-5026
Email:

[email protected]
[email protected]
Address:

DGS/Procurement Division
Attn: AMANDA LEWIS
707 Third Street, 2nd Floor, MS 201
West Sacramento, CA 95605
AAA Oil, Inc. dba California Fuels
and Lubricants
Attn: JENNIFER CRAWLEY
11621 Westminster Ave.

Garden Grove, Ca. 92843

22. RANDOM SAMPLE COMPLIANCE REVIEW
The State has the option of randomly sampling offered products from any order to ensure compliance to contract requirements. Any products failing random sample review will be replaced by the Contractor free of charge and re-evaluated by the State.

The State reserves the right to reject non -compliant fuel. If the test analysis of sampled fuel indicates non-compliance, the Contractor shall be responsible for all costs related to the test analysis, removal, and disposal of non -compliant fuel from affected site storage tanks. Contractor may also be liable for any equipment damaged as a result of non- compliant fuel.

23. PRODUCT RECALL PROCEDURES
The Contractor shall provide product recall notification, regardless of level, in writing to the State Contract Administrator and each ordering agency through the most expedient method possible. The notices, at a minimum, shall include a complete product description and/or identification, contract number, delivery order number and disposition instructions.

The Contractor shall issue replacement of product or credit for any product removed or recalled. Each ordering agency shall have the option of accepting either replacement product or credit in exchange for recalled/removed products.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*

24. INVOICING
Invoices shall be submitted to the ordering agency within seven (7) calendar days from date of delivery. Invoices will contain the following information:
• Contractor's name, address, and telephone number
• Contract Number
• Agency Order Number (Purchase Order Number)
• Line -Item Number
• Quantity purchased
• Contract Unit Price and Extension
• State sales and/or use tax
• Prompt payment discounts/cash discounts, if applicable • Totals for each order
Invoice prices shall be itemized showing the Composite Price, the Differential, and Additional Charges (if applicable), per gallon, Extension Price, and appropriate taxes and fees.

Invoices and payments shall be for net metered gallons delivered. Contractor must charge the agency for net metered gallons delivered only. Contractor shall provide with invoice a copy of a receipt of gallons delivered. Additionally, a copy of the "Bill of Lading" from the fuel terminal shall accompany all invoices for all deliveries.

The Contractor must obtain prior approval from the DGS contract administrator before adding and/or modifying any new changes to the agency invoice.

State Departments are Federal Excise Tax exempt. DGS-PD will be responsible for furnishing all applicable exception certificates upon request from the Contractor. Local agencies shall be responsible for furnishing their own applicable exception certificates upon request from the contractor.

The State's obligation to make payment pursuant to the contract is subject to availability of appropriated funds. Receipt of a Purchasing Authority Purchase Order (STD. 65) or Purchase Order in Fi$Cal under this contract is proof of encumbered funds for that order.

25. PAYMENT
A. Terms
Payment terms for this contract are net forty-five (45) days. Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government Code Section 927, et seq. Unless expressly exempted by statute, the Act requires State departments to pay properly submitted, undisputed invoices not more than forty- five (45) days after the date of acceptance of goods, performance of services, or receipt of an undisputed invoice, whichever is later.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*
B. CAL -Card Use
Use of the CAL -Card for payment of invoices is not allowed under this statewide contract.

C. State Financial Marketplace
State departments reserve the right to select the form of payment for all procurements, be it either an outright purchase with payment rendered directly by the State, or a financing/lease-purchase or operating lease via the State Financial Marketplace (GS $Mart and/or Lease $Mart). If payment is via the financial marketplace, the Contractor will invoice the State department and the State department will approve the invoice and the selected Lender/Lessor for all product listed on the State's procurement document will pay the Contractor on behalf of the State.

D. Payee Data Record
Each State department's accounting office must have a copy of the Contractor's Payee Data Record (Std. 204) in order to process payments. State departments should forward a copy of the Std. 204 to their accounting offices. Without the Std. 204, payment may be unnecessarily delayed. *The Std. 204 can be found in Fl$CAL or may be requested from the Contractor. * [State departments should contact the Contractor for copies of the Payee Data Record.]

26. CALIFORNIA SELLER'S PERMIT
The California seller permit number for the Contractor is listed below. Ordering Agencies can verify that permits are currently valid at the following website: www.cdtfa.ca.gov .

State departments must adhere to the file documentation identified in the State Contracting Manual Volume 2.

Contractor Name
Seller Permit #
AAA Oil, Inc. dba California Fuels and Lubricants
C2664720

27. QUALITY ASSURANCE GUARANTEES
Contractors shall be required to supply a sample of the delivered Renewable Diesel fuel for all Caltrans deliveries. In accordance with Section 6 of Attachment E — Specification 9131-0211443, the sample shall be taken from the delivered fuel at the time of delivery prior to transferring the fuel to a site storage tank. Caltrans site staff are required to be present at the time the sample is taken from the driver's truck. To ensure site staff are present, driver shall call the site contact listed on the purchase order within 60 minutes of arrival. Driver will be responsible for providing the sample container. Sample container shall be aluminum with a tamper -proof seal (reference Elemental Container, Aluminum Bottle Part #U11050 Fluorinated LDPE Plug, Part # F39PLUG and Cap, Part # 50CAP00 or equivalent). Sample will be a minimum of 100 ml. Sample shall be labeled with the fuel type, delivery date, and time. The sample may be tested at any time the delivered fuel the

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*
sample was pulled from is in the tank for compliance with Attachment E — Specifications 9131-0211443.

For all other deliveries, in accordance with Section 6 of Attachment E — Specification 9131- 0211443, any State agency, at its discretion, may request a sample of the delivered fuel for future testing.

If the test results from any sample tested indicate the fuel is non -compliant with the specification, the Contractor shall be responsible for all costs related to the test analysis, removal, and disposal of non -compliant fuel from affected site storage tanks.

The State reserves the right to reject non -compliant fuel.

28. RECYCLED CONTENT
There is no recycled content associated with this contract.

29. SB PARTICIPATION
The Small Business (SB) and Disabled Veteran Business Enterprise (DVBE) certifications and percentages for the Contractor and subcontractor(s) are listed below. State departments can verify that the certifications are currently valid at the following website:
www.caleprocure.ca.gov
Name
Prime or
Subcontractor
OSDS
Certification
#
SB
Percent
(%)
Warrior Fuel Corp.

Subcontractor
1786919
25%
The Contractor will meet the contract SB participation percentages as follows:

State departments must identify subcontractors on individual purchase documents whenever subcontractors are used.

The Contractor has committed to SB and DVBE participation at total statewide contract levels of 25 percent, respectively.

Individual orders may have no applicable participation or may have participation greater than that of the total contract commitment. Ordering agencies must verify the participation amount with the Contractor. The exact participation percentage levels for each purchase order will be determined on an order -by -order basis in cooperation with the Contractor prior to submittal of a Purchasing Authority Purchase Order (STD 65).

State departments may request from the Contractor a monthly report providing the SB/DVBE participation levels on purchase orders.

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract Mandatory 1-23-91-31C
Contract User Instructions, *Supplement 2*

30. BIDDER DECLARATION/COMMERCIALLY USEFUL FUNCTION (CUF)/

CERTIFICATIONS
The DGS-PD, as the awarding department, has assessed the Contractor and subcontractor certifications, (i.e. Darfur, Russian Sanctions, SB/DVBE, etc.), Bidder Declaration, and CUF during the solicitation evaluation process. Consequently, when executing purchase documents pursuant to this contract, it is not necessary for State departments operating under statewide contract purchasing authority to request the completion of State required certifications, a Bidder Declaration document, or perform additional CUF analysis. The State department should make a notation of this within their procurement file.

Any irregularities or concerns regarding prime or SB/DVBE sub -contractor responsibilities are to be immediately documented and reported to the State Contract Administrator for further investigation. Information provided to the State Contract Administrator includes, but is not limited to:
• Copy of executed purchase document
• Value-added service description
• Work performance issue or concern
• State department contact name, email, and phone number

31. *EXEMPT/ON TO GEN-A/ PROCUREMENT PROCEDURES
In accordance with SCM Vol.2, Chapter 23, Generative Artificial Intelligence, this Statewide Contract is exempt from the GenAl Procurement Procedures and does not require collection of the GenAl Reporting and Factsheet (STD 1000). *

32. ATTACHMENTS
Attachment A —
Attachment B —
Attachment C
Attachment D
Attachment E —
12/22/2022
Contract Pricing
Delivery Locations
— Delivery Location Addition/Change Request Form
— Fuel Rate Information Request Form
State of California Bid Specification Number DGS-9131-0211443, dated

Agenda Item No: 1.g

PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: September 17, 2024
Submitted by: Samantha Byfield
From: Public Works
Subject:

Approval of Five -Year Lease Agreement with Trillium for CNG Station Service, Maintenance and Management
Financial Impact:

Fiscal Im pact:

Revenue: $ 63,750 First Year Base Lease Payment (FY 24-25 Pro Rated Amount) $ 80,000 Annual Base Lease Payment (FY 25-26 to FY 28-89) $383,750 Five -Year Total for Base Lease Payment
5% Additional Revenue Based on Annual Total Sales
Summary:

The proposed five-year agreement is for inspection, service, maintenance and management of the City Compressed Natural Gas (CNG) station at the Corporate Yard. The CNG station provides fueling for City vehicles, other public agencies and private fleets. Oversight responsibilities of the CNG station are currently incorporated into a lease which expires September 30, 2024. Requests for proposals were solicited for a new lessee and Staff recommends the City Council authorize a five-year lease agreement with Trillium USA Company (Trillium) for these services.

Recommendation:

Recommended Action: It is recommended that the City Council:

1. Award a five-year lease agreement to Trillium for inspection, service, maintenance, and management of the City CNG Station; and

2. Authorize the City Administrator to approve contract change orders; and

3. Authorize the City Administrator and/or his designee to execute all necessary documents, in a form approved by the City Attorney.

Strategic Plan Statement:

This item is consistent with the City Council approved 5 -Year Strategic Goal #1 to ensure long-term fiscal sustainability, under Objective #1.5, which is continue seeking ways to diversify the City's revenue sources to prevent over -reliance on any one source. 205

Discussion:

The City owns and has operated a CNG fueling facility located at the Corporate Yard since 2003. Inspection, service, maintenance, management and capital improvement responsibilities for the CNG station have been leased to a third party, Trillium, since 2011. The City received an annual base rent of $75,000 and four percent (4%) of annual fiscal year sales revenue after deducting sales for entities, which the City extended preferred pricing to. These entities included several neighboring agencies which were identified in the lease and received a five percent (5%) discount on CNG pricing. The CNG station averaged 62,138 transactions per fiscal year based upon data provided from Fiscal Year 2014-15 through 2022-23, the latest fiscal year for which data is available. The current lease expires on September 30, 2024.

A request for proposals was solicited on June 6, 2024. Proposers were asked to provide the annual base rent amount and the percentage of revenue for total sales to be paid to the City.

The City does not have any memorandums of understanding with agencies stipulating preferential pricing at the CNG station, so no preferential pricing was incorporated into the new lease terms. As such, under the new lease agreement, the City will receive a percentage of revenue based upon total sales.

The City is required to meet procurement targets set by CalRecycle through the purchase of recycled organic waste products or via renewable natural gas (RNG). To qualify as RNG per CalRecycle's definition, RNG must be procured from a permitted anaerobic digestion facility in California. To date, RNG is not yet commercially available. The new lease terms include a provision that should RNG become commercially available, the lessee shall obtain 85,971 diesel gallon equivalent per calendar year which shall be credited to the City to satisfy the mandated procurement target.

On July 18, 2024, one proposal was received from the current tenant, Trillium. Trillium proposed an annual base rent of $80,000 and a five percent (5%) revenue based on total sales. The annual base rent for the first year of the agreement will be prorated to an amount of $63,750, which covers the period of October 1, 2024, through June 30 ,2025. Due to the unique nature of this lease, the proposal was reviewed by a commercial real estate broker to determine if the proposal was comparable to leases on the open market. The updated base rent and revenue percentage of the new proposal equate to $0.446 per foot of the facility.

Land lease rates in North Orange County have softened over the past two years and currently range from $0.45 - $0.55 per foot. The one percent revenue increase in the proposal offsets the difference between the proposed lease rate per foot to the open market. Based on the broker's review, the proposal was determined to be fair and reasonable in the current market.

As such, Staff recommends the City Council award a five-year lease agreement to Trillium with an option to renew for an additional five years.

Fiscal Impact Summary:

There are no expenditures related to this lease agreement. Under the proposed new lease agreement, the annual base lease payment shall amount to $80,000 with a five percent (5%) fuel royalty on total annual sales. The annual base rent for the first year of the agreement will be prorated to an amount of $63,750, which covers the period of October 1, 2024, through June 30, 2025. The total revenue that will be generated from this agreement amounts to $383,750 plus five percent (5%) additional royalty revenue based upon total sales. As such, revenue is anticipated to increase slightly due to the additional $5,000 per year in base rent 206

and increased one percent revenue on total annual sales when compared to the existing agreement with Trillium.

Attachments
Attachment 3 - Summary of Payments Received and Units Sold Under Prior Lease Attachment 2_City of Placentia Trillium CNG Lease Review Opinon.pdf Attachment 1 - CNG Fuel Lease Agreement
207

Summary of Payments Received
Fiscal
Year
Lease
Total Sales
$ 634,995.23
Preferred
Pricing Sales
$ 24,422.89
% of
Sales
Preferred
Pricing
4%
Royalty
Received
Non -Preferred
Revenue
(Based off Royalty
Payment Amount)
VETO
Received
Total
Payment
to City
2011-2012
$ 75,000
$ 17,263.38
$ 431,584.50
$17,481.88
$ 109,745.26
2012-2013
$ 75,000
$ 24,422.89
$ 610,572.25
$ -
$ 99,422.89
2013-2014
$ 75,000
$ 667,369.87
$ 78,933.00
12%
$ 23,537.47
$ 588,436.75
$ -
$ 98,537.47
2014-2015
$ 75,000
$ 654,823.32
$ 36,606.11
6%
$ 24,728.69
$ 618,217.25
$ -
$ 99,728.69
2015-2016
$ 75,000
$ 658,374.77
$ 43,553.83
7%
$ 24,592.84
$ 614,821.00
$ -
$ 99,592.84
2016-2017
$ 75,000
$ 573,673.04
$ 551,746.82
$ 34,433.40
$ 60,938.74
6%
11%
$ 21,569.59
$ 539,239.75
$ -
$ 96,569.59
2017-2018
$ 75,000
$ 20,196.22
$ 504,905.50
$ 233.69
$ 95,429.91
2018-2019
$ 75,000
$ 19,632.32
$ 490,808.00
$ 281.01
$ 94,913.33
2019-2020
$ 75,000
$ 433,897.44
$ 63,585.55
15%
$ 14,812.48
$ 370,312.00
$ -
$ 89,812.48
2020-2021
$ 75,000
$ 411,413.32
$ 50,650.84
12%
$ 14,430.50
$ 360,762.50
$ -
$ 89,430.50
2021-2022
$ 75,000
$ 548,329.15
$ 50,651.03
9%
$ 19,907.12
$ 497,678.00
$ -
$ 94,907.12
2022-2023
$ 75,000
$ 1,085,091.48
$ 87,265.18
8%
$ 39,913.05
$ 997,826.25
$ -
$ 114,913.05
Totals
$ 975,000.00
$ 6,219,714.44
$ 531,040.57
9%
$ 265,006.55
$ 6,625,163.75
$ 1,258,003.13
208

Units
Gas
Gallon
Equivalent
(GGE)
Diesel
Gallon
Equivalent
(DGE)
Therms
Number of
Transactions
FY 13-14
40,306.05
35,469.32
50,382.56
FY 14-15
341,711.48
300,706.10
427,139.60
64,607
FY 15-16
343,668.65
302,428.41
429,585.91
32,674
FY 16-17
300,834.35
264,734.22
275,783.24
28,198
FY 18-19
1,285,428.63
1,131,177.19
1,606,785.78
155,376
FY 19-20
557,829.36
490,889.84
697,286.70
67,541
FY 20-21
602,159.92
529,900.73
684,769.83
67,540
FY 21-22
647,587.00
569,876.56
803,608.75
54,684
FY 22-23
302,238.00
265,969.44
358,317.00
26,485
Average
491,307.05
432,350.20
592,628.82
62,138
209

BROKER OPINION OF VALUE
2999 East La Jolla
Street
2999 EAST LA JOLLA STREET
Placentia, CA 92870
PRESENTED BY:

BROCK SMITH
O: 949.338.1292
[email protected]
CaIDRE #02087199

CAMERON JONES, SIOR
O: 714.446.0600 x132
[email protected]
CaIDRE #01770606
210

PRESENTED BY:

BROCK SMITH
O: 949.338.1292
[email protected]
CaIDRE #02087199

CAMERON JONES, SIOR
O: 714.446.0600 x132
[email protected]
CaIDRE #01770606
PREPARED FOR:

SAMANTHA BYFIELD

THE CITY OF PLACENTIA
211

4SVN

VANGUARD

COMMERCIAL REAL ESTATE ADVISORS
City Of Placentia
401 E Chapman Ave, Placentia CA 92870
Attn: Samantha Byfield
RE: 2999 E La Jolla Lease Proposal Review - Trillium
Samantha,
In review of the proposed lease of the 2999 E La Jolla St CNG Facility from Trillium to the City of Placentia it is our opinion we have based our opinion on the following data:

Overview
- 2999 E La Jolla CNG Facility is a 70' x 200' (14k sqft) leasable area (part of a larger property) with a lease rate of $75,000 / year with 4% annual royalty payments. On a per foot per month basis this puts the historic lease rate per foot of the facility at $.446 since 2011— no annual rent escalations. - The Trillium Cost Proposal dated July 18, 2024 proposes an Annual Base Rent Amount of $80,000 / year with a 5% annual royalty payment brings the new per foot to $.476 for the next 5 years — no annual rent escalations. - From the initial lease executed in 2011 through the proposed lease until 2029 this will equate to a total of 9.4% escalation over 18 years.

Supporting Comp Data
- 3304 14th St, Riverside CA — lease signed by Chevron in 2019 that includes 13% rent escalations every 5 years (rent rate unavailable)
17551 Gillette Avenue, Irvine, CA 92614
www.svnvanguard.com • 714.446.0600
IuNAL REACH.

SOUTHERN CALIFORNIA EXPERTISE.
212

4SVN

VANGUARD

COMMERCIAL REAL ESTATE ADVISORS
- 16795 East McFadden Ave, Santa Ana CA — lease commenced in February 2021 by 7/11 with a starting rent per foot of $.63 / ft on a 29,168 sqft parcel with rent escalations of 10% every 5 years through Feb 2036 - 21721 Lake Forest Drive, Lake Forest CA — lease commenced February 2019 by Exxon Mobil with 10% rent escalations every 5 years (rent rate unavailable) Broker's Opinion of Value
It is our opinion that the current open market value of the land and CNG facility is closer to $.50 / ft ($84,000 annually). Land lease rates in North Orange County have softened over the past 2 years and seem to be leveling out in the $.45-$.55 / ft range. When we consider the 1% increase in the annual royalty payment this will help offset the difference in the Proposed Lease rate to the Market Opinion Rate with a tenant who has presumably consistently performed on the lease since 2011.

While these comps provided are for more highly trafficked consumer locations there is a consistent trend of rent escalations seen that were not included in Trillium's initial lease and following addendums that could potentially be included in a future long-term lease. It is our opinion that the proposed lease offer from Trillium is fair and reasonable in the current market.

If you have any questions or require any further information, please let us know.

