Placentia City Council
September 17, 2024

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 1 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 2 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 1IAAA 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. 53 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 AAA Oils dba California Fuels and Lubricants
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54 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 AAA Oils dba California Fuels and Lubricants
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55 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 4AA Oils dba California Fuels and Lubricants
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56 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 AAA Oils dba California Fuels and Lubricants
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57 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 -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.

6.0. GENERAL PROVISIONS

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

6.2. Representatives. The 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. Proiect 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 AAA Oils dba California Fuels and Lubricants
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58 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 AAA Oils dba California Fuels and Lubricants
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59 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 AAA Oils dba California Fuels and Lubricants
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60 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 AAA Oils dba California Fuels and Lubricants
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61 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 AAA Oils dba California Fuels and Lubricants
Rev. 01/2024
62 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 Employment. 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 AAA Oils dba California Fuels and Lubricants
Rev. 01/2024
63 and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.26. No Third Partv 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. Severabilitv. 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 AAA Oils dba California Fuels and Lubricants
Rev. 01/2024
64 CITY OF PLACENTIA,
A municipal corporation
Damien R. Arrula, City Administrator
ATTEST:

City Clerk and ex -officio Clerk
of the City of Placentia
CONSULTANT:

Signature
Efrain Davalos, Jr.

Name and Title
CEO
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:
sovAituAILL 15116ad.

Samantha Byfield, Public Works Manager
13 Date:

Date:

Date:

Date:
9/3/2024
Date: 9/3/2024
AAA Oils dba California Fuels and Lubricants
Rev. 01/2024
65 DEPARTMENTAL APPROVAL:

Christopher Tanio, Director of Public Works
14 Date:

AAA Oils dba California Fuels and Lubricants
Rev. 01/2024
66 EXHIBIT A

CONSULTANT'S PROPOSAL AND SCOPE OF WORK
15 AAA Oils dba California Fuels and Lubricants
Rev. 01/2024
67 COST PER

GALLON OVER OPIS

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
Renewable Diesel (RD99) Clear - orders 2,500 gallons or greater ("base rate")
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
(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.
68 EXHIBIT B

INSURANCE REQUIREMENTS
16 AAA Oils dba California Fuels and Lubricants
Rev. 01/2024
69 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.
70 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 71 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. 72 EXHIBIT C

CERTIFICATES OF INSURANCE AND ENDORSEMENTS
17 AAA Oils dba California Fuels and Lubricants
Rev. 01/2024
73 AccoR o® CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
8/9/2024
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
Churchill & Associates Insurance Services Inc
31248 Oak Crest Drive, Suite 140
Westlake Village CA 91361

INSURED
AAA Oil, Inc. California Fuels and Lubricants; FOPCO, Inc. 11621 Westminster Avenue
Garden Grove CA 92843

COVERAGES
CAFUELS-01

CONTACT
NAME: Michelle DeMoss
PHONE
(A/C. No. Ext): 805-372-2200
E-MAIL
ADDRESS: [email protected]

INSURER(S) AFFORDING COVERAGE
INSURERA: GuideOne Insurance Company
INSURER B : Insurance Company of the West
1 INSURER c : General Star Indemnity Company
INSURER D :

I INSURER E :

I INSURER F :

CERTIFICATE NUMBER: 582315686 REVISION NUMBER:

FAX
(A/C, No):

NAIL #
15032
27847
37362

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 ADDL SUBR POLICY EFF POLICY EXP LIMITS

LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY)
A X COMMERCIAL GENERAL LIABILITY Y Y 62P10099903 5/1/2024 5/1/2025 EACH OCCURRENCE

CLAIMS -MADE
X
OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

PRO-
JECT
X
POLICY
X
OTHER:

A AUTOMOBILE LIABILITY
C
B

X ANY AUTO
OWNED

AUTOS ONLY

X HIRED

AUTOS ONLY
X CA9948 Pollu

UMBRELLA LIAB

X EXCESS LIAB
■
X
LOC

SCHEDULED
AUTOS

NON -OWNED

AUTOS ONLY
MCS 90

X OCCUR

CLAIMS -MADE
DED RETENT ON $

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBEREXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
A Motor Truck Cargo

B USL&H
Y/N
Y Y 62P10099903
Y
N/A
Y IXG671934C
Y WSA 5060563 04
62P10099903
WSA 5060563 04
5/1/2024 5/1/2025
5/1/2024 5/1/2025
5/1/2024 5/1/2025
5/1/2024 5/1/2025
5/1/2024 5/1/2025

DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE

PRODUCTS - COMP/OP AGG

COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)

PROPERTY DAMAGE
(Per accident)
$ 1,000,000
$ 100,000
$ 5,000
$ 1,000,000
$ 2,000,000
$ 2,000,000
$ 1,000,000
EACH OCCURRENCE $ 5,000,000
AGGREGATE $ 5,000,000

X PER OTH-

STATUTE ER
E.L. EACH ACCIDENT $ 1,000,000
E.L. DISEASE - EA EMPLOYEE $ 1,000,000
E.L. DISEASE - POLICY LIMIT $ 1,000,000
Limit $50,000
Statutory $1,000,000
DESCRIPTION OF OPERATIONS / 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
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 74

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 Page 1 of 1
75 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".

