Agenda Item No: 1.g
PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: September 17, 2024
Submitted by: Samantha Byfield
From: Public Works
Subject:
Approval of Five -Year Lease Agreement with Trillium for CNG Station Service, Maintenance and Management
Financial Impact:
Fiscal Impact:
Revenue: $ 63,750 First Year Base Lease Payment (FY 24-25 Pro Rated Amount) $ 80,000 Annual Base Lease Payment (FY 25-26 to FY 28-89) $383,750 Five -Year Total for Base Lease Payment
5% Additional Revenue Based on Annual Total Sales
Summary:
The proposed five-year agreement is for inspection, service, maintenance and management of the City Compressed Natural Gas (CNG) station at the Corporate Yard. The CNG station provides fueling for City vehicles, other public agencies and private fleets. Oversight responsibilities of the CNG station are currently incorporated into a lease which expires September 30, 2024. Requests for proposals were solicited for a new lessee and Staff recommends the City Council authorize a five-year lease agreement with Trillium USA Company (Trillium) for these services.
Recommendation:
Recommended Action: It is recommended that the City Council:
1. Award a five-year lease agreement to Trillium for inspection, service, maintenance, and management of the City CNG Station; and
2. Authorize the City Administrator to approve contract change orders; and
3. Authorize the City Administrator and/or his designee to execute all necessary documents, in a form approved by the City Attorney.
Strategic Plan Statement:
This item is consistent with the City Council approved 5 -Year Strategic Goal #1 to ensure long-term fiscal sustainability, under Objective #1.5, which is continue seeking ways to diversify the City's revenue sources to prevent over -reliance on any one source. 1 Discussion:
The City owns and has operated a CNG fueling facility located at the Corporate Yard since 2003. Inspection, service, maintenance, management and capital improvement responsibilities for the CNG station have been leased to a third party, Trillium, since 2011. The City received an annual base rent of $75,000 and four percent (4%) of annual fiscal year sales revenue after deducting sales for entities, which the City extended preferred pricing to. These entities included several neighboring agencies which were identified in the lease and received a five percent (5%) discount on CNG pricing. The CNG station averaged 62,138 transactions per fiscal year based upon data provided from Fiscal Year 2014-15 through 2022-23, the latest fiscal year for which data is available. The current lease expires on September 30, 2024.
A request for proposals was solicited on June 6, 2024. Proposers were asked to provide the annual base rent amount and the percentage of revenue for total sales to be paid to the City.
The City does not have any memorandums of understanding with agencies stipulating preferential pricing at the CNG station, so no preferential pricing was incorporated into the new lease terms. As such, under the new lease agreement, the City will receive a percentage of revenue based upon total sales.
The City is required to meet procurement targets set by CalRecycle through the purchase of recycled organic waste products or via renewable natural gas (RNG). To qualify as RNG per CalRecycle's definition, RNG must be procured from a permitted anaerobic digestion facility in California. To date, RNG is not yet commercially available. The new lease terms include a provision that should RNG become commercially available, the lessee shall obtain 85,971 diesel gallon equivalent per calendar year which shall be credited to the City to satisfy the mandated procurement target.
On July 18, 2024, one proposal was received from the current tenant, Trillium. Trillium proposed an annual base rent of $80,000 and a five percent (5%) revenue based on total sales. The annual base rent for the first year of the agreement will be prorated to an amount of $63,750, which covers the period of October 1, 2024, through June 30 ,2025. Due to the unique nature of this lease, the proposal was reviewed by a commercial real estate broker to determine if the proposal was comparable to leases on the open market. The updated base rent and revenue percentage of the new proposal equate to $0.446 per foot of the facility.
Land lease rates in North Orange County have softened over the past two years and currently range from $0.45 - $0.55 per foot. The one percent revenue increase in the proposal offsets the difference between the proposed lease rate per foot to the open market. Based on the broker's review, the proposal was determined to be fair and reasonable in the current market.
As such, Staff recommends the City Council award a five-year lease agreement to Trillium with an option to renew for an additional five years.
Fiscal Impact Summary:
There are no expenditures related to this lease agreement. Under the proposed new lease agreement, the annual base lease payment shall amount to $80,000 with a five percent (5%) fuel royalty on total annual sales. The annual base rent for the first year of the agreement will be prorated to an amount of $63,750, which covers the period of October 1, 2024, through June 30, 2025. The total revenue that will be generated from this agreement amounts to $383,750 plus five percent (5%) additional royalty revenue based upon total sales. As such, revenue is anticipated to increase slightly due to the additional $5,000 per year in base rent 2 and increased one percent revenue on total annual sales when compared to the existing agreement with Trillium.