Respectfully,
Cameron Jones SIOR
SVN Vanguard Industrial
CA DRE 01770606
17551 Gillette Avenue, Irvine, CA 92614
www.svnvanguard.com • 714.446.0600
Brock Smith
SVN Vanguard Industrial
CA DRE 02087199
iuNAL REACH.

SOUTHERN CALIFORNIA EXPERTISE.
213

ADVISOR BIO 2

CAMERON JONES, SIOR
Senior Vice President
[email protected]
Direct: 714.446.0600 x132 I Cell: 714.240.7078
CaIDRE #01770606

PROFESSIONAL BACKGROUND
In Southern California, industrial property owners, tenants, investors, and developers can seek the advice of Cameron Jones, a highly skilled and experienced commercial real estate advisor. Cameron focuses on the industrial real estate asset class both existing buildings and land for development and represents and works with private, institutional and business clients. He has nearly a twenty-year track record of exploiting real estate assets to create opportunities and solve problems for his clients'.

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Born and raised in southern California he utilizes area knowledge, real estate transaction and business experience, innovation marketing and contacts including, state, county and local officials, business professionals, property owners and other long- standing relationships to deliver solid real estate solutions.

Industrial Real Estate is where business happens, and Cameron's local knowledge equals real opportunities. Reach out and let's discuss how he can guide you to your next real estate success story.

Cameron resides in Orange County with his wife and daughters and enjoys travel, masters swimming and training, gardening, golf, and hanging with his family and friends..

EDUCATION
ASU

MEMBERSHIPS
SIOR
AIRCRE
SVN I Vanguard
17551 Gillette Avenue
Irvine, CA 92614
714.446.0600
2999 EAST LA JOLLA STREET I Placentia,CA92870
SVN I VANGUARD 3

ADVISOR BIO 1

BROCK SMITH
Advisor
[email protected]
Direct: 949.338.1292 I Cell: 949.338.1292
CaIDRE #02087199

PROFESSIONAL BACKGROUND
Brock Smith is an advisor with SVN Vanguard I Industrial Group. He specializes in advising landlords and tenants in the sale and lease of industrial buildings and land throughout Southern California. Brock has a commercial construction background, specifically in Sales / Project Management for large Design Build projects across the country including hotels, apartments, hospitals, casinos. Prior to joining SVN, he was with Ashwill Associates. Brock is a Loyola Marymount University alum and currently resides in Lake Forest with his wife, two daughters, and dog.

EDUCATION
Loyola Marymount University '10
SVN I Vanguard
17551 Gillette Avenue
Irvine, CA 92614
714.446.0600
2999 EAST LA JOLLA STREET I Placentia,CA92870
SVN I VANGUARD 4
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LEASE OF CNG FUELING STATION
This Lease dated as of October 1, 2024 ("Date of this Lease") is made and entered into by and between the CITY OF PLACENTIA, a Charter City and municipal corporation ("CITY") and Trillium USA Company, dba California Trillium Company ("TRILLIUM") with regard to the leasing of certain portions of CITY's Corporation Yard, together with rights of access and entry thereto ("Lease").

1. Premises. CITY hereby agrees to lease to TRILLIUM and TRILLIUM agrees to lease from CITY that certain real property, together with improvements thereon, located in the City of Placentia, California, commonly known by the street address of 2999 E. La Jolla, hereinafter referred to as "the Premises", all as more particularly described in the plat attached hereto as Exhibit "A" and by this reference made a part hereof. The Premises includes improvements containing a Compressed Natural Gas Fueling ("CNG") Facility, with related appurtenances. CITY hereby grants to TRILLIUM a license over the driveway/road depicted on Exhibit "A" attached hereto in order to allow TRILLIUM and its employees, agents, invitees, customers, and other third parties to gain access to the Premises to and from the public road and such license shall be irrevocable during the Term (as defined below). Said Lease is subject to the terms, covenants, and conditions hereinafter set forth covenants, as a material part of the consideration for this Lease, to keep and perform each and every term, covenant, and condition of said Lease.

2. Term. The term ("Term") of this Lease shall extend from October 1, 2024 ("Commencement Date") until June 30, 2029. The twelve (12) -month period commencing on July 1, 2025, and each twelve (12) -month period commencing on July 1 throughout the Term, as extended, shall be referred to herein as a "Lease Year". Upon termination of this Lease, or any extension hereof, TRILLIUM shall quit the Premises and leave the same in a broom -clean condition. The agreement may be extended for an additional five-year term upon agreement of the parties.

3. Rent.

Base Rent. TRILLIUM and CITY agree that, subject to the terms of this Lease, during the Term specified in § 2, above, TRILLIUM shall pay to CITY, as base rent, the sum of Eighty Thousand Dollars ($80,000.00) per Lease Year. TRILLIUM and CITY agree that TRILLIUM shall pay to CITY said base rent within 30 days after each July 1 during the Term hereof, with the first years' rent of Sixty Thousand Dollar ($60,000.00) payable within 30 days after execution of the Lease by both CITY and TRILLIUM. Base rent payments shall commence and be payable to CITY within 30 days after July 1, 2025 and each Lease Year of the initial Term thereafter. Said rental, and any royalty or other payments to be made hereunder shall be paid to CITY, without deduction or offset except as expressly set forth in this Lease, in lawful money of the United States of America, at 401 E. Chapman Avenue, Placentia, California 92870, or at such other place as CITY may designate, in writing.

A. Royalty Payment(s). TRILLIUM and CITY further agree that, during the Term specified in § 2, above, TRILLIUM shall pay to CITY a sum equal to TRILLIUM's Four percent (4%) of all Revenue. Said royalty payment(s) shall be made annually, for the previous Lease Year, within 10 days of the end of the fiscal year, June 30.

B. Volumetric Excise Tax Credit ("VETC"). TRILLIUM and CITY agree that TRILLIUM will be eligible to file for, and receive, the VETC and that CITY shall not have any interest or rights to the same. While the VETC is in effect, TRILLIUM will refund CITY the credit received on all CITY fuel sales less the amount of applicable excise taxes. For example, if 1 687

TRILLIUM receives a $0.50 per GGE VETC, and taxes equate to $0.183 per OGE, TRILLIUM will refund the CITY .317 per OGE. To facilitate TRILLIUM's responsibilities to file for the VETC, ownership of the station gas meter will be transferred from the CITY to TRILLIUM and CITY shall take such other actions as a reasonably requested by TRILLIUM. If any VETC refunded to CITY is disallowed in a subsequent audit (unless due to the negligence of TRILLIUM), CITY shall reimburse TRILLIUM for such disallowed amount, including any additional interest or penalties that may be assessed.

C. Renewable Natural Gas Credit. TRILLIUM and CITY agree that, in the event that RNG, as defined by CalRecycle, becomes commercially available, TRILLIUM shall obtain 55,881 diesel gallon equivalent (DGE) of renewable natural gas (RNG) in calendar year 2024 and 85,971 DGE of RNG each calendar year through the Term specified above, which shall be credited to CITY. TRILLIUM shall provide documentation to CITY that RNG is deemed renewable per Department of Resources Recycling and Recovery (CalRecycle) definition and procured from a permitted anaerobic digestion facility in California. RNG procured from any other source or procured without CalRecycle acceptable documentation shall not be considered RNG.

D. TRILLIUM shall not be obligated to pay any rent or other amounts to CITY except as expressly set forth in this Section 3.

4. Audit. CITY shall have the right to audit TRILLIUM's financial statements related solely to the City's CNG Station every two (2) years. CITY shall select the auditor and shall cover one hundred percent (100%) of the cost of the audit.

5. Use. TRILLIUM shall use the Premises as a CNG facility and related uses, and shall not use or permit the Premises to be used for any other purpose without the prior written consent of CITY. Without limiting TRILLIUM's right to operate as a CNG Facility, TRILLIUM shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which will in any way increase the existing rate of or affect any fire or other insurance upon the Premises or any of its contents, or cause cancellation of any insurance policy covering the Premises or part thereof or portion of its contents. Neither party to this Lease shall do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of the other party hereto or injure or annoy them or either parties' use or allow or permit the Premises to be used for any improper, immoral, unlawful, or objectionable purpose, nor shall either party cause, maintain, or permit any nuisance in or about the Premises nor commit or suffer to be committed any waste in or upon the Premises.

6. Compliance with Law. Without limiting TRILLIUM's right to operate a CNG Facility, TRILLIUM shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance, or other governmental rule or regulation now in force or which may hereinafter be enacted or promulgated. TRILLIUM shall, at its sole cost and expense, cause its operations and other activities on the Premises to promptly comply with all Federal, State, and CITY laws, statutes, ordinances, and other governmental rules, regulations, or requirements now in force or which may hereinafter be enacted or promulgated, including, but not limited to, Americans with Disabilities Act requirements, and with the requirements of any board of fire insurance underwriters or other similar bodies now or hereafter constituted, relating to, or affecting the condition, use or occupancy of the Premises (collectively, "Laws and Regulations"), excluding structural changes not related to or affected by TRILLIUM's use(s) and acts. The final, non -appealable judgment of a court of competent jurisdiction or the admission by TRILLIUM in any action against TRILLIUM, whether CITY be a 2 688

party thereto or not, that TRILLIUM has violated any law, statute, ordinance, or any other governmental rule or regulation shall be conclusive of that fact as between CITY and TRILLIUM.

7. Alterations and Additions.

A. General. TRILLIUM shall not make or suffer to be made any alterations, additions, or improvements in or to or about the Premises or any part thereof, with a cost in excess of TEN THOUSAND ($10,000.00), without the written consent of CITY first had and obtained. Any alterations, additions, or improvements in, to or about the Premises including, but not limited to, wall coverings, paneling and built-in cabinet work, but excepting movable furniture and trade fixtures, shall on the expiration of the Term, or any extension(s) thereof, become a part of the realty and belong to CITY and shall be surrendered with the Premises. If CITY's consent is required, and CITY consents to the making of any alterations, additions or improvements to the Premises by TRILLIUM the same shall be made by TRILLIUM at TRILLIUM's sole cost and expense. Upon the expiration or sooner termination of the Term hereof, TRILLIUM shall, upon written demand by CITY given at least twenty (20) calendar days prior to the end of the Term, or any extension(s) thereof, at TRILLIUM's sole cost and expense, forthwith and with all due diligence remove any alterations, additions, or improvements made by TRILLIUM designated by CITY to be removed, and TRILLIUM shall, forthwith and with all due diligence at its sole cost and expense, repair any damage to the Premises caused by such removal.

B. Mandatory Capital Improvements. TRILLIUM shall be responsible for all capital improvements to the station and solely responsible for funding all costs for such improvements.

8. Physical Condition of Premises; Waiver.

A. Except as set forth herein, by taking possession of the Premises, TRILLIUM shall be deemed to have accepted the Premises as being in good sanitary order, condition, and repair. TRILLIUM shall, at TRILLIUM's sole cost and expense, keep the Premises and any part thereof, including, but not limited to, roof, structure, foundation, parking areas, and equipment, in good condition and repair. TRILLIUM shall, upon the expiration or sooner termination of this Lease, or any extension(s) thereof, surrender the Premises to CITY in good condition. CITY shall have no obligation whatsoever to alter, improve or repair the Premises, or any part thereof, and the parties hereto affirm that CITY has made no representations to TRILLIUM respecting the condition of the Premises except as specifically set forth herein.

TRILLIUM further agrees that it shall submit to CITY, prior to applying for any permits to renovate, reconstruct, improve, alter, or in any way modify the Premises, plans and specifications for CITY's approval.

B. CITY shall not be liable for any failure to make any such repairs, or to perform any maintenance except as specifically provided in this Lease. Except as may otherwise be provided herein, there shall be no abatement of rent and no liability of CITY by reason of any injury to or interference with TRILLIUM's business arising from the making of any repairs, alterations, or improvements in or to any portion of the Premises or in or to any fixtures, appurtenances, and equipment therein. TRILLIUM hereby specifically waives the right to make repairs at CITY's expense under any law, statute, or ordinance now or hereafter in effect provided that TRILLIUM shall be entitled to pursue any other remedies against CITY in connection with the same.

C. Subject to the terms of this Lease, TRILLIUM shall accept possession of the Premises, in an "as is" physical condition with no warranty, express, or implied, by CITY as to 3 689

the condition of the soil, its geology, the presence of known or unknown faults, its suitability for the use intended by TRILLIUM, any onsite soils contamination or any similar matters; provided, however, TRILLIUM shall have the right, but not the obligation, to perform an inspection of the Premises. If the Premises is unacceptable to TRILLIUM for any reason, in its sole discretion, then TRILLIUM shall have the right to terminate this Lease by providing a written notice to CITY within thirty (30) days after this Lease is executed by both TRILLIUM and CITY. If TRILLIUM elects to so terminate this Lease, neither party shall have any further rights or obligations under this Lease.

D. Notwithstanding anything in this Lease to the contrary, but subject to the obligations of TRILLIUM expressly set forth in Section 7.E below, TRILLIUM shall not have any liability for, and shall have no obligation to remediate or otherwise address in any manner any condition affecting the Premises prior to the Date of this Lease, including without limitation, any hazardous materials or conditions affecting the Premises prior to the Date of this Lease in violation of any and all present or future federal, state and local laws (whether under common law, statute, rule, regulation or otherwise), including, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA), 42 U.S.C. §§ 9601 through 9675, inclusive; Transportation of Hazardous Materials, 49 U.S.C. App.§§ 5101 through 5128, inclusive; the Federal Resource Conservation and Recovery Act (RCRA), 42 U.S.C. §§ 6901 through 6992, inclusive; 40 C.F.R. Parts 260 through 271, inclusive; the Carpenter -Presley -Tanner Hazardous Substance Account Act, California Health and Safety Code§§ 78000 through 81050, inclusive; the California Hazardous Waste Control Act (HWCA), California Health and Safety Code §§ 25100 through 25259, inclusive; the Porter -Cologne Water Quality Control Act, California Water Code §§ 13000 through 16104, inclusive; and the Underground Storage of Hazardous Substances Act (USHS), California Health and Safety Code§§ 25280 through 25299.8, inclusive, all as the same may be amended from time to time (collectively, "Environmental Laws"), relating to the environment or to any hazardous substance, activity or material connected with the condition of the Premises.

E. TRILLIUM shall be responsible for the handling and disposal of any soils excavated by TRILLIUM in connection with the construction of the capital improvements to be installed by TRILLIUM, but TRILLIUM shall not be responsible for causing the Premises to comply with the requirements of any Environmental Laws notwithstanding that such compliance is required due to TRILLIUM's excavations.

9. Claims Against Premises. TRILLIUM shall not suffer or permit to be enforced against the Premises, or any part thereof, any mechanic's, materialman's, contractor's or subcontractor's liens ("Claims") arising from, any claim for any work of construction, repair, restoration, replacement, or improvement of or to the Premises, but TRILLIUM shall pay or cause to be paid or bonded over any and all such claims or demands before any action is brought to enforce the same against the Premises. TRILLIUM agrees to defend, indemnify and hold CITY, CITY's elected and appointed officials, officers, employees, and agents and the Premises free and harmless from all liability for any and all such Claims together with CITY's reasonable attorneys' fees and all costs and expenses in connection therewith.

10. Maintenance of Premises. Except to the extent arising out of a breach by the CITY under this Lease, TRILLIUM agrees to maintain the grounds in and about the Premises as specified in Exhibit "B" hereto, by this reference incorporated herein and made a part hereof and to agrees to perform all scheduled and emergency maintenance at CNG Fueling Station at no cost to CITY. Maintenance of said Premises shall be to the reasonable satisfaction of CITY. 4 690

11. Equipment and Fixtures. Attached hereto as Exhibit "C" is an inventory of equipment and fixtures to be included with the Premises ("equipment"). CITY agrees that TRILLIUM is authorized to utilize said equipment during the Term of this Lease and any extension(s) thereof.

Any and all equipment provided to TRILLIUM hereunder shall be properly maintained during the Term hereof and any extension(s), and TRILLIUM agrees to repair any damaged equipment or replace equipment destroyed or irreparably damaged with like kind and quality.

12. Utilities. TRILLIUM shall pay the cost of any and all water, electrical, gas or other utility services delivered to the Premises during the Term hereof and shall have such utilities installed and/or connected and maintained at TRILLIUM's sole cost and expense.

13. Taxes. TRILLIUM shall pay, or cause to be paid, before delinquency, any and all real property taxes and assessments and/or possessory interest taxes levied or assessed and which become payable during the Term hereof upon all of TRILLIUM's interest in and to the Premises, and the improvements, equipment, furniture, fixtures and personal property located in or about the Premises. TRILLIUM agrees that, without prior demand or notice by CITY, TRILLIUM shall, not less than fifteen (15) calendar days prior to the day upon which any such tax is due, provide CITY with proof of payment of such tax. Notwithstanding the foregoing, in the event any and all real property taxes and assessments and/or possessory interest taxes that TRILLIUM is obligated to pay would exceed Five Thousand Dollars ($5,000.000) in any calendar year, the parties agree to discuss a commensurate reduction in the amount of Base Rent. If CITY and TRILLIUM are unable to agree upon a reduced Base Rent within thirty (30) days after TRILLIUM first requests, in a written notice to CITY, that the parties discuss the reduction in Base Rent, then, TRILLIUM may terminate this Lease by providing written notice to CITY in which event this Lease shall te1minate and neither party shall have any further rights or obligations under this Lease.

14. Holding Over. If TRILLIUM remains in possession of the Premises or any part thereof after the expiration of the Term hereof, or any extension(s) as provided hereunder, with the express written consent of CITY, such occupancy shall be a tenancy from month -to -month.

15. Entry by CITY. TRILLIUM hereby agrees that representatives of the CITY, as designated by CITY's City Administrator, shall have, at all times, the right to enter the Premises and inspect the same to determine if the same complies with each and every Term and condition of this Lease and with all applicable CITY, County, State, and Federal laws, rules, ordinances and regulations relating to occupancy and the conduct of TRILLIUM's business. TRILLIUM hereby waives any claim for damages or for any injury or inconvenience to or interference with TRILLIUM's business, any loss of occupancy or quiet enjoyment of the Premises and any loss occasioned thereby to the extent CITY's actions causing the same rules, ordinances, and regulations. For each of the aforesaid purposes, CITY shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding TRILLIUM's vaults, safes, and files, and CITY shall have the right to use any and all means which CITY may deem proper to open said doors in an emergency, in order to obtain entry to the Premises without liability to TRILLIUM except for any failure to exercise due care for TRILLIUM's property. Any entry to the Premises obtained by CITY by any of said reasons, or otherwise, shall not, under any circumstances, be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of TRILLIUM from the Premises or any portion thereof.

16. Default. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by TRILLIUM:
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A. Abandonment of the Premises by TRILLIUM without an intent to resume operations at the Premises, except upon written notice to CITY at least five (5) business days prior to such vacation in which case such vacation shall not be a default or breach and instead shall be deemed, for all purposes, to be a surrender of the Premises and termination of this Lease.

B. The failure by TRILLIUM to make any payment of rent or any other payment required to be made by TRILLIUM hereunder, as and when due, where such failure shall continue for a period often (10) calendar days after written notice thereof by CITY to TRILLIUM.

C. A failure by TRILLIUM to observe or perform any of the covenants, conditions, or provisions of this Lease to be observed or performed by TRILLIUM, other than as described in § 16.B, above, where such failure shall continue for a period of fifteen (15) calendar days after written notice thereof by CITY to TRILLIUM, provided, however, that if the nature of the default involves such that more than fifteen (15) calendar days are reasonably required for its cure, then TRILLIUM shall not be deemed to be in default if TRILLIUM commences such cure within such fifteen (15) calendar day period and thereafter diligently prosecutes said cure to completion.