CA 04 49 11 16
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".
© Insurance Services Office, Inc., 2016 Page 1 of 1
76 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 11 —
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
77 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".

CA 99 48 10 13
"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.
© Insurance Services Office, Inc., 2011 Page 1 of 1
78 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
CG 20 01 04 13
(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.
© Insurance Services Office, Inc., 2012 Page 1 of 1
79 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 80 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 Job Description

ANY PERSON OR CALIFORNIA

ORGANIZATION FOR OPERATIONS ONLY

WHOM THE NAMED

INSURED IS REQUIRED

UNDER WRITTEN

CONTRACT TO FURNISH

THIS WAIVER
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)

INSURED
Endorsement No.

Premium $ INCL .
81 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 Job Description

ANY PERSON OR CALIFORNIA

ORGANIZATION FOR OPERATIONS ONLY

WHOM THE NAMED

INSURED IS REQUIRED

UNDER WRITTEN

CONTRACT TO FURNISH

THIS WAIVER
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)

INSURED
Endorsement No.

Premium $ INCL .
82 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
Amanda. Lewis(a�dgs.ca.Qov
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
Contact Information:

Mailing Address: AAA Oil, Inc. dba California Fuels
AAA Oil, Inc. dba California Fax/Email: and Lubricants
Fuels and Lubricants Fax: (714) 530-5026 Jennifer Crawley 11621 Westminster Ave. Email: contracts(c�cafuelina.com Garden Grove, Ca. 92843 Phone: (714) 530-4795
Email: contracts(c�cafuelina.com
33 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
1 *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. *
Subject contract for Renewable Diesel is hereby
modified to reflect the following changes:
• Section 11 — Purchase Execution has been
changed.

N/A Original Contract Posted
All other terms and conditions remain the same.
*8/1/2024*
4/29/2024
5/1/2023

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 CMPUMIIM
PRICE
Renewable
Diesel
Red Dyed
Renewable
Diesel
Differentials:

Daily OPIS Closing Benchmark File

OPIS GROSS CARB ULTRA LOW

SULFUR DISTILLATE PRICES
WITHOUT CAR COST** RACK AVE.

Daily OPIS Closing Benchmark File

OPIS GROSS CARB ULTRA LOW

SULFUR DISTILLATE PRICES
WITHOUT CAR COST** RACK AVE.

All Differential prices quoted shall be:

RBMP + CAR cost fee + LCFS
Fee + Differential = Contract
Price
RBMP + CAR cost fee + LCFS
Fee + Differential + .01 per gallon
= Contract Price
• 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(c dgs.ca.gov or Kao.Yanqadas.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

11. PURCHASE EXECUTION
A. State Departments
(714) 530-4795 contracts(c�cafuelinq.com
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) FI$CAL 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:
contracts(a�cafuelinq.com
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 Delivery
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
Contact Name:

Telephone:

Facsimile:

Email:

Address:

DGS -PD
AAA Oil, Inc. dba California
Fuel and Lubricants
Amanda Lewis Jennifer Crawley
(279) 946-7876
NA
Amanda. Lewis(a�dgs.ca.gov
DGS/Procurement Division
Attn: AMANDA LEWIS
707 Third Street, 2nd Floor, MS 201
West Sacramento, CA 95605

22. RANDOM SAMPLE COMPLIANCE REVIEW
(714) 530-4795
(714) 530-5026
icrawlev(cr�cafuelinq.com
AAA Oil, Inc. dba California Fuels
and Lubricants
Attn: JENNIFER CRAWLEY
11621 Westminster Ave.

Garden Grove, Ca. 92843
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. * f

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.aov .

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

27. QUALITY ASSURANCE GUARANTEES
C2664720
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.caler rocure.ca.aov
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. *EXEMPTION TO GEN Al 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

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 1IAAA 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. 53 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 AAA Oils dba California Fuels and Lubricants
Rev. 01/2024
54 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 AAA Oils dba California Fuels and Lubricants
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55 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 4AA Oils dba California Fuels and Lubricants
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56 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 AAA Oils dba California Fuels and Lubricants
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57 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 -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.

6.0. GENERAL PROVISIONS

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

6.2. Representatives. The 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. Proiect 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 AAA Oils dba California Fuels and Lubricants
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58 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 AAA Oils dba California Fuels and Lubricants
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59 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 AAA Oils dba California Fuels and Lubricants
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60 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 AAA Oils dba California Fuels and Lubricants
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61 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 AAA Oils dba California Fuels and Lubricants
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62 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 Employment. 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 AAA Oils dba California Fuels and Lubricants
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63 and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.26. No Third Partv 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. Severabilitv. 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 AAA Oils dba California Fuels and Lubricants
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64 CITY OF PLACENTIA,
A municipal corporation
Damien R. Arrula, City Administrator
ATTEST:

City Clerk and ex -officio Clerk
of the City of Placentia
CONSULTANT:

Signature
Efrain Davalos, Jr.