D. The making by TRILLIUM of any general assignment or general arrangement for the benefit of creditors, or the filing by or against TRILLIUM of a petition to have TRILLIUM adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against TRILLIUM, the same is dismissed within thirty (30) calendar days); or the appointment of a trustee or a receiver to take possession of substantially all of TRILLIUM's assets located in or about the Premises or of TRILLIUM's interest in this Lease, where possession is not restored to TRILLIUM within thirty (30) calendar days; or the attachment, execution or other judicial seizure of substantially all of TRILLIUM's assets located in or about the premises or of TRILLIUM's interest in this Lease, where such seizure is not discharged in thirty (30) calendar days. Each of the thirty (30) -day periods set forth in this Section 15.D shall be extended as reasonably necessary if TRILLIUM is diligently pursuing the dismissal or other cure set forth herein.

17. Remedies in Default. In the event of any such material default of breach by TRILLIUM, CITY may at any time after expiration of the applicable notice and cure period as set forth in Section 15:

A. Terminate TRILLIUM's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and TRILLIUM shall immediately surrender possession of the Premises to CITY. In such event, CITY shall be entitled to recover from TRILLIUM all damages incurred by CITY by reason of TRILLIUM's default including, but not limited to, the cost of recovering possession of the Premises, expenses of reletting, if any, including necessary renovation and alteration of the Premises, for reasonable attorneys' fees and costs, any real estate commission actually paid, or the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that TRILLIUM proves could be reasonably avoided. Unpaid installments of rent or other sums shall bear interest from due date thereof at the rate of twenty-five (25%) per annum or at the maximum legal rate then in effect in California, whichever is higher. In the event TRILLIUM shall have abandoned the Premises, CITY shall have the option of (1) Taking possession of the Premises and recovering from TRILLIUM the amount specified in this subparagraph, or (2) Proceeding under the provisions of the following subparagraphs.
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B. Maintain TRILLIUM's right to possession, in which case this Lease shall continue in effect whether or not TRILLIUM shall have abandoned the Premises. In such event, CITY shall be entitled to enforce all of CITY's rights and remedies under this Lease, including the right to recover rent as it becomes due hereunder.

C. Pursue any other remedy now or hereafter available to CITY under the laws or judicial decisions of the State of California. Furthermore, TRILLIUM agrees that no election by CITY as to any rights or remedies available hereunder or under or pursuant to any law or judicial decisions of the State of California shall be binding upon CITY until the time of trial of any such action or proceeding.

18. CITY Default. The following shall be deemed a "CITY Default" by CITY hereunder and a material breach of this Lease: If CITY fails to keep, perform, or observe any of the covenants, agreements, terms, or provisions contained in this Lease that are to be kept or performed by CITY and CITY fails to commence and take such steps as are necessary to remedy the same within thirty (30) days after CITY is given written notice specifying the same, or having so commenced, thereafter fails to proceed diligently and with continuity to remedy the same. If a CITY Default occurs, TRILLIUM may, at any time thereafter prior to the curing thereof and without waiving any other rights hereunder or available to TRILLIUM at law or in equity TRILLIUM's rights being cumulative), do any one or both of the following:

A. If CITY's Default renders all or any portion of the Premises untenantable for those uses incidental to or customarily associated with the CNG Facility for more than 15 calendar days, TRILLIUM may terminate this Lease, in which event TRILLIUM shall have no further rights, duties or obligations hereunder.

B. TRILLIUM may perform CITY's obligations hereunder and offset the reasonable costs and expenses incurred by TRILLIUM in doing so against Base Rent thereafter coming due hereunder.

19. Peaceful Possession. CITY covenants that TRILLIUM, so long as it is not in default under this Lease, shall and may peaceably and quietly have, hold, occupy, use and enjoy the Premises during the Term and may exercise all of its rights hereunder, subject only to the provisions of this Lease and applicable governmental laws, rules and regulations. CITY agrees to warrant and forever defend TRILLIUM's right to such occupancy, use and enjoyment and the title to the Premises against the claims of any and all persons whomsoever lawfully claiming the same, or any part thereof, by. through or under CITY.

20. Offset Statement. TRILLIUM shall, at any time and from time to time upon not less than ten (10) calendar days' prior written notice from CITY, execute, acknowledge, and deliver to CITY a statement in writing: A. Certifying that this Lease is unmodified and in foll force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the rental and other charges are paid in advance, if any; and B. Acknowledging that there are not, to TRILLIUM's knowledge, any uncured defaults on the part of CITY hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the property of which the Premises are a part.

CITY shall, at any time and from time to time upon not less than ten (10) calendar days' prior written notice from TRILLIUM, execute, acknowledge, and deliver to TRILLIUM a statement in writing: A. Certifying that this Lease is unmodified and in full force and effect or, if modified, 7 693

stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the rental and other charges are paid in advance, if any; and B. Acknowledging that there are not, to CITY's knowledge, any uncured defaults on the part of TRILLIUM hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the property of which the Premises are a part.

21. Assignment and Subletting. TRILLIUM shall not assign or transfer this Lease or any right hereunder to any other party or parties nor shall TRILLIUM sublet all or any portion of the Premises without first obtaining the written consent of CITY Any assignment or subletting of the Premises without such prior written consent shall be void for all purposes and CITY may, at its option, declare a forfeiture of the same in any manner provided by law. Consent to any such assignment or subletting shall be at CITY's sole discretion and CITY is not required hereunder to consent to any such proposed assignment of subletting of the Premises; provided, however, if CITY fails to approve any assignment of lease or other conveyance of TRILLIUM's interest in this Lease in connection with a sale of all, or substantially all, of the assets of TRILLIUM located in the state of California, then TRILLIUM may elect to terminate this lease by providing written notice to CITY. If TRILLIUM elects to so terminate this Lease, neither party shall have any further rights or obligations under this Lease.

22. Attorneys' Fees. In the event that any action or proceeding is brought by either party to enforce any term or provision of this Lease, the prevailing party shall recover its reasonable attorneys' fees and costs incurred with respect thereto.

23. Fixtures. All trade fixtures and/or temporary facilities or equipment installed in or on the Premises by TRILLIUM may be removed by TRILLIUM at any time during the Term of this Lease, or upon the expiration of the Term, so long as the same may be removed without permanent damage to the Premises. TRILLIUM shall repair all damage which may result therefrom to the reasonable satisfaction of CITY.

24. Indemnification. TRILLIUM agrees to defend, indemnify, and hold CITY and its elected and/or appointed officials, officers, agents, and employees free and harmless from all claims for damage to persons or property by reason of TRILLIUM's negligence or TRILLIUM's acts or those of TRILLIUM's employees, agents, guests, or invitees in connection with TRILLIUM's use and occupancy of the Premises. CITY agrees to defend, indemnify, and hold TRILLIUM and its officers, agents, and employees free and harmless from all claims for damage to persons or property by reason of CITY's negligence or CITY's acts or those of CITY's employees, agents, guests, or invitees.

25. Insurance.

A. Fire and Extended Coverage.

1. TRILLIUM's Duty to Keep Improvements Insured. Throughout the Term hereof, at TRILLIUM's sole cost and expense, TRILLIUM shall keep or cause to be kept insured, for the mutual benefit of CITY and TRILLIUM all improvements located on or appurtenant to the Premises against loss or damage by fire and such other risks as are now or hereafter included in an extended coverage endorsement in common use for such structures, including vandalism and malicious mischief. The amount of insurance shall be no less than ninety percent (90%) of the then replacement cost, excluding costs of replacing excavations and foundations but without deduction for depreciation (herein called "full insurable value"). CITY shall not carry any 8 694

insurance the effect of which would be to reduce the protection or payment to TRILLIUM under any insurance that this Lease obligates TRILLIUM to carry. If any dispute as to whether the amount of insurance complies with the above cannot be resolved by agreement, CITY may, not more than once every three (3) months, request the carrier of the insurance then in force to determine the full insurable value as defined in this provision, and the resulting determination shall be conclusive between the parties for the purposes of this paragraph. TRILLIUM shall include the holder of any mortgage on the Lease as a loss payee to the extent of that mortgage interest.

2. Proceeds of Fire and Extended Coverage Insurance. CITY shall, at TRILLIUM's sole cost and expense, cooperate fully with TRILLIUM to obtain the largest possible recovery, and all policies of fire and extended coverage insurance required by subparagraph 24.A.1, above, shall provide that the proceeds shall be paid to CITY as follows:
a. The proceeds shall be deemed to be held in trust by the recipient to the uses and purposes prescribed by this Lease.
b. Disbursements of proceeds for repair, restoration, or reconstruction of improvements shall be made monthly on architect's certificates until all the work is completed and accepted; provided, however, that such disbursements shall not exceed ninety percent (90%) of the work in place until completion, acceptance, expiration of time for lien claims, and elimination of all liens claimed.
c. Any insurance proceeds remaining after complying with the provisions of this Lease relating to maintenance, repair, and reconstruction of improvements shall be the sole property of TRILLIUM
B. Insurance Requirements. Throughout the Term hereof, at TRILLIUM's sole cost and expense, TRILLIUM shall keep or cause to be kept in full force and effect, for the mutual benefit of CITY and TRILLIUM's insurance, in amount(s) and form(s) required by CITY's insurance requirements as set forth in Exhibit "D".

26. Authority of Parties. Each individual executing this Lease on behalf of TRILLIUM represents and warrants that he or she is fully authorized to execute and deliver this Lease on behalf of TRILLIUM and that this Lease is binding upon TRILLIUM in accordance with its terms.

27. Waiver. The waiver by either Party of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition on any subsequent breach of the same or any other term, covenant, or condition herein contained. The subsequent acceptance of rent hereunder by CITY shall not be deemed to be a waiver of any preceding breach by TRILLIUM of any term, covenant, or condition of this Lease, other than the failure of the TRILLIUM to pay the particular rental so accepted, regardless of CITY's knowledge of such preceding breach at the time of acceptance of such rent.

28. Time/Force Majeure. Time is of the essence of this Lease and each and all of its provisions in which performance is a factor; provided, however, TRILLIUM shall not be considered in default in the event of: Riots, wars, sabotage, civil disturbances, insurrections, acts of government agencies, failure of local, State, or Federal agencies to issue necessary permits or licenses, strikes, or other labor disturbances, explosion, natural disasters such as floods, earthquakes, landslides, and fires, and "other catastrophic events" which are beyond the 9 695

reasonable control of TRILLIUM. The term "other catastrophic events" does not include: A.

The financial inability of TRILLIUM to perform; or B. The failure to obtain the right, or the loss of the right, to use the facilities of any public utility where such failure is due in substantial part to the acts or omissions of TRILLIUM.

29. Late Charges. TRILLIUM hereby acknowledges that late payment by TRILLIUM to CITY of rent or other sums due hereunder will cause CITY to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges. Accordingly, if any installment of rent or of a sum due from TRILLIUM shall not be received by CITY or CITY's designee within ten (10) calendar days after written notice that said amount is past due, then TRILLIUM shall pay to CITY a late charge equal to ten percent (10%) of such overdue amount. The parties hereby agree that such late charges represent a fair and reasonable estimate of the cost that CITY will incur by reason of the late payment by TRILLIUM. Acceptance of such late charges by CITY shall in no event constitute a waiver of TRILLIUM's default with respect to such overdue amount, nor prevent CITY from exercising any of the other rights and remedies granted hereunder.

30. Sale of Premises by CITY. In the event of any sale of the Premises, CITY shall be and hereby in entirely freed and relived of all liability under any and all of the covenants and obligations contained in or derived from this Lease arising out of any act, occurrence, or omission occurring after the consummation of such sale. The purchaser, at such sale or any subsequent sale of the Premises, shall be deemed, without any further agreements between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry out each and all of the covenants and obligations of CITY under this Lease.

31. Signs. TRILLIUM shall not place any sign(s) upon the Premises without CITY's prior written consent and approval thereof.

32. Inability to Perform. This Lease and the obligations of TRILLIUM hereunder shall not be affected or impaired because CITY is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, war, civil insurrection, acts of God, or any other cause beyond the reasonable control of CITY.

33. Successors. Subject to the provisions of this Lease with respect to assignment and subletting, each and all of the covenants and conditions of this Lease shall be binding on and shall inure to the benefit of the successors of the respective parties.

34. Notices. Any notice required or permitted under the terms of this Lease shall be deemed served when personally served on TRILLIUM or CITY or when the same has been placed in the United States mail, postage prepaid, and addressed as follows:

Trillium USA
Ryan Erickson
Vice -President
PO Box 26210
Oklahoma City, OK, 73126
City of Placentia
Samantha Byfield
Public Works Manager
401 E. Chapman Avenue
Placentia, CA 92870

35. Execution by CITY Not a Waiver. TRILLIUM understands and agrees that CITY, by 10 696

entering into and executing this Lease, shall not have waived any right, duty, privilege, obligation or authority vested in the CITY to approve, disapprove or conditionally approve any application which TRILLIUM may be required to make under any laws, rules, ordinances or regulations now or hereafter in effect which said CITY may be empowered to apply, including, but not limited to any use permit or approval, whether similar in nature or not.

36. Post -Acquisition Tenancy. The parties hereto represent and warrant, each to the other, and acknowledge and agree that the other is acting in reliance on the representations and warranties that TRILLIUM is a post -acquisition tenant as the same is defined in Title 25 of California Code of Regulations (§ 6034(b)(1)). TRILLIUM therefore agrees that TRILLIUM has no claim to relocation benefits provided for under Title 25 of the California Code of Regulations or under the California Government Code. TRILLIUM further represents and warrants it has made these representations and warranties upon the advice of legal counsel of its own sole selection, which legal counsel has determined the foregoing is true and correct.

37. Entire Agreement. This Lease contains the entire agreement between the parties.

No promise, representation, warranty, or covenant not included in this Lease has been or is relied on by either party. Each party has relied on such party's own examination of this Lease, the counsel of such party's own advisors, and the warranties, representations, and covenants in the Lease itself. The failure or refusal of either party to inspect the Premises or improvements, to read the Lease or other documents or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice.
11 697

WHEREFORE, the parties hereto have entered into the Lease as of the date set forth below opposite the name of each signatory hereto.

Dated:

Dated:
9/10/2024
Approved as to form:

By:

Christian L. Bettenhausen, City Attorney
California Trillium Company
By: liiicwk, fiiid Stitt,
Ryan Erickson, Vice President
City of Placentia
By:

Damien R. Arrula, City Administrator
Attest:

City Clerk and ex -officio Clerk of the
City of Placentia
12 698

EXHIBIT "A"
Legal description & Map
13 699

EXHIBIT "A"

LEGAL DESCRIPTION
C.N.G. LEASE PARCEL
A PORTION OF LOT 2 IN BLOCK 5 OF THE GOLDEN STATE TRACT IN THE CITY OF

PLACENTIA, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP RECORDED IN BOOK 4, PAGE 66 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWESTERLY CORNER OF LOT 2 PER RECORD OF SURVEY 2010-1076 FILED IN BOOK 247 RECORD OF SURVEYS, PAGES 14 TO 18 INCLUSIVE, ORANGE COUNTY RECORDS; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2 NORTH 74°01'21" EAST 230.00 FEET TO THE POINT OF BEGINNING, SAID POINT OF

BEGINNING ALSO BEING THE SOUTHEASTERLY CORNER OF A PARCEL GRANTED TO

THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA AS SHOWN ON SAID RECORD OF SURVEY;
THENCE LEAVING SAID SOUTHERLY LINE OF LOT 2, AND ALONG THE EASTERLY LINE OF SAID METROPOLITAN WATER DISTRICT PARCEL NORTH 15°58'25" WEST 168.00 FEET TO A POINT THAT IS 32.00 FEET FROM THE NORTHEASTERLY CORNER OF SAID LOT 2 PER SAID RECORD OF SURVEY;
THENCE LEAVING SAID EASTERLY LINE NORTH 74°01'21" EAST TO A LINE THAT IS PARALLEL WITH AND 55.00 FEET EASTERLY FROM THE EASTERLY LINE OF SAID LOT 2 OF SAID RECORD OF SURVEY;
THENCE ALONG SAID PARALLEL LINE SOUTH 15°58'25" EAST 168.00 FEET TO SAID SOUTHERLY LINE OF LOT 2 OF SAID RECORD OF SURVEY;
THENCE LEAVING SAID PARALLEL LINE AND ALONG SAID SOUTHERLY LINE OF LOT 2 SOUTH 74°01'21" WEST 55.00 FEET TO THE POINT OF BEGINNING.

CONTAINING: 9,240 SQ. FT. MORE OR LESS.

SUBJECT TO ALL COVENANTS, RIGHTS, RIGHT-OF-WAY AND EASEMENTS OF RECORD.

ALL AS SHOWN ON THE PLAT ATTACHED HERETO AS "EXHIBIT B" AND BY THIS REFERENCE MADE A PART HEREOF.

THIS LEGAL DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTION IN CONFORMANCE WITH THE LAND SURVEYOR'S ACT.

PORTION OF APN: 344-102-09

PREPARED BY
NV5, INC.

J BRALEY, L.S. 8446
05-21-2024
DATE
700

EXHIBIT "B"
i
N
I
50 EPSEMEPGS
M BK 128A52 O R
194-6-1g
co
C.0 Q
•
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(S1 Q
-
o -o
1"=60' rn
rnr
o

SOUTHWESTERLY
CORNER OF LOT 2

PER RECORD OF
SURVEY R.S.B.
247/14-18
POC
0 o
N
-73 a
a
cp
•
v7,
W
M.W.D. PARCEL
BK 8055, PGS 332-333
& BK 12847, PGS 1946-1952
O.R.

PREPARED FOR:

CITY OF PLACENTIA
21„E 230.00'
POB
\\v./4p1
LOT 4

MAP OF GOLDEN STATE TRACT
M.M. 4/66
LEGEND

POB POINT OF BEGINNING

POC POINT OF COMMENCEMENT
LOT 2

MAP OF GOLDEN STATE TF
M.M. 4/66
CP
O
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1400'21„w �-
S 660 p1
, 21"E gyp'
N1 A p1 OAEPSi �1 /14-18
RNER
2PER R.S.B 2A-1 �0�

PROPOSED EASEMENT AREA
LEASE PARCEL AREA = 9,240 SQ. FT., MORE OR LESS

THIS PLAT WAS PREPARED BY ME OR UNDER MY DIRECTION

IN CONFORMANCE WITH THE PROFESSIONAL LAND
SURVEYOR'S ACT ON MAY 21, 2024.
5-21-2024
J BRALEY L.S. 8446
DATE
N
V
5 15092 AVENUE OF SCIENCE, SUITE 200
SAN DIEGO, CA 92128
P: 858.385.0500 WWW.NV5.COM

CNG STATION LEASE PARCEL
2999 E. LA JOLLA STREET
ANAHEIM, CA 92806

SHEET NUMBER
OF 1
1 SHEETS
PREPARED FOR: CITY OF PLACENTIA
DATE SUBMITTED: 05/21/2024

JOB NUMBER
P27624-00037-

Exhibit "B"
Maintenance Schedule
14 702

c`Trillium
A/loos Company
City of Placentia, CA
Lease of CNG Station and Management Services
Trillium Proposal
Schedule
Preventative Station Maintenance Matrix
Station Maintenance Schedule
Maintenance Activity tt`�Q4.,
�`�c
Visual site inspection
e
Monitor/record station operation
e
Check equipment fault history
e
Check for unusual noises and operating conditions
e
Check skids for gas leaks
e
Check compressor oil level
a
Check for oil leaks
a
Inspection/replacement of compression system filters
e
Clean and inspect fast fill dispensers and nozzles
e
Clean and lubricate breakaway couplings
a
Check hoses and nozzles
a
Complete reports
Drain oil from skid recovery system
Drain condensate pot
e
Verify proper function of alarm and ESD system
a
Inspect lubrication system and compressor oil
e
Drain dryer liquid
e
Drain oil from dispensers
e
Cycle dryer
a
Lubricate motors
a
Lubricate fan bearings
a
Service air dryer
a
Change compressor coalescing filter
a
Change dispenser coalescing filters
a
Change air compressor oil
a
Check/drain storage vessels
a
Check/tighten fan belts
a
Calibrate dew point sensors on dryer
a
Service gas dryer
a
Change dryer filters
a
Check all compressor safety shutdowns
a
Check ESD operation
a
Check all station shutdowns
a
Check dryer safety shutdowns
a
Test dispenser hoses
a
Check/test pressure relief valves
a
Station safety audit
a
Trillium: One Partner Any Fuel
22 703

c`Trillium
A/loos Company
City of Placentia, CA
Lease of CNG Station and Management Services
Trillium Proposal
Compressor Recommended Maintenance
Trillium Maintenance Schedule
Maintenance Activity
Check Frame Oil Pressure
Check Frame Oil Level
Check Lubricator Block Indicator
Check Packing Vents
Check for Gas Leaks
Check for Oil Leaks
Check Operation Pressures and Temps
Check Lube Oil Level
Check for Abnormal noise
Check for Abnormal Vibration
Check and Confirm Safety Shutdown Function
Change Oil Filter
Change Oil (or as needed)
Check Crankcase for Foreign Material
Check/Re-Torque Base Bolts
Check/Replace High Pressure Piston Rings
Check Main Bearing Clearance
Check Crosshead Guide Clearance
Inspect/Replace Valves
Inspect Cylinder Bore
Inspect/Replace Piston Rings
Inspect/Replace Piston Rods
Rebuild Cylinder Packing Cases
Inspect/Re-Align Coupling
Check/Record Rod Run Out
Check/Replace DNFT
Pressure Test Lubricator Distribution Blocks
Check Auxiliary Gears and Chain
Rebuild Oil Wiper Cases
Check Main/Connect Rod Bearing Clearance
Check Crosshead Guide Clearance
Check Crosshead Pin Busing
Check Piston Ring Groove
Replace Main and Connecting Rod Bearings
Replace Lubricator Distribution Blocks
Replace Crosshead Bushings
NN
NN
1111
NN
NN
1111
•
�• � 040` �# z°
Pi• p ,ti b '
Trillium: One Partner Any Fuel
23 704

Exhibit C
Equipment List
15 705

EXHIBIT C - EQUIPMENT LIST
The following is a list of CNG equipment on site, including make and model. • 1 - JW Power Company EA -200-2-4 Compressor Package
• 1 - Xebec Single Tower Natural Gas Dryer STR-30NGX-3S • 2 - Kraus Dual Hose Dispensers HAM 2D CGG-P63CX12B2B01 • NCR Fuel Management
• 6 - CP Industries 20" ODX21' ASME Pressure Vessels
• Electrical Distribution Gear and Motor Control Center • Trillium Control System
706

Exhibit D
Insurance Requirements
16 707

EXHIBIT B

INSURANCE REQUIREMENTS
A. Minimum Scope and Limits of Insurance
City reserves the right to review any and all of the required insurance policies and/or endorsements, but has no obligation to do so. Failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance, including any extension thereof, of this Agreement.

Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement, including any extension thereof, all of the following minimum scope of insurance coverages:

1. Commercial General Liability Insurance
• Commercial general liability insurance no less broad than Insurance Services Office (ISO) form CG 00 01.
• Minimum Limits: $2,000,000.00 per occurrence; $4,000,000.00 general aggregate; $4,000,000.00 products/completed operations aggregate. The aggregate limit, encompassing the above coverage, shall apply separately to this project/location. The required limits may be provided by a combination of general liability insurance and commercial excess or umbrella liability insurance. If Contractor maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor.
• Any deductible or self -insured retention shall be shown on the certificate of insurance.

If the deductible or self -insured retention exceeds $25,000.00, it must be approved in advance by City. Contractor is responsible for any deductible or self -insured retention and shall fund it upon City's written request, regardless of whether Contractor has a claim against the insurance or is named as a party in any action involving City. • Coverage shall be continued for three (3) years after completion of the work. • City shall be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the Contractor. City shall continue to be an additional insured for completed operations for three (3) years after completion of the work. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance at least as broad as one of the following ISO ongoing operations forms: CG 20 10 or CG 20 26 or CG 20 33 (not allowed from subcontractors), or CG 20 38; and one of the following ISO completed operations forms: CG 20 37, 2039 (not allowed from subcontractors), or CG 20 40. • The policy definition of "insured contract" shall include assumptions of liability arising out of both ongoing operations and the products/completed operations hazard ("f" definition of insured contract in ISO form CG 00 01, or equivalent). • The insurance provided to the additional insureds shall be primary to, and non- contributory with, any insurance or self-insurance program maintained by them. 708

• The policy shall cover inter -insured suits and include a "separation of insureds" or "severability" clause which treats each insured separately. • The policy shall be endorsed to include a written waiver of the insurer's right to subrogate against all persons or entities that are, or are required to be, additional insureds.
• The policy shall not contain a contractors' warranty or other similar language which eliminates or restricts insurance because of a subcontractor's failure to carry specific insurance or to supply evidence of such insurance.
• Required evidence of coverage:

1. Copy of the endorsements naming the City of Placentia, its officers, officials, employees, agents, and volunteers as additional insureds;

2. Copy of the endorsement or policy language indicating that coverage applicable to the additional insureds is primary and non-contributory;

3. Properly completed certificate of insurance; and

4. Completed and signed Agent/Broker Questionnaire with supporting documentation as required.

2. Business Automobile Liability Insurance
• Minimum Limit: $2,000,000.00 combined single limit per accident. • Coverage shall apply to all owned, hired, leased, and non -owned vehicles. • City shall be endorsed as additional insured.
• Required evidence of coverage:

1. Copy of the endorsement naming the City of Placentia, its officers, officials, employees, agents, and volunteers as additional insureds; and

2. Properly completed certificate of insurance.

3. Workers' Compensation & Employer's Liability Insurance • Workers' compensation insurance with statutory limits as required by the Labor Code of the State of California.
• Employer's liability with limits of $1,000,000.00 per accident; $1,000,000.00 disease per employee; $1,000,000.00 disease per policy.
• The policy shall include a written waiver of the insurer's right to subrogate against City. • Required evidence of coverage:

1. Subrogation waiver endorsement; and

2. Properly completed certificate of insurance.

4. Contractor's Pollution Liability Insurance
• Minimum Limits: $2,000,000.00 per pollution incident; $2,000,000.00 policy aggregate. • Coverage shall apply to pollution incidents at or from any location at which Contractor 709

is performing work under this Agreement.
• Any deductible or self -insured retention shall be shown on the certificate of insurance.

If the deductible or self -insured retention exceeds $25,000.00, it shall be approved in advance by City. Contractor is responsible for any deductible or self -insured retention and shall fund it upon City written request, regardless of whether Contractor has a claim against the insurance or is named as a party in any action involving City. • City shall be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the Contractor. Additional insured status shall continue for three (3) years after completion of the work. • The insurance provided to the additional insureds shall apply on a primary and non- contributory basis with respect to any insurance or self-insurance program maintained by them.
• The insurance shall be continued for three (3) years after completion of the work. • Required evidence of coverage:

1. Copy of the endorsement naming the City of Placentia, its officers, officials, employees, agents, and volunteers as additional insureds;

2. Copy of the endorsement or policy language indicating that coverage for the additional insureds is primary and non-contributory; and

3. Properly completed certificate of insurance.

5. Standards for Insurance Companies
• All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commission 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 VII (or larger) in accordance with the latest edition of Best's Key Rating Guide.

B. Documentation and Other Provisions

1. The name and address for additional insured endorsements and certificates of insurance is: City of Placentia, 401 E. Chapman Ave., Placentia, CA 92870.

2. Defense fees and costs shall not deplete the limits of any insurance provided under this Agreement.

3. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure the City is an additional insured on insurance required from subcontractors.

4. Contractor agrees to waive and to obtain endorsements from insurers waiving subrogation rights against the City of Placentia, its officers, officials, employees, agents, and volunteers for losses arising from work performed by Contractor for the City and to require each of its subcontractors, if any, to do likewise under their insurance policies.

5. The Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Placentia, its officers, officials, 710

agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy.

6. Coverage shall be on a standard occurrence form. Claims -made forms are not acceptable. Modified, limited, or restricted occurrence forms are not acceptable.

7. Current evidence of coverage shall be provided for the entire required period of insurance.

8. Contractor shall deliver to the City, in the manner required for notices, copies of required insurance policies and endorsements of all insurance policies required by the Lease, within the following time limits: (1) Ten (10) days prior to the commencement of work to be performed under this Agreement; (2) For insurance becoming required at a later date, at least ten (10) days before the requirement takes effect; For any renewal or replacement of a policy already in existence, at least thirty (30) days before expiration or other termination of the existing policy.

9. Said policies shall not terminate, nor shall they be cancelled or coverage reduced, without at least thirty (30) days' written notice to the City. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any cancelled policy or reduction in the required insurance limits, the City may procure such insurance at Contractor's sole cost and expense.
711

----1 ®
A� o CERTIFICATE OF LIABILITY INSURANCE

DATE(MM/DD/YYYY)
09/04/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
Aon Risk Services Southwest, Inc.

Houston TX Office
1300 Post Oak Blvd., Suite 1400
Houston TX 77056 USA

CONTACT
NAME:

A/C. No. Ext): (866) 283-7122 FA No.): (800) 363-0105
(
E-MAIL
ADDRESS:

INSURER(S) AFFORDING COVERAGE
NAIC #

INSURED
Trillium USA Company LLC
Po Box 26210
Oklahoma City OK 73126 USA
INSURER A: Texas Insurance Company
16543
INSURER B: Ironshore Specialty Insurance Company
25445
INSURER C: ACE American Insurance Company
22667
INSURER D: Indemnity Insurance Co of North America
43575
INSURER E: ACE Fire Underwriters Insurance Co.
20702
INSURER F:

COVERAGES
CERTIFICATE NUMBER: 570107982958
REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR
LTR

TYPE OF INSURANCE
ADDL
INSD
SUBR
WVD

POLICY NUMBER

POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)
LIMITS
C
X

COMMERCIAL GENERAL LIABILITY
Y
Y
XSLG48912783
04/01/2024
04/01/2025

EACH OCCURRENCE
$1,000,000

CLAIMS -MADE
X
OCCUR
SIR applies per policy terms
& conditions

DAMAGE TO RENTED
PREMISES (Ea occurrence)
$1,000,000
MED EXP (Any one person)

PERSONAL & ADV INJURY
$1,000,000
GEN'L
AGGREGATE LIMIT APPLIES PER:

GENERAL AGGREGATE
$8,000,000
X
POLICY

PRO- LOC
JECT

PRODUCTS - COMP/OP AGG
$8,000,000
OTHER:

C

AUTOMOBILE LIABILITY
Y
Y
ISA H10764919
04/01/2024
04/01/2025

COMBINED SINGLE LIMIT
(Ea accident)
$5,000,000
X

ANY AUTO
BODILY INJURY ( Per person)
OWNED

SCHEDULED
AUTOS
BODILY INJURY (Per accident)
A

AUTOS ONLY

HIRED AUTOS
ONLY

NON -OWNED

AUTOS ONLY

PROPERTY DAMAGE
(Per accident)
A
X

UMBRELLA LIAB
X
OCCUR
Y
Y
TCOK20347a
12/01/2020
04/01/2025

EACH OCCURRENCE
$10,000,000

EXCESS LIAB

CLAIMS -MADE
SIR applies per policy terms
& conditions

AGGREGATE
$15,000,000

DED X RETENTION
D

WORKERS COMPENSATION AND

EMPLOYERS' LIABILITY
Y
WLRC54507902
04/01/2024
04/01/2025
x

PER STATUTE
OTH-
ER
C

ANY PROPRIETOR/PARTNER/EXECUTIVE
Y/ N
N
N / A
Y
CA & A05
WLRC54508050
04/01/2024
04/01/2025
E.L. EACH ACCIDENT
$1,000,000
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
AZ
E.L. DISEASE -EA EMPLOYEE
$1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE -POLICY LIMIT
$1,000,000
B
Environmental Site Liability
Y
Y
ISPILLSCHJOA001
04/01/2022
04/01/2025
Aggregate
Each Incident
$10,000,000
$10,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) MCS90 and CA9948 are included on the above referenced Automobile Liability policy. If required by contract, The City of Placentia, its officers, officials, employees, agents and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability Automobile Liability, Umbrella Liability and Pollution Liability policies. General Liability, Automobile Liability and Umbrella Liability policies evidenced herein are Primary and Non -Contributory to other insurance available to The City of Placentia, its officers, officials, employees, agents and volunteers, but only in accordance with the policy's provisions. If Required by contract, a Waiver of Subrogation is granted in favor of The City of Placentia, its officers, officials, employees, agents and volunteers in accordance with the policy provisions of the General Liability,

CERTIFICATE HOLDER

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

CANCELLED BEFORE THE

EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

Ci ty of Placentia
401 E. Chapman Ave.

Placentia CA 92870 USA

AUTHORIZED REPRESENTATIVE
`
,y
ta

CANCELLATION
Holder Identifier : BAFEG
ACORD 25 (2016/03)
©1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
712

AGENCY CUSTOMER ID: 570000058326
LOC #:

ADDITIONAL REMARKS SCHEDULE
Page _ of _
AGENCY
Aon Risk Services Southwest, Inc.

NAMED INSURED
Trillium USA Company LLC

POLICY NUMBER
See Certificate Number: 570107982958

CARRIER
See Certificate Number: 570107982958

NAIC CODE

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance

INSURER(S) AFFORDING COVERAGE
NAIC #

INSURER

INSURER

INSURER

INSURER
ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits.

INSR
LTR

TYPE OF INSURANCE
ADDL
INSD
SUBR
WVD

POLICY NUMBER
POLICY

EFFECTIVE
DATE
(MM/DD/YYYY)
POLICY

EXPIRATION
DATE
(MM/DD/YYYY)
LIMITS

WORKERS COMPENSATION
E
N/A
Y
scFc54508116
WI
04/01/2024
04/01/2025
ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.
713

AGENCY CUSTOMER ID: 570000058326
LOC #:

ADDITIONAL REMARKS SCHEDULE
Page _ of _
AGENCY
Aon Risk services southwest, Inc.

NAMED INSURED
Trillium USA Company LLC

POLICY NUMBER
see certificate Number: 570107982958

CARRIER
see certificate Number: 570107982958

NAIC CODE
EFFECTIVE DATE:

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Description of Operations / Locations / Vehicles:

Automobile Liability, umbrella Liability, Pollution Liability and workers' compensation policies.

ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.
714

7 ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION
Named Insured
Love's Travel Stops & Country Stores, Inc.

Endorsement Number
1 Policy Symbol
XSL
Policy Number
G48912783
Policy Period
04/01/2024 to 04/01/2025
Effective Date of Endorsement
Issued By (Name of Insurance Company)
ACE American Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This Endorsement modifies insurance provided under the following:

EXCESS COMMERCIAL GENERAL LIABILITY POLICY

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s):

Location(s) Of Covered Operations
Any Owner, Lessee or Contractor whom you have agreed
to included as an additional insured under a written
contract, provided such contract was executed prior to the date of loss.

All locations where you are performing operations
for such additional insured pursuant to any such
written contract.

Information recuired to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organiza- tion(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above.

However:

1. The insurance afforded to such additional insured only applies to the extent permitted by law; and

2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.

B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply:

This insurance does not apply to "bodily injury" or "property damage" occurring after:

1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or XS -21168a (04/13)
Copyright, Insurance Services Office, Inc., 2012 Page 1 of 2 715

2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.

C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance And Retained Limit:

If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.

This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.

Authorized Representative
XS -21168a (04/13)
Copyright, Insurance Services Office, Inc., 2012 Page 2 of 2 716

5 ADDITIONAL INSURED -

DESIGNATED PERSONS OR ORGANIZATIONS
Named Insured Love's Travel Stops & Country Stores, Inc.

Endorsement Number
3 Policy Symbol
ISA
Policy Number
H10764919
Policy Period
04/01/2024 TO 04/01/2025
Effective Date of Endorsement
Issued By (Name of Insurance Company)
ACE American Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

AUTO DEALERS COVERAGE FORM

MOTOR CARRIER COVERAGE FORM

EXCESS BUSINESS AUTO COVERAGE FORM
Additional Insured(s): Any person or organization whom you have acreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss.

A. For a covered "auto," Who Is Insured is amended to include as an "insured," the persons or organizations named in this endorsement. However, these persons or organizations are an "insured" only for "bodily injury" or "property damage" resulting from acts or omissions of:

1. You.

2. Any of your "employees" or agents.

3. Any person operating a covered "auto" with permission from you, any of your "employees" or agents.

B. The persons or organizations named in this endorsement are not liable for payment of your premium.

Authorized Representative
DA-9U74c (03/16) Page 1 of 1
717

CHUBB``
2 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Named Insured
Love's Travel Stops & Country Stores, Inc.

Endorsement Number
4 Policy Symbol
XSL
Policy Number
G48912783
Policy Period
04/01/2024 to 04/01/2025
Effective Date of Endorsement
Issued By (Name of Insurance Company)
ACE American Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the following:

EXCESS COMMERCIAL GENERAL LIABILITY POLICY

SCHEDULE
Name of Person or Organization: Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss.

The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section W - Conditions:

We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this policy. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above.

All Other Terms And Conditions Remain Unchanged.

Authorized Representative
XS-6W34a (O2/2O)
Page of
718

3 POLICY NUMBER: ISA H10764919 Endorsement Number: 7

COMMERCIAL AUTO
CA 04 44 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured: Love's Travel Stops & Country Stores, Inc.

Endorsement Effective Date:

SCHEDULE
Name(s) Of Person(s) Or Organization(s):

Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss.

Information recuired to complete this Schedule, if not shown above, will be shown in the Declarations.

The Transfer Of Rights Of Recovery Against Others
To Us condition does not apply to the person(s) or
organization(s) shown in the Schedule, but only to the
extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or
organization.

CA 04 44 10 13 © Insurance Services Office, Inc., 2011

719

Workers' Compensation and Employers' Liability Policy
Named Insured
LOVE'S TRAVEL STOPS & COUNTRY STORES, INC.
10601 NORTH PENNSYLVANIA AVENUE
OKLAHOMA CITY OK 73120
Endorsement Number
Policy Number
Symbol: SCF Number: C54508116
Policy Period
04-01-2024 TO 04-01-2025
Effective Date of Endorsement
04-01-2024
Issued By (Name of Insurance Company)

ACE FIRE UNDERWRITERS INS CO
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.

This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.

Schedule

ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS.

For the states of CA, UT, TX, refer to state specific endorsements.

This endorsement is not applicable in KY, NH, and NJ.

The endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications. According to Section 287.150(6) of the Missouri statutes, a contractual provision purporting to waive subrogation rights against public policy and void where one party to the contract is an employer in the construction group of code classifications.

For Kansas, use of this endorsement is limited by the Kansas Fairness in Private Construction Contract Act(K.S.A.. 16-1801 through 16-1807 and any amendments thereto) and the Kansas Fairness in Public Construction Contract Act(K.S.A 16-1901 through 16-1908 and any amendments thereto). According to the Acts a provision in a contract for private or public construction purporting to waive subrogation rights for losses or claims covered or paid by liability or workers compensation insurance shall be against public policy and shall be void and unenforceable except that, subject to the Acts, a contract may require waiver of subrogation for losses or claims paid by a consolidated or wrap-up insurance program.