Name and Title
CEO
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:
sovAituAILL 15116ad.

Samantha Byfield, Public Works Manager
13 Date:

Date:

Date:

Date:
9/3/2024
Date: 9/3/2024
AAA Oils dba California Fuels and Lubricants
Rev. 01/2024
65 DEPARTMENTAL APPROVAL:

Christopher Tanio, Director of Public Works
14 Date:

AAA Oils dba California Fuels and Lubricants
Rev. 01/2024
66 EXHIBIT A

CONSULTANT'S PROPOSAL AND SCOPE OF WORK
15 AAA Oils dba California Fuels and Lubricants
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67 COST PER

GALLON OVER OPIS

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
Renewable Diesel (RD99) Clear - orders 2,500 gallons or greater ("base rate")
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
(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.
68 EXHIBIT B

INSURANCE REQUIREMENTS
16 AAA Oils dba California Fuels and Lubricants
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69 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.
70 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 71 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. 72 EXHIBIT C

CERTIFICATES OF INSURANCE AND ENDORSEMENTS
17 AAA Oils dba California Fuels and Lubricants
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73 AccoR o® CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
8/9/2024
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
Churchill & Associates Insurance Services Inc
31248 Oak Crest Drive, Suite 140
Westlake Village CA 91361

INSURED
AAA Oil, Inc. California Fuels and Lubricants; FOPCO, Inc. 11621 Westminster Avenue
Garden Grove CA 92843

COVERAGES
CAFUELS-01

CONTACT
NAME: Michelle DeMoss
PHONE
(A/C. No. Ext): 805-372-2200
E-MAIL
ADDRESS: [email protected]

INSURER(S) AFFORDING COVERAGE
INSURERA: GuideOne Insurance Company
INSURER B : Insurance Company of the West
1 INSURER c : General Star Indemnity Company
INSURER D :

I INSURER E :

I INSURER F :

CERTIFICATE NUMBER: 582315686 REVISION NUMBER:

FAX
(A/C, No):

NAIL #
15032
27847
37362

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 ADDL SUBR POLICY EFF POLICY EXP LIMITS

LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY)
A X COMMERCIAL GENERAL LIABILITY Y Y 62P10099903 5/1/2024 5/1/2025 EACH OCCURRENCE

CLAIMS -MADE
X
OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

PRO-
JECT
X
POLICY
X
OTHER:

A AUTOMOBILE LIABILITY
C
B

X ANY AUTO
OWNED

AUTOS ONLY

X HIRED

AUTOS ONLY
X CA9948 Pollu

UMBRELLA LIAB

X EXCESS LIAB
■
X
LOC

SCHEDULED
AUTOS

NON -OWNED

AUTOS ONLY
MCS 90

X OCCUR

CLAIMS -MADE
DED RETENT ON $

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBEREXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
A Motor Truck Cargo

B USL&H
Y/N
Y Y 62P10099903
Y
N/A
Y IXG671934C
Y WSA 5060563 04
62P10099903
WSA 5060563 04
5/1/2024 5/1/2025
5/1/2024 5/1/2025
5/1/2024 5/1/2025
5/1/2024 5/1/2025
5/1/2024 5/1/2025

DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE

PRODUCTS - COMP/OP AGG

COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)

PROPERTY DAMAGE
(Per accident)
$ 1,000,000
$ 100,000
$ 5,000
$ 1,000,000
$ 2,000,000
$ 2,000,000
$ 1,000,000
EACH OCCURRENCE $ 5,000,000
AGGREGATE $ 5,000,000

X PER OTH-

STATUTE ER
E.L. EACH ACCIDENT $ 1,000,000
E.L. DISEASE - EA EMPLOYEE $ 1,000,000
E.L. DISEASE - POLICY LIMIT $ 1,000,000
Limit $50,000
Statutory $1,000,000
DESCRIPTION OF OPERATIONS / 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
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 74

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 Page 1 of 1
75 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".

CA 04 49 11 16
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".
© Insurance Services Office, Inc., 2016 Page 1 of 1
76 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 11 —
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
77 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".

CA 99 48 10 13
"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.
© Insurance Services Office, Inc., 2011 Page 1 of 1
78 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
CG 20 01 04 13
(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.
© Insurance Services Office, Inc., 2012 Page 1 of 1
79 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 80 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 Job Description

ANY PERSON OR CALIFORNIA

ORGANIZATION FOR OPERATIONS ONLY

WHOM THE NAMED

INSURED IS REQUIRED

UNDER WRITTEN

CONTRACT TO FURNISH

THIS WAIVER
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)

INSURED
Endorsement No.

Premium $ INCL .
81 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 Job Description

ANY PERSON OR CALIFORNIA

ORGANIZATION FOR OPERATIONS ONLY

WHOM THE NAMED

INSURED IS REQUIRED

UNDER WRITTEN

CONTRACT TO FURNISH

THIS WAIVER
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)

INSURED
Endorsement No.

Premium $ INCL .
82