Authorized Representative
WC 00 03 13 (11/05) Ptd. U.S.A. Copyright 1982-83, National Council on Compensation 720

Exhibit E
Scope of Work
17 721

SCOPE OF WORK
CITY OF PLACENTIA CNG FUELING STATION SERVICE, MAINTENANCE 8c OVERSIGHT The City of Placentia (City) owns a Compressed Natural Gas (CNG) fueling facility located at 2999 E. La Jolla Street, Placentia, CA 92870. The City is initiating this request for proposals (RFP) to solicit proposals from qualified CNG station operators for the inspection, service, maintenance, and management of its CNG fueling facility.

The CNG fueling station supports the operation of City vehicles and provides fueling for other public agencies and private fleets. The selected operator shall provide and manage its own cardlock or point of sale purchasing system. On average, the City's CNG fueling station dispenses 432,350 diesel gallon equivalent (DGE) or 592,628 therms per year.

AGREEMENT EFFECTIVE START DATE
The City has a current agreement to lease its CNG fueling station which is set to expire June 30, 2024. As a result of the existing agreement, any award and work under this RFP will take effect no sooner than July 1, 2024.

REPORTING
Operator shall provide detailed reports to City by the seventh day of each month for the prior month and within 10 days after the end of the fiscal year for the prior fiscal year annual report.

The report will include a complete accounting of all transactions including purchaser information, number of transactions, GGE and therms purchased, and sales amounts for each purchaser, each month and all purchasers for the reporting period and each fiscal year.

Operator shall also provide monthly maintenance and operations reports which shall include a complete accounting of all inspections, service, maintenance, photos and repair activities for the reporting period. An online or cloud -based customer portal that allows for access to work orders, reports, invoices and ad hoc reports is desired.

RENT
Operator shall pay City as base rent as included in their proposal each lease year. Operator shall pay rent to City within 30 days after each anniversary of the Commencement Date during the term hereof, with the first year's rent payable within 30 days after the execution of the agreement by both City and Operator. Base rent payments shall be payable to City within 30 days of the anniversary of the Commencement date and each year of the initial term thereafter.

Rental, royalty, and other payments to be made shall be paid to City without deduction or offset except as expressly set forth in the agreement.
722

RENEWABLE NATURAL GAS
In the event that renewable natural gas (RNG) becomes commercially available, the Operator shall obtain 85,971 diesel gallon equivalent (DGE) of RNG per calendar year which shall be credited to the City to satisfy the State -mandated procurement target.

Operator shall provide documentation to the City that RNG is deemed renewable per CalRecycle definition, procured from a permitted anaerobic digestion facility in California. RNG procured from any other source or procured without CalRecycle acceptable documentation shall not be considered RNG for the City's purposes.

Operator shall satisfy themselves regarding SB 1383 procurement requirements or contact CalRecycle to satisfy any inquiries on bioenergy and anaerobic digestion.

ROYALTY PAYMENT
Operator shall pay City annual royalty payment equal to percentage of all revenue as included in their proposal. Said royalty payments shall be made annually, for the previous lease year within 10 days of the end of the fiscal year, June 30tH

CAPITAL IMPROVEMENTS
Operator shall be responsible for all capital improvements to the station and solely responsible for funding all costs for such improvements. All proposed capital improvements shall be included in the proposal along with a timeline and estimated costs.

MAINTENANCE
Operator is responsible for all operations and maintenance services and associated costs.

Operator personnel and subcontractors shall perform the actual on -site service and maintenance activities for the CNG station and equipment. All operations and maintenance shall be performed in a safe and legal manner and in compliance with all City, CaIOSHA, State and Federal requirements.

Operator is responsible for furnishing appropriately trained maintenance personnel and is responsible for furnishing its personnel with vehicles, safety equipment, computers, and all materials and supplies necessary to complete work. Operator shall provide service personnel with the required personal protective equipment necessary for the work. Operator shall provide maintenance personnel with a standard uniform which includes a company name or logo and the individual employee's name for identification purposes. 723

Maintenance activities include, but are not limited to, the following:

Proactive Maintenance
Daily monitoring of CNG station systems including critical flow, temperature, pressure, vibration, leaks and false alarms. Electronic monitoring is an acceptable alternative to an on - site inspection.

Periodic Maintenance
Maintenance shall be performed in conformance with manufacturer recommendations and industry best practices. Contractor shall develop a scheduled maintenance process per each manufacturer or vendor requirements for each of the major and minor components of the CNG station. Maintenance for each component shall be performed per schedule and in a timely manner. Maintenance shall be performed in such a manner as to eliminate emergency shutdowns and catastrophic failures.

Weights & Measures
Calibration of CNG dispensers shall be in conformance with manufacturer recommendations and industry best practices. Operator shall develop a scheduled process per each manufacturer or vendor requirements for each dispenser. Calibration activities shall be included in maintenance reports.

Cleanliness
Operator shall keep the CNG station and equipment clean to the greatest extent possible to improve performance, help determine oil and grease leaks and prevent any wear on fitting and hoses. Contractor shall use non-flammable, US EPA Safer Choice leaning products to protect human health and the environment.

Filters
Filters on the CNG station equipment shall be replaced in conformance with manufacturer recommendation and industry best practices. When replaced, the new filter shall be marked with the date (MM/DD/YYYY) of installation as well as the equipment hours (as applicable) on the filter housing. Filter replacements shall be noted in maintenance reports.

SYSTEM MONITORING AND ALARMS
CNG station monitoring and alarm systems must be operational at all times. The monitoring an alarm system shall be tested monthly preferable during minimal demand periods.

Operator's monitoring system shall be capable of proactively troubleshooting and diagnosing CNG station failures remotely and dispatching technician support as needed.

HAZARDOUS WASTE
Operator shall be responsible for the removal of hazardous waste materials. Contractor shall not stockpile hazardous materials in the CNG station or adjacent areas. 724

MATERIALS AND SUPPLIES
Operator is responsible for the procurement of all materials, parts and services.

COORDINATION AND COMPLIANCE WITH REGULATORY AGENCIES
Operator shall maintain and pay required permits for CNG station operations. Operator is responsible for maintaining compliance with all applicable federal, state and local laws and regulatory requirements and shall hold the City harmless from any violations of said laws and regulations.

Operator shall consult with City prior to initiating contact with any regulatory agencies.

Routine communication for ongoing permitting shall not require City prior approval. Operator shall keep City fully apprised, both by immediate oral notification and in writing, of any such discussions with regulatory personnel.

Operator shall immediately notify the City CNG Contract Manager or designees when regulatory inspectors are on City property and shall immediately provide all inspections reports issued by regulators to City. When a regulatory agency identifies a violation or cites a defect, Operator shall provide City CNG Contract Manager or designee with a written remedial action plan within five business days, which addresses how Operator intends to resolve (or has already resolved) all regulatory violations, and any mitigating circumstances that led to violation. Operator shall provide City CNG Contract Manager or designee with any inspection reports recommending violation. Any and all penalties and fines imposed regarding violation of state and federal codes, regulations and laws shall be wholly borne by Operator when the violation occurs as a result of Operator's failure to perform as required by the agreement.

SAFETY
Where an immediate and serious hazard exists, Operator has the authority to immediately contact the appropriate personnel to request that the hazardous condition be corrected, or hazardous practices halted.

OTHER ADMINISTRATIVE DUTIES
Operator shall update and maintain as -built drawings in AutoCAD format based on any changes made to CNG facilities. Updates to as -built drawings shall be provided to City Contract Manager or designee.

SOFTWARE
Right and license to use any software installed by Operator at CNG station that is needed to operate and maintain the systems shall be transferred to City along with all maintenance records and electronic records, programs, and files upon termination of the contract. 725

AUDITING PROVISION
The City shall have the right to audit the Operator's financial statements related solely to the City's CNG Station every two years. The City shall select the auditor and the Operator shall cover 50% of the cost of the audit.
726

Agenda Item No: 1.h

PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: September 17, 2024
Submitted by: Kyra Tao
From: Public Works
Subject:

Amendment No. 4 to Professional Services Agreement with RBI Traffic, Inc. for On -Call Traffic Control and Engineering Plan Check Services
Financial Impact:

Fiscal Im pact:

Expense: $ 17,500 FY 2024-25 Contract Amendment
S 7,500 FY 2025-26 Contract Amendment
$ 25,000 Amendment No. 4 to Professional Services Agreement Budget: $17,500 FY 2024-25 Operating Budget (103590-6290) $ 7,500 Future FY 2025-26 Operating Budget (103590-6290) Summary:

In November 2020, the City Council awarded a Professional Services Agreement to RBI Traffic, Inc. ("RBI") for on -call traffic control and engineering plan check services. The agreement was for a three (3) year term for a not -to -exceed amount of $75,000, with the option to extend the term of the agreement for one (1) additional two-year term. RBI has been providing excellent traffic control plan check services to the City for the past four years. Due to the significantly increased amount of encroachment permit applications received in 2021 and the additional traffic control plan review requests by the SiFi project around that time, the funds were exhausted before the 3 -year term. As a result, on February 15, 2022, the City Council approved Amendment No. 1 to increase contract amount by an additional $50,000 for additional traffic control plan check services. Amendment No. 2 was approved under the City Administrator's authority on August 7, 2023, to increase the contract amount by an additional $13,250 for a revised contract not -to -exceed amount of $145,750. On October 31, 2023, Amendment No. 3 was approved under the City Administrator's authority to extend the contract term for an additional two years. The current contract is set to expire in November 2025.

The number of encroachment permit applications has steadily increased every year since 2022. RBI Traffic experienced an increased amount of traffic control plan check for encroachment permit applications and exhausted the contractual spending authority quicker than anticipated. In order to continue the timely review of traffic control plans, Staff is recommending a contract amendment for a not -to -exceed amount of $25,000 for RBI to continue to provide on -call traffic engineering services through the remainder of the contract term.
256

Recommendation:

Recommended Action: It is recommended that the City Council:

1. Approve Amendment No. 4 to the Professional Services Agreement with RBI Traffic, Inc. to increase the contract amount by an additional $25,000 for a total contract not -to - exceed amount of $170,750; and

2. Approve Resolution No. R-2024-61, a Resolution of the City Council of the City of Placentia, California, authorizing a budget amendment in Fiscal Year 2024-25 in compliance with City Charter of the City of Placentia Sections 1206 and 1209 pertaining to appropriations for actual expenditures; and

3. Authorize the City Administrator to execute the necessary documents, in a form approved by the City Attorney.

Strategic Plan Statement:

There is no specific City Council adopted 5 -Year Strategic Goal or objective related to this agenda item.

Discussion:

The Transportation Services Division (Division) of the Public Works Department is responsible for managing traffic engineering and transportation functions throughout the City including the maintenance and operation of traffic signal infrastructure. The preparation and evaluation of traffic control plans is specialized work, and it is critically important that each traffic control plan is reviewed and approved by a licensed Traffic Engineer. Given RBI's past experience in providing the City with excellent and competent traffic engineering assistance, and their expertise in and timely review of traffic control plan checks, the City Council approved a contract with RBI for on -call traffic control and engineering plan check services on November 17, 2020. The term of the agreement is three (3) years for a not -to -exceed amount of $75,000 and a 10% contingency of $7,500, and one (1) 2 -year term extension based upon consultant performance and at the discretion of the City. The cost for traffic control plan review services is completely offset by plan check fees paid for by encroachment permit and developer applicants.

In 2021, RBI conducted a substantial amount of traffic control plan review for the SiFi Project alone between June and December, which exhausted nearly 50% of the three-year contract amount. Since those costs were reimbursed by SiFi pursuant to the City's agreement with them, the City Council approved Amendment No. 1 to increase contract amount by an additional $50,000 for additional traffic control plan check services on February 15, 2022.

Over the past three (3) years, the Division has reviewed and approved an average of 120 engineered traffic control plans every year created by utility companies, contractors, and developers. As a result, the contractual spending authority was exhausted faster than expected. Subsequently, Amendment No. 2 was approved under the City Administrator's authority on August 7, 2023, to increase contract amount by an additional $13,250.

On October 31, 2023, Amendment No. 3 was approved under the City Administrator's authority to extend the contract term for an additional two years. Due to the large amount of encroachment permit application received in the past several years, there is a shortfall in the budget to cover traffic plan check review services through the remainder of the contract term.

In order to maintain the most streamlined and efficient level of service to the community, private development applicants, and utility partners, Staff is recommending approval of 257

Amendment No. 4, increasing the contract not -to -exceed amount by an additional $25,000 to provide additional contractual spending authority for the remainder of the contract term with RBI.

Fiscal Impact Summary:

The recommended actions will approve Amendment No. 4 with RBI Traffic, Inc. to increase the contract amount by $25,000 for a revised not -to -exceed contract amount of $170,750. The anticipated cost for RBI's on -call traffic control and engineering plan check services for the remainder of Fiscal Year (FY) 2024-25 is estimated to be $17,500. To provide sufficient funding for this contract amendment, Staff is also recommending approval of Resolution No.

R-2024-61 (Attachment 2) to amend the FY 24-25 Operating Budget to appropriate $17,500 in additional revenue from engineering plan check fees. This additional revenue will offset the cost for the services. The cost for these services is anticipated to be $7,500 for FY 2025-26 and will be budgeted accordingly. As such, sufficient funds exist for the recommended actions.

Attachments
Attachment 1 - Amendment No. 4 to PSA with RBI Traffic Inc Attachment 1a- Certificate of Insurance for RBI
Attachment 2 - Budget Amendment Resolution No. R-2024-61 258

AMENDMENT NO. 4 TO

PROFESSIONAL SERVICES AGREEMENT
PROVISION OF PLAN CHECKING SERVICES SERVICES WITH RBI TRAFFIC, INC.

This Amendment No. 4 ("Amendment") to the Agreement is made and entered into effective the 17' day of September, 2024, by and between the CITY OF PLACENTIA, a Charter City and Municipal Corporation ("CITY"), and RBI Traffic, Inc., a California corporation (hereinafter "CONTRACTOR"). CITY and CONTRACTOR are sometimes hereinafter individually referred to as "Party" and or collectively referred to as the "Parties." A. Recitals.
(i) CITY and CONTRACTOR entered into a Professional Services Agreement ("Agreement") effective September 17, 2024 through which CONTRACTOR has been providing professional services as more fully explained in the Scope of Services attached to the Agreement as Exhibit "A".
(ii) The Parties now seek to amend the Agreement to increase the contract not -to - exceed amount by Twenty -Five Thousand Dollars ($25,000). (iii) All legal prerequisites to the making of this Amendment have occurred.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Parties agree as follows:

B. Amendment to Agreement.

1. Section 2, Paragraph 1 of the Agreement is hereby amended to read as follows:

2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A". Consultant's total compensation shall not exceed One Hundred Seventy Thousand, Seven Hundred Fifty Dollars ($170,750.00).

2. Except as specifically modified herein, all of the terms, conditions and provisions of the Agreement shall remain in full force and effect.

3. The Agreement, all amendments together with this Amendment No. 4 and all Exhibits attached thereto, constitutes the entire Agreement between the Parties and supersedes all prior negotiations, arrangements, representations, and understandings, if any, made by or between the Parties with respect to the subject matter hereof. No amendment or other modification of the Agreement, as modified by this Amendment No. 4 shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.

4. Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Amendment No. 4 and that such execution is binding upon the entity for which he or she is executing this document.

IN WITNESS WHEREOF, the Parties have caused Amendment No. 4 to the Consulting Services Agreement are to be executed as of the day and year first above written.

259

CONSULTANT CITY OF PLACENTIA
By: By:

William J. Beardsley, Il l Damien R. Arrula
President] City Administrator
ATTEST:

By:

Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:

By:

Christian L. Bettenhausen, City Attorney

260

/
A� o® CERTIFICATE OF LIABILITY INSURANCE

E( M/DD/Y

DATE (MM/DDIYYYY)
8/29/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
AssuredPartners Design Professionals Insurance Services, LLC 3697 Mt. Diablo Blvd Suite 230
Lafayette CA 94549
License#: 6003745

CONTACT
NAME: maren Clark

PHONE FAX
(A/C, No, Ext): 626-696-1899 (A/C, No):

ADDRESS: [email protected]

INSURER(S) AFFORDING COVERAGE
NAIC #
INSURER A: Travelers Casualty and Surety Co of America
31194
INSURED RBITRAF-01
RBI Traffic
1515 Garretson Avenue
Corona CA 92879
INSURERB: Sentinel Insurance Company
11000
INSURER c : Hartford Casualty Insurance Company
29424
INSURER D :

INSURER E :

INSURER F :

COVERAGES
CERTIFICATE NUMBER: 722389900
REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

TYPE OF INSURANCE

INSD DDL
NSD
SWUBR
VD

POLICY NUMBER

POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)
LIMITS
B
X

COMMERCIAL GENERAL LIABILITY
Y
Y
57SBWBM3947
11/15/2023
11/15/2024

EACH OCCURRENCE
$1,000,000

CLAIMS -MADE
X
OCCUR

DAMAGE RETED
PREMISESO(Ea occurrence)
$ 1,000,000
X
Contractual Liab
MED EXP (Any one person)
$ 10,000
Included

PERSONAL & ADV INJURY
$ 1,000,000
GEN'L

AGGREGATE

LIMIT APPLIES

PRO- JECT
X
PER:

LOC

GENERAL AGGREGATE
$2,000,000

PRODUCTS - COMP/OP AGG
$ 2,000,000
$
B

AUTOMOBILE
X

LIABILITY

ANY AUTO
OWNED
x

SCHEDULED
AUTOS

NON -OWNED

AUTOS ONLY
Y
Y
57SBWBM3947
11/15/2023
11/15/2024

COMBINED SINGLE LIMIT
(Ea accident)
$ 1,000,000
BODILY INJURY (Per person)
$
BODILY INJURY (Per accident)
$

PROPERTY DAMAGE
(Per accident)
$

UMBRELLA LIAB

EXCESS LIAB
OCCUR

CLAIMS -MADE

EACH OCCURRENCE
$

AGGREGATE
$
DED
RETENTION $
$
c

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBEREXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y/ N
N / A
Y
57WEGAE2DHH
11/15/2023
11/15/2024
X

PERTUTE
STA
OTH-
ER
E.L. EACH ACCIDENT
$ 1,000,000
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICY LIMIT
$ 1,000,000
A
Professional Liability
Claims Made Form
105369942
11/15/2023
11/15/2024
Per Claim
Aggregate Limit
$1,000,000
$2,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Insured owns no company vehicles; therefore, hired/non-owned auto is the maximum coverage that applies.

Re: All Operations
City of Placentia its elected and appointed boards, officers, officials, employees, agents and volunteers is named as Additional Inured as respects General Liability and Auto Liability. Insurance is Primary/Non-Contributory per policy wording, and Severability of interest applies. Waiver of Subrogation applies to Workers Compensation, General Liability and Auto Liability. See Endorsements attached. 30 Days Notice of Cancellation

CERTIFICATE HOLDER
CANCELLATION 30 Day Notice of Cancellation
City of Placentia
401 E. Chapman Ave
Placentia CA 92870

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
261

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 57WEGAE2DHH Endorsement Number:

Effective Date: 11/15/2023 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: RBI Traffic
1515 Garretson Avenue
Corona, CA 92879
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration.

SCHEDULE
Person or Organization Job Description
Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us
Countersigned by
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.

Policy Expiration Date: 11/15/2024 262

Policy # 57SBWBM3947
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED PROVISIONS - CALIFORNIA
This endorsement modifies insurance provided under the following:

BUSINESS LIABILITY COVERAGE FORM
A. It is agreed that paragraph (2) of subsections 6.d.
and 6.f. of Section C. - WHO IS AN INSURED is
replaced by the following:
(2) The insurance afforded by paragraph (1) above
does not apply if your acts or omissions, or the
acts or omissions of those acting on your behalf,
that are alleged to have caused the "bodily
injury", "property damage" or "personal and
advertising injury", involve professional
architectural, engineering or surveying services,
including but not limited to:
(a) The preparing, approving, editing of or
failure to prepare or approve, shop
drawings, maps, opinions, reports, surveys,
change orders, field orders, designs,
drawings, specifications, warnings,
recommendations, permit applications
payment requests, manuals or instructions;
(b) Supervisory, inspection, quality control,
architectural, engineering or surveying
activities or services;
(c) Maintenance of job site safety, construction
administration, construction contracting,
construction management, computer
consulting or design software development
or programming service, or selection of a
contractor or programming service;
(d) Monitoring, sampling, or testing service
necessary to perform any of the services
included in a. b. or c. above;
(e) Supervision, hiring, employment, training or
monitoring of others who are performing
any of the services included in a., b. or c.
above.

The insurance afforded to such additional
insured:
(a) Only applies to the extent permitted by law;
and
(b) Will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

B. It is agreed that the following paragraphs are added to the end of subsections 1. and 8. of Section F -

OPTIONAL ADDITIONAL INSURED
COVERAGES; and it is agreed the following
paragraphs replace section b. of subsection 9. of
Section F. - OPTIONAL ADDITIONAL INSURED
COVERAGES. These paragraphs do not attach or
amend the language of any of the other subsections
of Section F - OPTIONAL ADDITIONAL INSURED
COVERAGES:

The insurance afforded by this subsection does not
apply if your acts or omissions, or the acts or
omissions of those acting on your behalf, that are
alleged to have caused the "bodily injury", "property
damage" or "personal and advertising injury",
involve professional architectural, engineering or
surveying services, including but not limited to:
(a) The preparing, approving, editing of or
failure to prepare or approve, shop
drawings, maps, opinions, reports, surveys,
change orders, field orders, designs,
drawings, specifications, warnings,
recommendations, permit applications
payment requests, manuals or instructions;
(b) Supervisory, inspection, quality control,
architectural, engineering or surveying
activities or services;
(c) Maintenance of job site safety, construction
administration, construction contracting,
construction management, computer
consulting or design software development
or programming service, or selection of a
contractor or programming service;
(d) Monitoring, sampling, or testing service
necessary to perform any of the services
included in a. b. or c. above;
(e) Supervision, hiring, employment, training or
monitoring of others who are performing any
of the services included in a., b. or c. above.

The insurance afforded to such additional insured:
(a) Only applies to the extent permitted by law;
and
(b) Will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

Form SS 51 14 04 17 Page 1 of 4
© 2017, The Hartford 263

Policy # 57SBWBM3947

BUSINESS LIABILITY COVERAGE FORM
(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by you, any of your
"employees", "volunteer workers",
any partner or member (if you are
a partnership or joint venture), or
any member (if you are a limited
liability company).
b. Real Estate Manager
Any person (other than your "employee" or
"volunteer worker"), or any organization
while acting as your real estate manager.
c. Temporary Custodians Of Your
Property
Any person or organization having proper
temporary custody of your property if you
die, but only:
(1) With respect to liability arising out of the
maintenance or use of that property; and
(2) Until your legal representative has
been appointed.
d. Legal Representative If You Die
Your legal representative if you die, but
only with respect to duties as such. That
representative will have all your rights and
duties under this insurance.
e. Unnamed Subsidiary
Any subsidiary and subsidiary thereof, of
yours which is a legally incorporated entity
of which you own a financial interest of
more than 50% of the voting stock on the
effective date of this Coverage Part.

The insurance afforded herein for any
subsidiary not shown in the Declarations
as a named insured does not apply to
injury or damage with respect to which an
insured under this insurance is also an
insured under another policy or would be
an insured under such policy but for its
termination or upon the exhaustion of its
limits of insurance.

3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and over which you
maintain financial interest of more than 50% of
the voting stock, will qualify as a Named
Insured if there is no other similar insurance
available to that organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier; and
b. Coverage under this provision does not
apply to:
(1) "Bodily injury" or "property damage"
that occurred; or
(2) "Personal and advertising injury"
arising out of an offense committed
before you acquired or formed the
organization.

4. Operator Of Mobile Equipment
With respect to "mobile equipment" registered in
your name under any motor vehicle registration
law, any person is an insured while driving such
equipment along a public highway with your
permission. Any other person or organization
responsible for the conduct of such person is
also an insured, but only with respect to liability
arising out of the operation of the equipment, and
only if no other insurance of any kind is available
to that person or organization for this liability.

However, no person or organization is an insured
with respect to:
a. "Bodily injury" to a co -"employee" of the
person driving the equipment; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.

5. Operator of Nonowned Watercraft
With respect to watercraft you do not own that
is less than 51 feet long and is not being used
to carry persons for a charge, any person is an
insured while operating such watercraft with
your permission. Any other person or
organization responsible for the conduct of
such person is also an insured, but only with
respect to liability arising out of the operation
of the watercraft, and only if no other
insurance of any kind is available to that
person or organization for this liability.

However, no person or organization is an
insured with respect to:
a. "Bodily injury" to a co -"employee" of the
person operating the watercraft; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.

6. Additional Insureds When Required By
Written Contract, Written Agreement Or
Permit
The person(s) or organization(s) identified in
Paragraphs a. through f. below are additional
insureds when you have agreed, in a written
Form SS 00 08 04 05

BUSINESS LIABILITY COVERAGE FORM
Policy # 57SBWBM3947
contract, written agreement or because of a
permit issued by a state or political
subdivision, that such person or organization
be added as an additional insured on your
policy, provided the injury or damage occurs
subsequent to the execution of the contract or
agreement, or the issuance of the permit.

A person or organization is an additional
insured under this provision only for that
period of time required by the contract,
agreement or permit.

However, no such person or organization is an
additional insured under this provision if such
person or organization is included as an
additional insured by an endorsement issued
by us and made a part of this Coverage Part,
including all persons or organizations added
as additional insureds under the specific
additional insured coverage grants in Section
F. — Optional Additional Insured Coverages.
a. Vendors
Any person(s) or organization(s) (referred to
below as vendor), but only with respect to
"bodily injury" or "property damage" arising
out of "your products" which are distributed
or sold in the regular course of the vendor's
business and only if this Coverage Part
provides coverage for "bodily injury" or
"property damage" included within the
"products -completed operations hazard".
(1) The insurance afforded to the vendor
is subject to the following additional
exclusions:

This insurance does not apply to:
(a) "Bodily injury" or "property
damage" for which the vendor is
obligated to pay damages by
reason of the assumption of
liability in a contract or agreement.

This exclusion does not apply to
liability for damages that the
vendor would have in the absence
of the contract or agreement;
(b) Any express warranty
unauthorized by you;
(c) Any physical or chemical change
in the product made intentionally
by the vendor;
(d) Repackaging, except when
unpacked solely for the purpose of
inspection, demonstration, testing,
or the substitution of parts under
instructions from the manufacturer,
and then repackaged in the
original container;
(e) Any failure to make such
inspections, adjustments, tests or
servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products;
(f) Demonstration, installation,
servicing or repair operations,
except such operations performed
at the vendor's premises in
connection with the sale of the
product;
Products which, after distribution
or sale by you, have been labeled
or relabeled or used as a
container, part or ingredient of any
other thing or substance by or for
the vendor; or
(h) "Bodily injury" or "property
damage" arising out of the sole
negligence of the vendor for its
own acts or omissions or those of
its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to:
(g)
(i)
The exceptions contained in
Subparagraphs (d) or (f); or
(ii) Such inspections, adjustments,
tests or servicing as the vendor
has agreed to make or normally
undertakes to make in the usual
course of business, in
connection with the distribution
or sale of the products.
(2) This insurance does not apply to any
insured person or organization from
whom you have acquired such products,
or any ingredient, part or container,
entering into, accompanying or
containing such products.
b. Lessors Of Equipment
(1) Any person or organization from
whom you lease equipment; but only
with respect to their liability for "bodily
injury", "property damage" or
"personal and advertising injury"
caused, in whole or in part, by your
maintenance, operation or use of
equipment leased to you by such
person or organization.

Form SS 00 08 04 05 265

Policy # 57SBWBM3947

BUSINESS LIABILITY COVERAGE FORM
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to any
"occurrence" which takes place after
you cease to lease that equipment.
c. Lessors Of Land Or Premises
(1) Any person or organization from
whom you lease land or premises, but
only with respect to liability arising out
of the ownership, maintenance or use
of that part of the land or premises
leased to you.
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
(a) Any "occurrence" which takes
place after you cease to lease that
land or be a tenant in that
premises; or
(b) Structural alterations, new
construction or demolition
operations performed by or on
behalf of such person or
organization.
d. Architects, Engineers Or Surveyors
(1) Any architect, engineer, or surveyor, but
only with respect to liability for "bodily
injury", "property damage" or "personal
and advertising injury" caused, in whole
or in part, by your acts or omissions or
the acts or omissions of those acting on
your behalf:
(a) In connection with your premises;
or
(b) In the performance of your
ongoing operations performed by
you or on your behalf.
(2) With respect to the insurance afforded
to these additional insureds, the
following additional exclusion applies:

This insurance does not apply to
"bodily injury", "property damage" or
"personal and advertising injury"
arising out of the rendering of or the
failure to render any professional
services by or for you, including:
(a) The preparing, approving, or
failure to prepare or approve,
maps, shop drawings, opinions,
reports, surveys, field orders,
change orders, designs or
drawings and specifications; or
(b) Supervisory,
architectural
activities.
inspection,
or engineering
e. Permits Issued By State Or Political
Subdivisions
(1) Any state or political subdivision, but
only with respect to operations
performed by you or on your behalf for
which the state or political subdivision
has issued a permit.
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
(a) "Bodily injury", "property damage"
or "personal and advertising
injury" arising out of operations
performed for the state or
municipality; or
(b) "Bodily injury" or "property damage"
included within the "products -
completed operations hazard".
f. Any Other Party
(1) Any other person or organization who
is not an insured under Paragraphs a.
through e. above, but only with
respect to liability for "bodily injury",
"property damage" or "personal and
advertising injury" caused, in whole or
in part, by your acts or omissions or
the acts or omissions of those acting
on your behalf:
(a) In the performance of your
ongoing operations;
(b) In connection with your premises
owned by or rented to you; or
(c) In connection with "your work" and
included within the "products -
completed operations hazard", but
only if
(i)
The written contract or written
agreement requires you to
provide such coverage to
such additional insured; and
(ii) This Coverage Part provides
coverage for "bodily injury" or
"property damage" included
within the "products -
completed operations hazard".
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
"Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the rendering of, or the
failure to render, any professional
architectural, engineering or surveying
services, including:

Form SS 00 08 04 05

BUSINESS LIABILITY COVERAGE FORM
Policy # 57SBWBM3947
(a) The preparing, approving, or
failure to prepare or approve,
maps, shop drawings, opinions,
reports, surveys, field orders,
change orders, designs or
drawings and specifications; or
(b) Supervisory,
architectural
activities.
inspection,
or engineering
The limits of insurance that apply to additional
insureds are described in Section D. — Limits
Of Insurance.

How this insurance applies when other
insurance is available to an additional insured
is described in the Other Insurance Condition
in Section E. — Liability And Medical Expenses
General Conditions.

No person or organization is an insured with
respect to the conduct of any current or past
partnership, joint venture or limited liability
company that is not shown as a Named Insured in
the Declarations.

D. LIABILITY AND MEDICAL EXPENSES

LIMITS OF INSURANCE

1. The Most We Will Pay
The Limits of Insurance shown in the
Declarations and the rules below fix the most
we will pay regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing "suits".

2. Aggregate Limits
The most we will pay for:
a. Damages because of "bodily injury" and
"property damage" included in the
"products -completed operations hazard" is
the Products -Completed Operations
Aggregate Limit shown in the
Declarations.
b. Damages because of all other "bodily
injury", "property damage" or "personal
and advertising injury", including medical
expenses, is the General Aggregate Limit
shown in the Declarations.

This General Aggregate Limit applies
separately to each of your "locations"
owned by or rented to you.
"Location" means premises involving the
same or connecting lots, or premises
whose connection is interrupted only by a
street, roadway or right-of-way of a
railroad.

This General Aggregate limit does not
apply to "property damage" to premises
while rented to you or temporarily
occupied by you with permission of the
owner, arising out of fire, lightning or
explosion.

3. Each Occurrence Limit
Subject to 2.a. or 2.b above, whichever
applies, the most we will pay for the sum of all
damages because of all "bodily injury",
"property damage" and medical expenses
arising out of any one "occurrence" is the
Liability and Medical Expenses Limit shown in
the Declarations.

The most we will pay for all medical expenses
because of "bodily injury" sustained by any
one person is the Medical Expenses Limit
shown in the Declarations.

4. Personal And Advertising Injury Limit
Subject to 2.b. above, the most we will pay for
the sum of all damages because of all
"personal and advertising injury" sustained by
any one person or organization is the Personal
and Advertising Injury Limit shown in the
Declarations.

5. Damage To Premises Rented To You Limit
The Damage To Premises Rented To You
Limit is the most we will pay under Business
Liability Coverage for damages because of
"property damage" to any one premises, while
rented to you, or in the case of damage by fire,
lightning or explosion, while rented to you or
temporarily occupied by you with permission of
the owner.

In the case of damage by fire, lightning or
explosion, the Damage to Premises Rented To
You Limit applies to all damage proximately
caused by the same event, whether such
damage results from fire, lightning or explosion
or any combination of these.

6. How Limits Apply To Additional Insureds
The most we will pay on behalf of a person or
organization who is an additional insured
under this Coverage Part is the lesser of:
a. The limits of insurance specified in a
written contract, written agreement or
permit issued by a state or political
subdivision; or
b. The Limits of Insurance shown in the
Declarations.

Such amount shall be a part of and not in
addition to the Limits of Insurance shown in
the Declarations and described in this Section.

Form SS 00 08 04 05 267

Policy # 57SBWBM3947

BUSINESS LIABILITY COVERAGE FORM
If more than one limit of insurance under this
policy and any endorsements attached thereto
applies to any claim or "suit", the most we will pay
under this policy and the endorsements is the
single highest limit of liability of all coverages
applicable to such claim or "suit". However, this
paragraph does not apply to the Medical Expenses
limit set forth in Paragraph 3. above.

The Limits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to
any remaining period of less than 12 months, starting
with the beginning of the policy period shown in the
Declarations, unless the policy period is extended
after issuance for an additional period of less than 12 months. In that case, the additional period will be
deemed part of the last preceding period for purposes
of determining the Limits of Insurance.

E. LIABILITY AND MEDICAL EXPENSES

GENERAL CONDITIONS

1. Bankruptcy
Bankruptcy or insolvency of the insured or of
the insured's estate will not relieve us of our
obligations under this Coverage Part.

2. Duties In The Event Of Occurrence,
Offense, Claim Or Suit
a. Notice Of Occurrence Or Offense
You or any additional insured must see to
it that we are notified as soon as
practicable of an "occurrence" or an
offense which may result in a claim. To
the extent possible, notice should include:
(1) How, when and where the "occurrence"
or offense took place;
(2) The names and addresses of any
injured persons and witnesses; and
(3) The nature and location of any injury
or damage arising out of the
"occurrence" or offense.
b. Notice Of Claim
If a claim is made or "suit" is brought
against any insured, you or any additional
insured must:
(1) Immediately record the specifics of the
claim or "suit" and the date received;
and
(2) Notify us as soon as practicable.

You or any additional insured must see to
it that we receive a written notice of the
claim or "suit" as soon as practicable.
c. Assistance And Cooperation Of The
Insured
You and any other involved insured must:
f. Knowledge Of An Occurrence, Offense,
Claim Or Suit
Paragraphs a. and b. apply to you or to
any additional insured only when such
"occurrence", offense, claim or "suit" is
known to:
(1) You or any additional insured that is
an individual;
(2) Any partner, if you or an additional
insured is a partnership;
Any manager, if you or an additional
insured is a limited liability company;
(4) Any "executive officer" or insurance
manager, if you or an additional
insured is a corporation;
Any trustee, if you or an additional
insured is a trust; or
(6) Any elected or appointed official, if you
or an additional insured is a political
subdivision or public entity.
(1) Immediately send us copies of any
demands, notices, summonses or
legal papers received in connection
with the claim or "suit";
(2) Authorize us to obtain records and
other information;
(3) Cooperate with us in the investigation,
settlement of the claim or defense
against the "suit"; and
(4) Assist us, upon our request, in the
enforcement of any right against any
person or organization that may be
liable to the insured because of injury
or damage to which this insurance
may also apply.
d. Obligations At The Insured's Own Cost
No insured will, except at that insured's own
cost, voluntarily make a payment, assume
any obligation, or incur any expense, other
than for first aid, without our consent.
e. Additional Insured's Other Insurance
If we cover a claim or "suit" under this
Coverage Part that may also be covered
by other insurance available to an
additional insured, such additional insured
must submit such claim or "suit" to the
other insurer for defense and indemnity.

However, this provision does not apply to
the extent that you have agreed in a
written contract, written agreement or
permit that this insurance is primary and
non-contributory with the additional
insured's own insurance.
(3)
(5)
Form SS 00 08 04 05

BUSINESS LIABILITY COVERAGE FORM
Policy # 57SBWBM3947
This Paragraph f. applies separately to
you and any additional insured.

3. Financial Responsibility Laws
a. When this policy is certified as proof of
financial responsibility for the future under
the provisions of any motor vehicle
financial responsibility law, the insurance
provided by the policy for "bodily injury"
liability and "property damage" liability will
comply with the provisions of the law to
the extent of the coverage and limits of
insurance required by that law.
b. With respect to "mobile equipment" to
which this insurance applies, we will
provide any liability, uninsured motorists,
underinsured motorists, no-fault or other
coverage required by any motor vehicle
law. We will provide the required limits for
those coverages.

4. Legal Action Against Us
No person or organization has a right under
this Coverage Form:
a. To join us as a party or otherwise bring us
into a "suit" asking for damages from an
insured; or
b. To sue us on this Coverage Form unless
all of its terms have been fully complied
with.

A person or organization may sue us to recover
on an agreed settlement or on a final judgment
against an insured; but we will not be liable for
damages that are not payable under the terms of
this insurance or that are in excess of the
applicable limit of insurance. An agreed
settlement means a settlement and release of
liability signed by us, the insured and the
claimant or the claimant's legal representative.

5. Separation Of Insureds
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned
in this policy to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom
a claim is made or "suit" is brought.

6. Representations
a. When You Accept This Policy
By accepting this policy, you agree:
(1) The statements in the Declarations
are accurate and complete;
(2) Those statements are based upon
representations you made to us; and
(3) We have issued this policy in reliance
upon your representations.
b. Unintentional Failure To Disclose
Hazards
If unintentionally you should fail to disclose
all hazards relating to the conduct of your
business at the inception date of this
Coverage Part, we shall not deny any
coverage under this Coverage Part
because of such failure.

7. Other Insurance
If other valid and collectible insurance is
available for a loss we cover under this
Coverage Part, our obligations are limited as
follows:
a. Primary Insurance
This insurance is primary except when b.
below applies. If other insurance is also
primary, we will share with all that other
insurance by the method described in c.
below.
b. Excess Insurance
This insurance is excess over any of the
other insurance, whether primary, excess,
contingent or on any other basis:
(1) Your Work
That is Fire, Extended Coverage,
Builder's Risk, Installation Risk or
similar coverage for "your work";
(2) Premises Rented To You
That is fire, lightning or explosion
insurance for premises rented to you
or temporarily occupied by you with
permission of the owner;
Tenant Liability
That is insurance purchased by you to
cover your liability as a tenant for
"property damage" to premises rented
to you or temporarily occupied by you
with permission of the owner;
(4) Aircraft, Auto Or Watercraft
If the loss arises out of the maintenance
or use of aircraft, "autos" or watercraft to
the extent not subject to Exclusion g. of
Section A. — Coverages.

Property Damage To Borrowed
Equipment Or Use Of Elevators
If the loss arises out of "property
damage" to borrowed equipment or
the use of elevators to the extent not
subject to Exclusion k. of Section A. —
Coverages.
(3)
(5)

Form SS 00 08 04 05 269

Policy # 57SBWBM3947

BUSINESS LIABILITY COVERAGE FORM
(7)
(6) When You Are Added As An
Additional Insured To Other
Insurance
That is other insurance available to
you covering liability for damages
arising out of the premises or
operations, or products and completed
operations, for which you have been
added as an additional insured by that
insurance; or
When You Add Others As An
Additional Insured To This
Insurance
That is other insurance available to an
additional insured.

However, the following provisions
apply to other insurance available to
any person or organization who is an
additional insured under this Coverage
Part:
(a) Primary Insurance When
Required By Contract
This insurance is primary if you
have agreed in a written contract,
written agreement or permit that
this insurance be primary. If other
insurance is also primary, we will
share with all that other insurance
by the method described in c.
below.
(b) Primary And Non -Contributory
To Other Insurance When
Required By Contract
If you have agreed in a written
contract, written agreement or
permit that this insurance is
primary and non-contributory with
the additional insured's own
insurance, this insurance is
primary and we will not seek
contribution from that other
insurance.

Paragraphs (a) and (b) do not apply to
other insurance to which the additional
insured has been added as an
additional insured.

When this insurance is excess, we will
have no duty under this Coverage Part to
defend the insured against any "suit" if any
other insurer has a duty to defend the
insured against that "suit". If no other
insurer defends, we will undertake to do
so, but we will be entitled to the insured's
rights against all those other insurers.

When this insurance is excess over other
insurance, we will pay only our share of
the amount of the loss, if any, that
exceeds the sum of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self -
insured amounts under all that other
insurance.

We will share the remaining loss, if any, with
any other insurance that is not described in
this Excess Insurance provision and was not
bought specifically to apply in excess of the
Limits of Insurance shown in the
Declarations of this Coverage Part.
c. Method Of Sharing
If all the other insurance permits
contribution by equal shares, we will follow
this method also. Under this approach,
each insurer contributes equal amounts
until it has paid its applicable limit of
insurance or none of the loss remains,
whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will
contribute by limits. Under this method, each
insurer's share is based on the ratio of its
applicable limit of insurance to the total
applicable limits of insurance of all insurers.

8. Transfer Of Rights Of Recovery Against
Others To Us
a. Transfer Of Rights Of Recovery
If the insured has rights to recover all or
part of any payment, including
Supplementary Payments, we have made
under this Coverage Part, those rights are
transferred to us. The insured must do
nothing after loss to impair them. At our
request, the insured will bring "suit" or
transfer those rights to us and help us
enforce them. This condition does not
apply to Medical Expenses Coverage.
b. Waiver Of Rights Of Recovery (Waiver
Of Subrogation)
If the insured has waived any rights of
recovery against any person or
organization for all or part of any payment,
including Supplementary Payments, we
have made under this Coverage Part, we
also waive that right, provided the insured
waived their rights of recovery against
such person or organization in a contract,
agreement or permit that was executed
prior to the injury or damage.

Form SS 00 08 04 05

Policy # 57SBWBM3947
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

HIRED AUTO AND NON -OWNED AUTO
This endorsement modifies insurance provided under the following:

BUSINESS LIABILITY COVERAGE FORM
This coverage is subject to all provisions in the
BUSINESS LIABILITY COVERAGE FORM not
expressly modified herein:

A. Amended Coverage:

Coverage is extended to "bodily injury" and
"property damage" arising out of the use of a "hired
auto" and "non -owned auto".

B. Paragraph B. EXCLUSIONS is amended as
follows:

1. Exclusion g. Aircraft, Auto or Watercraft does
not apply to a "hired auto" or a "non -owned
auto".

2. Exclusion e. Employers Liability does not
apply to "bodily injury" to domestic "employees"
not entitled to workers' compensation benefits
or to liability assumed by the "insured" under an
"insured contract".

3. Exclusion f. Pollution is replaced by the
following:
"Bodily injury" or "property damage" arising out
of the actual, alleged or threatened discharge,
dispersal, seepage, migration, release or
escape of "pollutants":
a. That are, or that are contained in any
property that is:
(1) Being transported or towed by, handled,
or handled for movement into, onto or
from, the covered "auto";
(2) Otherwise in the course of transit by or
on behalf of the "insured"; or
Being stored, disposed of, treated or
processed in or upon the covered
"auto".
b. Before the "pollutants" or any property in
which the "pollutants" are contained are
(3)
moved from the place where they are
accepted by the "insured" for movement into
or onto the covered "auto"; or
c. After the "pollutants" or any property in
which the "pollutants" are contained are
moved from the covered "auto" to the place
where they are finally delivered, disposed of
or abandoned by the "insured".

Paragraph a. above does not apply to fuels,
lubricants, fluids, exhaust gases or other
similar "pollutants" that are needed for or
result from the normal electrical, hydraulic
or mechanical functioning of the covered
"auto" or its parts, if:
(1) The "pollutants" escape, seep, migrate,
or are discharged or released directly
from an "auto" part designed by its
manufacturer to hold, store, receive, or
dispose of such "pollutants"; and
(2) The "bodily injury" and "property
damage" does not arise out of the
operation of any equipment listed in
paragraphs 15.b. and 15.c. of the
definition of "mobile equipment".

Paragraphs b. and c. above do not apply to
"accidents" that occur away from premises
owned by or rented to an "insured" with
respect to "pollutants" not in or upon a
covered "auto" if:
(1) The "pollutants" or any property in
which the "pollutants" are contained are
upset, overturned or damaged as a
result of the maintenance or use of a
covered "auto"; and
Form SS 04 38 09 09
© 2009, The Hartford
(Includes copyrighted material of ISO Properties, Inc., with its permission)

271

Policy # 57SBWBM3947
(2) The discharge, dispersal, seepage,
migration, release or escape of the
"pollutants" is caused directly by such
upset, overturn or damage as a result of
the maintenance or use of a covered
"auto".

4. With respect to this coverage, the following
additional exclusions apply:
a. Fellow employee
Coverage does not apply to "bodily injury" to
any fellow "employee" of the "insured"
arising out of the operation of an "auto"
owned by the "insured" in the course of the
fellow "employee's" employment.
b. Care, custody or control
Coverage does not apply to "property
damage" involving property owned or
transported by the "insured" or in the
"insured's" care, custody or control.

C. With respect to "hired auto" and "non -owned auto"
coverage, Paragraph C. WHO IS AN INSURED is
deleted and replaced by the following:

The following are "insureds":
a. You.
b. Your "employee" while using with your
permission:
(1) An "auto" you hire or borrow; or
(2) An "auto" you don't own, hire or borrow in
your business or personal affairs; or
(3) An "auto" hired or rented by your
"employee" on your behalf and at your
direction.
c. Anyone else while using a "hired auto" or "non -
owned auto" with your permission except:
(1) The owner or anyone else from whom you
hire or borrow an "auto".
(2) Someone using an auto while he or she is
working in a business of selling, servicing,
repairing, parking or storing "autos" unless
that business is yours.

Anyone other than your "employees",
partners (if you are a partnership), members
(if you are a limited liability company), or a
lessee or borrower or any of their
"employees", while moving property to or
from an "auto".
(4) A partner (if you are a partnership), or a
member (if you are a limited liability
(3)
company) for an "auto" owned by him or her
or a member of his or her household.
d. Anyone liable for the conduct of an "insured"
described above but only to the extent of that
liability.

D. With respect to the operation of a "hired auto" and
"non -owned auto", the following additional
conditions apply:

1. OTHER INSURANCE
a. Except for any liability assumed under an
"insured contract" the insurance provided by
this Coverage Form is excess over any
other collectible insurance.

However, if your business is the selling,
servicing, repairing, parking or storage of
"autos", the insurance provided by this
endorsement is primary when covered
"bodily injury" or "property damage" arises
out of the operation of a customer's "auto"
by you or your "employee".
b. When this Coverage Form and any other
Coverage Form or policy covers on the
same basis, either excess or primary, we
will pay only our share. Our share is the
proportion that the Limit of Insurance of our
Coverage Form bears to the total of the
limits of all the Coverage Forms and policies
covering on the same basis.

2. TWO OR MORE COVERAGE FORMS OR

POLICIES ISSUED BY US
If the Coverage Form and any other Coverage
Form or policy issued to you by us or any
company affiliated with us apply to the same
"accident", the aggregate maximum Limit of
Insurance under all the Coverage Forms or
policies shall not exceed the highest applicable
Limit of Insurance under any one Coverage
Form or policy. This condition does not apply to
any Coverage Form or policy issued by us or an
affiliated company specifically to apply as
excess insurance over this Coverage Form.

E. The following definitions are added:

G. LIABILITY AND MEDICAL EXPENSES
DEFINITIONS:

1. "Hired auto" means any "auto" you lease,
hire, rent or borrow. This does not include
any auto you lease, hire, rent or borrow
from any of your "employees", your partners
(if you are a partnership), members (if you
are a limited liability company),

272

Policy # 57SBWBM3947
or your "executive officers" or members of
their households.

This does not include a long-term leased
"auto" that you insure as an owned "auto"
under any other auto liability insurance
policy or a temporary substitute for an
"auto" you own that is out of service
because of its breakdown, repair, servicing
or destruction.

2. "Non -owned auto " means any "auto" you
do not own, lease, hire, rent or borrow
which is used in connection with your
business. This includes:
a. "Autos" owned by your "employees" your
partners (if you are a partnership),
members (if you are a limited liability
company), or your "executive officers",
or members of their households, but
only while used in your business or your
personal affairs.
b. Customer's "auto" that is in your care,
custody or control for service.

Form SS 04 38 09 09 Page 3 of 3
273

RESOLUTION NO. R-2024-61

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PLACENTIA, CALIFORNIA AUTHORIZING A BUDGET
AMENDMENT IN FISCAL YEAR 2024-25 IN COMPLIANCE
WITH CITY CHARTER OF THE CITY OF PLACENTIA §§ 1206
AND 1209 PERTAINING TO APPROPRIATIONS FOR
ACTUAL EXPENDITURES.

A. Recitals.
(i). The adopted budget for the 2024-25 Fiscal Year sets out estimated appropriations for City expenses throughout the year.
(ii). From time to time the adopted budget must be adjusted when precise expenditures are finally determined or when estimated expenditures exceed projected costs allocated.
(iii). City Charter of the City of Placentia § 1206 authorizes the City Council to amend or supplement the budget by motion adopted by the affirmative votes of at least three members to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenues not included in the budget. All other legal prerequisites to the adoption of this Resolution have occurred.

B. Resolution.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLACENTIA DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:

1. In all respects as set forth in the Recitals, Part A., of this Resolution.

2. The adopted budget for Fiscal Year 2024-25, via Resolution No. R-2024-38 is hereby amended to reflect the following expenditure of funds from the Account specified to the Account specified:

Fund
Description
Department
GL Account
Amount
Type
General Fund
Engineering
Fees
Public Works
103590-4310
$17,500
Revenue
General Fund
Department
Contract
Services
Public Works
103590-6290
$17,500
Expense

3. The Mayor shall sign this resolution, and the City Clerk shall attest and certify to the passage and adoption thereof.

Resolution R-2024-61

274

PASSED, ADOPTED AND APPROVED THIS 17th DAY OF SEPTEMBER 2024.

Jeremy Yamaguchi, Mayor
ATTEST:

Robert S. McKinnell, City Clerk

STATE OF CALIFORNIA

COUNTY OF ORANGE
I, Robert S. McKinnell, City Clerk of the City of Placentia, do hereby certify that the foregoing resolution was adopted at a regular meeting of the City Council of the City of Placentia held on the 17th day of September 2024 by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:

Christian Bettenhausen, City Attorney
Resolution R-2024-61

275

Agenda Item No: 1 .i

PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: September 17, 2024
Submitted by: Jeannette Ortega
From: Community Services
Subject:

Award of Contract to Facility Solutions Group (FSG) for the Purchase and Installation of the Tuffree Parks Sports Fields Lighting Project, CIP Project No. 7506 Financial Impact:

Expense: S240,883.85 Total Project Cost
$218,985.32 Contract Cost
$ 21,898.53 Contract Contingency
Budget: $241,000.00 Total Project Budget
$185,000.00 Measure U (797506-6760)
$ 56,000.00 Park & Rec Impact Fees (637506-6760)
Summary:

The Placentia Parks Initiative ("PPI)" is a citywide initiative which is aimed at establishing a significant capital investment into the City's parks and open space by improving and renovating aging park infrastructure and amenities over the course of the next five (5) fiscal years. At the May 18, 2021, meeting, the City Council approved the PPI as a tool to be utilized for prioritizing park and building improvement projects as funding becomes available. Included in the PPI was the renovation of the Tuffree Park baseball field lighting system and the pickleball/tennis courts lighting.

The project will include the complete removal and replacement of the Tuffree park baseball field lighting and pickleball/tennis courts lighting. The current lighting systems at the baseball fields and at the pickleball/tennis courts are past their functional lifetime and require replacement. The new lighting will make playing conditions at the baseball fields and pickleball/tennis courts much safer and enhance over all park conditions. The proposed action will approve the Tuffree Parks Sports Fields Lighting Project and will award a Public Works Agreement to Facility Solutions Group (FSG), for the purchase and installation of the lighting equipment in the amount of $218.985.32, satisfying CIP project No.7506, as outlined in the PPI.

Recommendation:

Recommended Action: It is recommended that the City Council:

1. Award a Public Works Agreement to Facility Solutions Group (FSG) for the Tuffree Parks Sports Fields Lighting Project in the amount of $218,985.32, CIP Project No. 7506; and
276

2. Adopt Resolution No. R-2024-64, A Resolution of the City Council of the City of Placentia, California authorizing a budget amendment in Fiscal Year 2024-25 in compliance with City Charter of the City of Placentia §§1206 and 1209 pertaining to appropriations for actual expenditures; and

3. Authorize the City Administrator to approve contract change orders up to ten precent (10%) of the contract amount, or $21,898.53 for a not -to -exceed total contract amount of $240,883.85; and

4. Authorize the City Administrator and/or his designee to execute all necessary documents, in a form approved by the City Attorney.

Strategic Plan Statement:

This item is consistent with the City Council approved 5 -Year Strategic Plan Goal to Implement Public Infrastructure to Meet Community Needs and complete the Placentia Parks Initiative, under Objective #5.2.

Discussion:

At the May 18, 2021, City Council meeting, the City Council approved the Placentia Parks Initiative (PPI) as a tool to be utilized for prioritizing park and building improvement projects as funding becomes available. Included in the PPI was the renovation of the Tuffree Park baseball field and pickleball/tennis courts lighting renovation project. The project will include the complete removal and replacement of the existing lighting at the two (2) baseball fields (SB1 and SB2) located at Tuffree park and the removal and replacement of the lighting on the pickleball/tennis courts.

The project scope will upgrade the baseball field lighting to LED's and will replace 56 existing metal halide sports lighting fixtures with new Cooper/Ephesus LED sports lighting fixtures to include Airmesh controls and a ten (10) year labor warranty. The pickleball/tennis courts lighting will replace the metal halide area lights with new Revo Spartan LED fixtures. Three (3) of the fixtures will include motion sensors that are pointed towards the direction of the parking lot to further enhance safety in the park. The lighting renovation project will provide for a safer play experience for those youth and adults utilizing the spaces.

Pursuant to the City of Placentia Municipal Code, Section 3.08.070, purchases of supplies, services and equipment may forego bid procedures when participating in an established governmental cooperative purchasing program. Staff solicited a proposal from Facility Solutions Group (FSG), who is a commercial lighting & electrical contractor. The quote received from FSG is reflective of a cooperative purchasing agreement through Sourcewell, a national cooperative purchasing organization, under Sourcewell Contract No. CA-R8-E02- 123021-FSG (Attachment 3). The City of Placentia is a member of Sourcewell and has used Sourcewell contracts in the past. Therefore, under the City's purchasing policy, the City may award the proposed contract without competitive procurement. As such, Staff recommends the City Council award a construction contract to FSG in the amount of $218,985.32 and authorize a construction contingency in the amount $21,898.53 for change orders related to unforeseen conditions encountered during construction.

Upon approval, Staff will work with Facility Solutions Group (FSG), to order and finalize the installation of the equipment for the Tuffree park lighting renovation project. Staff recommends the City Council award a Public Works Agreement to FSG, for the purchase and installation of the lighting equipment in the amount of $218,985.32.
277

Fiscal Impact Summary:

The total project cost for the Tuffree Parks Sports Fields Lighting Project amounts to $240,883.85. This consist of the proposal from Facility Solutions Group in the amount of $218,985.32 to purchase and install the lighting equipment and construction contingency in the amount of $21,898.53 for unforeseen conditions. A total of $185,000 in Measure U Funds was budgeted for this project in the adopted Fiscal Year 2024-25 Capital Improvement Program. To provide sufficient funding the project, Staff is also recommending Resolution R- 2024-64 (Attachment 2) to appropriate $56,000 in available Park & Rec Impact Fees funds to support the cost of the proposed project. As such, sufficient funds exist for the recommended actions.

Attachments
Attachment 1 - Agreement FSG Lighting at Tuffree
Attachment 1 a Insurance
Attachment 2 - Proposal from Facility Solutions Group
Attachment 3 - Budget Amendment Resolution No. R-2024-64- Tuffree Park Lighting Project.

Attachment 4 - Sourcewell Contract No. CA-R8-E02-123021-FSG Attachment 4a - Standard 5 Year Warranty - Revo Fixtures (002).pdf 278

Project No.

CITY OF PLACENTIA

PUBLIC WORKS AGREEMENT FOR

FACILITY SOLUTIONS GROUP
THIS AGREEMENT (herein "Agreement") is made and entered into this 17th day of September, 2024 by and between the CITY OF PLACENTIA, a municipal corporation and charter city, (herein "City") and FACILITY SOLUTIONS GROUP (herein "Contractor"). The parties hereto agree as follows:

WITNESSETH:

A. WHEREAS, City requires the construction of Tuffree Park Sports Lighting at the Baseball Fields and Tennis Court/Pickball Courts as set forth more fully in this Agreement.

B. WHEREAS, Contractor represents to City that Contractor is qualified to perform said work and has submitted a proposal to City for the same.

C. WHEREAS, City desires to have Contractor perform said services on the terms and conditions set forth herein.

D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Contractor hereby agree as follows:

1.0 DEFINITIONS

1.1 Definitions. As used in this Agreement, the following definitions shall be applicable:
(a) Contractor. Contractor shall mean Facility Solutions Group a (California corporation, partnership, individual) located at 801 Richfield Road, Placentia, CA 92870.
(b) City. City shall mean the City of Placentia, a Municipal Corporation and Charter City, located at 401 E. Chapman Ave., Placentia, California 92870. (c) City Council. City Council shall mean the City Council of the City of Placentia.
(d) Contract Officer. Contract Officer shall mean the person designated by the City Administrator or City Engineer of City and shall have the duties set forth in Section 5.2.
(e) Services. Services shall mean the services to be performed by the Contractor pursuant to this Agreement.
1 279

Project No.
(f)
Satisfactory. Satisfactory shall mean satisfactory to the City Administrator or his/her designee.

2.0 SERVICES OF CONTRACTOR

2.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended.

2.2 Documents Included in Contract. This contract consists of this Agreement and any Exhibits, which are incorporated herein by this reference. In the event of an inconsistency, the terms of this Agreement shall govern.

2.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State, or local governmental agency having jurisdiction in effect at the time service is rendered, including but not limited to, the claims procedure set forth in Public Contract Code Section 9204, a summary of which is attached to this agreement as Exhibit "E".

2.4 Licenses, Permits, Fees, and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement, including registration with the Department of Industrial Relations of the State of California as required by Labor Code Section 1725.5 before commencing performance under this Agreement. Contractor 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 Contractor's performance of the services required by this Agreement, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City hereunder.

Contractor shall be responsible for all subcontractors' compliance with this Section 2.4.

2.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer.

2.6 Standard of Performance. Contractor, its subcontractors, and their employees, in the performance of Contractor's work under this Agreement, shall be responsible for exercising the 2 280

Project No.
degree of skill and care required by customarily accepted good professional practices and procedures used in the Contractor's field.

Any costs for failure to meet the foregoing standard or to correct otherwise defective work that requires re -performance of the work, shall be borne in total by the Contractor and not by the City. The failure of a project to achieve the performance goals and objectives stated in this Agreement is not a basis for requesting re -performance unless the work conducted by Contractor and/or its subcontractors is deemed by the City to have failed the foregoing standard of performance.

In the event Contractor fails to perform in accordance with the above standard:

1. Contractor will re -perform, at its own expense, any task which was not performed to the reasonable satisfaction of City. Any work re -performed pursuant to this paragraph shall be completed within the time limitations originally set forth for the specific task involved.

Contractor shall work any overtime required to meet the deadline for the task at no additional cost to the City;

2. The City shall provide a new schedule for the re -performance of any task pursuant to this paragraph in the event that re -performance of a task within the original time limitations is not feasible; and

3. The City shall have the option to direct Contractor not to re -perform any task which was not performed to the reasonable satisfaction of the City Project Manager pursuant to application of (1) and (2) above. In the event the City directs Contractor not to re -perform a task, the City shall negotiate a reasonable settlement for satisfactory work performed.

No previous payment shall be considered a waiver of the City's right to reimbursement.

Nothing contained in this section is intended to limit any of the rights or remedies which the City may have under law.

2.7 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence.

2.8 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. Contractor shall require all subcontractors to comply with the provisions of this agreement.

2.9 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum as set forth in Section

3.1, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of ten percent (10%) or less of the Contract Sum, or in the time to perform of one hundred eighty (180) days or less, may be approved 3 281

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by the Contract Officer. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor 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 Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore.

2.10 Prevailing Wage Laws. Contractor represents and warrants that it is registered with the Department of Industrial Relations as required by SB 854 and Labor Code 1725.5 and understands that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractor shall ensure that its subcontractors comply with said requirements. Contractor shall comply with Labor Code Section 1771.4 and shall post all legally required job site notices. In accordance with Labor Code Section 1770 et seq., the Director of the Department of Industrial Relations of the State of California has ascertained a general prevailing rate of wages, which is the minimum amount, which shall be paid to all workers employed to perform the work pursuant to this Agreement. A copy of the general prevailing wage rate determination is on file in the Office of the City Clerk and is hereby incorporated by reference into this Agreement. In accordance with the provisions of Labor Code Section 1810 et seq., eight (8) hours is the legal working day. Contractor must forfeit to the City Twenty Five Dollars ($25.00) a day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime.

Contractor is required to post a copy of such wage rates at all times at the contract site. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Contractor also shall comply with State law requirements to maintain payroll records and shall provide for certified records and inspection of records as required by California Labor Code Section 1770 et. seq., including Section 1776. Contractor shall comply with all statutory requirements relating to the employment of apprentices.

3.0 COMPENSATION

3.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated as specified herein, but not exceeding the maximum contract amount of Two Hundred and Eighteen Thousand Nine Hundred and Eighty -Five Dollars and Thirty - Two Cents ($218,985.32) (herein "Contract Sum"), except as provided in Section 2.9. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings.

3.2 Progress Payments. Prior to the first day of the month, during the progress of the work, commencing on the day and month specified in the Agreement, Contractor shall submit to the Contract Officer a complete itemized statement of all labor and materials incorporated into the work during the preceding month and the portion of the contract sum applicable thereto. Upon approval in writing by the Contract Officer, payment shall be made in thirty (30) days. City shall pay Contractor a sum based upon ninety-five percent (95%) of the contract price apportionment of the labor and materials incorporated into the work under the contract during the month covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security. Refer to Section 8.4 of this Agreement for retention of funds.

4.0 PERFORMANCE SCHEDULE

4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4 282

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4.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "B", and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Scope of Services may be approved in writing by the Contract Officer.

4.3 Force Majeure. The time period(s) specified in the Scope of Services for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, 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 Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes for the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement.

4.4 Term. Unless earlier terminated in accordance with Section 8.9 of this Agreement, this Agreement shall continue in full force and effect until final approval and acceptance of the project by the Contract Officer. Notwithstanding the foregoing, this Agreement shall terminate no later than June 30, 2025, unless the parties mutually agree in writing to extend the term.

5.0 COORDINATION OF WORK

5.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Chad Owens
800-265-0439
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder.

For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City.

5.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Administrator or City Engineer of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

5.3 Prohibition Against Assignment. The experience, knowledge, capability, and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Neither this Agreement nor any interest herein may be transferred, 5 283

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assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

5.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its subcontractors, agents, or employees, performs the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Contractor's employees, subcontractors, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its subcontractors, agents, or employees are agents or employees of City.

City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venture or a member of any joint enterprise with Contractor.

5.5 Identity of Persons Performing Work. Contractor represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all tasks and services set forth herein. Contractor represents that the tasks and services required herein will be performed by Contractor 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 State and local law to perform such tasks and services.

5.6 Utility Relocation. City is responsible for removal, relocation, or protection of existing main or trunkline utilities to the extent such utilities were not identified in the invitation for bids or specifications. City shall reimburse contractor for any costs incurred in locating, repairing damage not caused by contractor, and removing or relocating such unidentified utility facilities, including equipment idled during such work. Contractor shall not be assessed liquidated damages for delay arising from the removal or relocation of such unidentified utility facilities.

5.7 Trenches or Excavations. Pursuant to California Public Contract Code Section 7104, in the event the work included in this Agreement requires excavations more than four (4) feet in depth, the following shall apply.
(a) Contractor shall promptly, and before the following conditions are disturbed, notify City, in writing, of any: (1) material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class II I disposal site in accordance with provisions of existing law; (2) Subsurface or latent physical conditions at the site different from those indicated; or (3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the contract.
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(b) City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work shall issue a change order per Section 2.9 of this Agreement.
(c) That, in the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date provided for by the contract, but shall proceed with all work to be performed under the contract. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties.

6.0 INSURANCE, INDEMNIFICATION, AND BONDS

6.1 Insurance. The Contractor and all subcontractors, if any, shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement, including any extension thereof, insurance as set forth in Exhibit "C" attached hereto and incorporated herein by this reference.

Conditions:

In accordance with Public Contract Code Section 20170, the insurance of surety companies who provide or issue the policy shall have been admitted to do business in the State of California with a credit rating of A- or better.

The City of Placentia, its officers, officials, employees, agents, and volunteers shall be named as additional insureds.

Prior to commencement of any work under this contract, Contractor shall deliver to the City insurance endorsements confirming the existence of the insurance required by this contract, and including the applicable clauses as set forth in Exhibit "C" attached hereto and incorporated herein by this reference.

Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signatory's company affiliation and title. Should it be deemed necessary by the City, it shall be Contractor's responsibility to see that the City receives documentation, acceptable to the City, which sustains that the individual signing said endorsements is indeed authorized to do so by the insurance company.

If the Contractor fails to maintain the aforementioned insurance, or secure and maintain the aforementioned endorsement, the City may obtain such insurance, and deduct and retain the amount of the premiums for such insurance from any sums due under the agreement. However, procuring of said insurance by the City is an alternative to other remedies the City may have, and is not the exclusive remedy for failure of Contractor to maintain said insurance or secure said endorsement. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which 7 285

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became due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof.

Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement.

Each contract between the Contractor and any subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section 6.1.

6.2 Certificates of Insurance. Contractor shall provide to City certificates of insurance showing the insurance coverages, as well as providing the City with the required endorsements, in a form and content approved by City, prior to performing any services under this Agreement.

The certificates of insurance and endorsements shall be attached to this Agreement as Exhibit "D" and are incorporated herein by this reference.

6.3 Indemnification. Contractor shall protect, defend, indemnify, and hold free and harmless the City of Placentia, its officers, officials, employees, agents, and volunteers, at Contractor's sole expense, from and against any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities (herein "claims or liabilities") that may be asserted or claimed by any person, firm, or entity arising or alleged to arise out of or in any way connected with the performance of the work, operations, or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising or alleged to arise from the acts or omissions of Contractor hereunder, or arising or alleged to arise from Contractor's performance of or failure to perform any term, provision, covenant or condition of this Agreement including all acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of the Contractor, its employees, and/or subcontractors. (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith. (b) Contractor will promptly pay any judgment rendered against the City, its officers, officials, employees, agents, or volunteers for any such claims or liabilities arising or alleged to arise out of or in connection with Contractor's (or its agents', employees', subcontractors', or invitees') negligent performance of or failure to perform such work, operations, or activities hereunder; and Contractor agrees to save and hold the City, its officers, officials, employees, agents, and volunteers harmless therefrom. (c)
In the event the City, its officers, officials, employees, agents, or volunteers are made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising or alleged to arise out of or in connection with the performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor shall pay to the City, its officers, officials, employees, agents, or volunteers any and all costs and expenses incurred by the City, its officers, officials, employees, agents, 8 286

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or volunteers in such action or proceeding, including but not limited to, legal costs and attorneys' fees for counsel selected by City. (d) Contractor's duty to defend and indemnify as set out in this Section 6.3 shall include any claims, liabilities, obligations, losses, demands, actions, penalties, suits, costs, expenses or damages or injury to persons or property arising or alleged to arise from, in connection with, as a consequence of or pursuant to any State or Federal law or regulation regarding hazardous substances, including but not limited to the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA"), Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), Resource Conservation and Recovery Act of 1976 ("RCRA"), the Hazardous and Solid Waste Amendments of 1984, the Hazardous Material Transportation Act, the Toxic Substances control Act, the Clean Air Act, the Clean Water Act, the California Hazardous Substance Account Act, the California Hazardous Waste Control Law or the Porter -Cologne Water Quality Control Act, as any of those statutes may be amended from time to time.

Notwithstanding the foregoing, Contractor shall not be liable for the defense or indemnification of the City for claims, actions, complaints, or suits arising out of the sole active negligence or willful misconduct of the City.

The Contractor's indemnification obligations pursuant to this Section 6.3 shall survive the termination of this Agreement. Contractor shall require the same indemnification from all subcontractors.

6.4 Labor and Materials and Performance Bonds. Concurrently with execution of this Agreement, Contractor shall deliver to City a labor and materials bond and a performance bond each in the sum of the amount of this Agreement, in the forms provided by the City Clerk, which secures the faithful performance of this Agreement. The bonds shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bonds shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement.

6.5 Sufficiency of Insurer or Surety. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A-" or better in the most recent edition of Best's Key Rating Guide or in the Federal Register, and only if they are of a Financial Size Category Class VII or larger, unless such requirements are waived by the Risk Manager of the City due to unique circumstances. In the event the Project Manager and Risk Manager determine that the work or services to be performed under this Agreement creates an increased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies required by this Section 6 may be changed accordingly upon receipt of written notice from the Project Manager provided that the Contractor shall have the right to appeal a determination of increased coverage by the Project Manager to the City Council of City within ten (10) days of receipt of notice from the Project Manager.

6.6 Substitution of Securities. Pursuant to California Public Contract Code Section 22300, substitution of eligible equivalent securities for any monies withheld to ensure performance 9 287

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under the contract for the work to be performed will be permitted at the request and expense of the successful bidder.

7.0 RECORDS AND REPORTS

7.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

7.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records (including but not limited to payroll records as required herein) as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required.

7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.

7.4 Public Records Act Disclosure. Contractor has been advised and is aware that this Agreement and all reports, documents, information, and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Contractor, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 7920.000 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 7924.510, and of which Contractor informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.
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8.0 GENERAL PROVISIONS

8.1 Governing Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

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

The Principal set forth in Section 5.1 above shall be the representative for Contractor for purposes of this Agreement, and shall be authorized to issue all consents, approvals, directives, and agreements on behalf of Contractor called for by this Agreement, except as otherwise expressly provided in this Agreement.

8.3 Disputes. In the event either party fails to perform its obligations hereunder, the nondefaulting party shall provide the defaulting party written notice of such default. The defaulting party shall have ten (10) days to cure the default; provided that, if the default is not reasonably susceptible to being cured within said ten (10) day period, the defaulting party shall have a reasonable time to cure the default, not to exceed a maximum of thirty (30) days, so long as the defaulting party commences to cure such default within ten (10) days of service of such notice and diligently prosecutes the cure to completion; provided further that if the default is an immediate danger to the health, safety and general welfare, the defaulting party shall take such immediate action as may be necessary. Notwithstanding the foregoing, the nondefaulting party may, in its sole and absolute discretion, grant a longer cure period. Should the defaulting party fail to cure the default within the time period provided in this Section, the nondefaulting party shall have the right, in addition to any other rights the nondefaulting party may have at law or in equity, to terminate this Agreement.

Compliance with the provisions of this Section 8.3 shall be a condition precedent to bringing any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured.

8.4 Retention of Funds. Progress payments shall be made in accordance with the provisions of Section 3.2 of this Agreement. In accordance with said section, City shall pay Contractor a sum based upon ninety-five percent (95%) of the contract price apportionment of the labor and materials incorporated into the work under the contract during the month covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security to be paid to the Contractor within sixty (60) days after final acceptance of the work by the City Council, after Contractor shall have furnished City with a release of all undisputed contract amounts if required by City. In the event there are any claims specifically excluded by Contractor from the operation of the release, the City may retain proceeds (per Public Contract Code 7107) of up to 150% of the amount in dispute. City's failure to deduct or withhold shall not affect Contractor's obligations hereunder.

8.5 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval 11 289

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shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8.6 Rights and Remedies. Rights and Remedies are cumulative except with respect to rights and remedies expressly declared to be exclusive 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 shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

8.7 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

8.8 Licuidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City Five Hundred Dollars ($500.00) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Scope of Services (Exhibit "A") or Schedule of Performance (Exhibit "B"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages.

8.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, Contractor shall vacate any City owned property which Contractor is permitted to occupy hereunder and City may, after compliance with the provisions of Section 8.3, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of setoff or partial payment of the amounts owed the City as previously stated.

8.10 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and shall be deemed to be given when served personally or deposited in the U.S. Mail, prepaid, first-class mail, return receipt requested, addressed as follows:

To City:

To Contractor:

City of Placentia
401 E. Chapman Ave.

Placentia, California 92870
Attn.: Damien R. Arrula
Facility Solutions Group
801 Richfield Road
Placentia, CA 92870
Attn: Chad Owens

8.11 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or 12 290

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breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.12 Conflict of Interest. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

Contractor and its officers, employees, associates, and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Contractor's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Contractor and its officers, employees, associates, and subcontractor shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Contractor is not currently performing work that would require Contractor or one of its officers, employees, associates, or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Contractor's duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor's participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project, if any, have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Contractor pursuant to this Agreement.

8.13 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement.

To the extent required by law, contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry.

8.14 Interpretation. 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.

8.15 Severabilitv. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

8.16 Hiring of Illegal Aliens Prohibited. Contractor shall not hire or employ any person to perform work within the City of Placentia or allow any person to perform work required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Further, Contractor shall comply with the following:
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(a) Unauthorized Aliens. Contractor hereby represents and warrants that it will comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of any work and/or services under this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to reimburse City for any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, or penalties which arise out of or are related to such employment, together with any and all costs, including attorneys' fees, incurred by City.
(b) E -Verify. If Contractor is not already enrolled in the U.S. Department of Homeland Security's E -Verify program, Contractor shall enroll in the E -Verify program within fifteen (15) days of the effective date of this Agreement to verify the employment authorization of employees assigned to perform work hereunder. Contractor shall verify employment authorization within three (3) days of hiring a new employee to perform work under this Agreement. Information pertaining to the E -Verify program can be found at http://www.uscis.gov , or access the registration page at https://e- verify.uscis.gov/enroll. Contractor shall certify its registration with E -Verify and provide City its registration number within sixteen days of the effective date of this Agreement. Failure to provide certification will result in withholding payment until full compliance is demonstrated.

8.17 Unfair Business Practices Claims. In entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, the contractor or subcontractor offers and agrees to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C.

Sec. 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body renders final payment to the contractor without further acknowledgment by the parties. (Sec. 7103.5, California Public Contract Code).

8.18 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto 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) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.

8.19 PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
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Notwithstanding any other agency, State, or Federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

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

8.21 Legal Responsibilities. The Contractor shall keep itself informed of City, State, and Federal laws, ordinances, and regulations, which may in any manner affect the performance of its services pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws, ordinances, and regulations. Neither the City, nor its officers, agents, or employees shall be liable at law or in equity as a result of the Contractor's failure to comply with this section.

8.22 Termination for Convenience. The City may terminate this Agreement without cause for convenience of the City upon giving contractor 30 days prior written notice of termination of the Agreement. Upon receipt of the notice of termination the Contractor shall cease all further work pursuant to the Agreement. Upon such termination by the City the Contractor shall not be entitled to any other remedies, claims, actions, profits, or damages except as provided in this paragraph. Upon the receipt of such notice of termination Contractor shall be entitled to the following compensation:

1. The contract value of the work completed to and including the date of receipt of the notice of termination, less the amount of progress payments received by contractor.

2. Actual move -off costs including labor, rental fees, equipment transportation costs, the costs of maintaining on -site construction office for supervising the mover -off.

3. The cost of materials custom made for this Agreement which cannot be used by the Contractor in the normal course of his business, and which have not been paid for by City in progress payments.

4. All costs shall not include any markups as might otherwise be allowed by any plans or specifications which were a part of the Agreement.

The provisions of this paragraph shall supersede any other provision of the Agreement or any provision of any plans, specification, addendums, or other documents which are or may become a part of this Agreement. City and Contractor agree that the provisions of this paragraph are a substantive part of the consideration for this Agreement.

8.23 Responsibility for Errors. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, 15 293

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estimates, and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

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

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

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

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

8.28 Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

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

8.30 Funding Source Conditions — Contractor's Obligation. Contractor acknowledges that the City may be paying for the Project by using funds it receives or will receive from various funding sources in the form of grants and/or subsidies, and the like under certain terms and conditions. Contractor warrants that it is not suspended or debarred from doing business with the United States government and can legally be paid from federal funds. Contractor acknowledges and agrees that any failure of the Contractor and/or its subcontractors to perform its obligations under the Contract, including, but not limited to, timely submitting accurate reports and records, that in any way results in the City not meeting the terms and conditions placed on the funds by the funding source, or forfeiting its entitlement to or, otherwise, not receiving, the funds, then the Contractor shall be liable to pay the City for the funds not granted to the City on the Project.

8.31 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any 16 294

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inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above.

ATTEST:

CITY OF PLACENTIA,
A municipal corporation and Charter City
Date:

Damien R. Arrula, City Administrator
ATTEST:

Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:

CONTRACTOR:

Date:

Signature
Chad Owens, Vice President
Social Security or Taxpayer ID Number
Date:

Christian L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:

Date:
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Rosanna Ramirez, Deputy City Administrator
APPROVED AS TO CONTENT:

Date:

Project Manager
DEPARTMENTAL APPROVAL:

Date:

Jeannette Ortega, Acting Director of Community Services 18 296

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