Attachments
Attachment 3 - Summary of Payments Received and Units Sold Under Prior Lease Attachment 2_City of Placentia Trillium CNG Lease Review Opinon.pdf Attachment 1 - CNG Fuel Lease Agreement
3 Fiscal
Year
2011-2012
2012-2013
2013-2014
2014-2015
2015-2016
2016-2017
2017-2018
2018-2019
2019-2020
Lease Total Sales
75,000
75,000
75,000
75,000
75,000
75,000
75,000
75,000
75,000
$
$
634,995.23
667,369.87
654,823.32
658,374.77
573,673.04
Summary of Payments Received
Preferred
Pricing Sales
24,422.89
78,933.00
36,606.11
43,553.83
34,433.40
551,746.82 $ 60,938.74
433,897.44 $ 63,585.55
2020-2021 $ 75,000 $ 411,413.32 $ 50,650.84
2021-2022 $ 75,000 $ 548,329.15 $ 50,651.03
2022-2023 $ 75,000 $ 1,085,091.48 $ 87,265.18
Totals $ 975,000.00 $ 6,219,714.44 $ 531,040.57
0/0 of
Sales
Preferred
Pricing
7%
Royalty
Received
17,263.38
24,422.89
23,537.47
24,728.69
24,592.84
21,569.59
20,196.22
19,632.32
14,812.48
Non -Preferred
Revenue VETC
(Based off Royalty Received
Payment Amount)
12% $ 14,430.50 $
9% $ 19,907.12 $
8% $ 39,913.05 $
9% $ 265,006.55 $
431,584.50
610,572.25
588,436.75
618,217.25
614,821.00
539,239.75
504,905.50
490,808.00
370,312.00
$ 17,481.88
$
$
$
$
$ -
$ 233.69
$ 281.01
$
360,762.50 $
497,678.00 $
997,826.25 $
6,625,163.75
Total
Payment
to City
109,745.26
99,422.89
98,537.47
99,728.69
99,592.84
96,569.59
95,429.91
94,913.33
89,812.48
$ 89,430.50
$ 94,907.12
$ 114,913.05
$ 1,258,003.13
4 Units
Gas Diesel
Gallon Gallon Number of
Therms
Equivalent Equivalent Transactions
(GGE) (DGE)
FY 13-14 40,306.05 35,469.32 50,382.56
FY 14-15 341,711.48 300,706.10 427,139.60 64,607
FY 15-16 343,668.65 302,428.41 429,585.91 32,674
FY 16-17 300,834.35 264,734.22 275,783.24 28,198
FY 18-19 1,285,428.63 1,131,177.19 1,606,785.78 155,376 FY 19-20 557,829.36 490,889.84 697,286.70 67,541
FY 20-21 602,159.92 529,900.73 684,769.83 67,540
FY 21-22 647,587.00 569,876.56 803,608.75 54,684
FY 22-23 302,238.00 265,969.44 358,317.00 26,485
Average 491,307.05 432,350.20 592,628.82 62,138
5 BROKER OPINION OF VALUE
2999 East La Jolla
Street
2999 EAST LA JOLLA STREET
Placentia, CA 92870
0 PRESENTED BY:
BROCK SMITH
0: 949.338.1292
[email protected]
CaIDRE 402087199
CAMERON JONES, SIOR
0: 714.446.0600 x132
[email protected]
CaIDRE 401770606
6 BROCK SMITH
0: 949.338.1292
[email protected]
CaIDRE #02087199
PRESENTED BY:
CAMERON JONES, SIOR
0: 714.446.0600 x132
[email protected]
CaIDRE #01770606
0 PREPARED FOR:
SAMANTHA BYFIELD
THE CITY OF PLACENTIA
7 4SVN
VANGUARD
COMMERCIAL REAL ESTATE ADVISORS
City Of Placentia
401 E Chapman Ave, Placentia CA 92870
Attn: Samantha Byfield
RE: 2999 E La Jolla Lease Proposal Review - Trillium
Samantha,
In review of the proposed lease of the 2999 E La Jolla St CNG Facility from Trillium to the City of Placentia it is our opinion we have based our opinion on the following data:
Overview
- 2999 E La Jolla CNG Facility is a 70' x 200' (14k sqft) leasable area (part of a larger property) with a lease rate of $75,000 / year with 4% annual royalty payments. On a per foot per month basis this puts the historic lease rate per foot of the facility at $.446 since 2011— no annual rent escalations. - The Trillium Cost Proposal dated July 18, 2024 proposes an Annual Base Rent Amount of $80,000 / year with a 5% annual royalty payment brings the new per foot to $.476 for the next 5 years — no annual rent escalations. - From the initial lease executed in 2011 through the proposed lease until 2029 this will equate to a total of 9.4% escalation over 18 years.
Supporting Comp Data
- 3304 14th St, Riverside CA — lease signed by Chevron in 2019 that includes 13% rent escalations every 5 years (rent rate unavailable)
17551 Gillette Avenue, Irvine, CA 92614
www.svnvanguard.com • 714.446.0600
IuNAL REACH.
SOUTHERN CALIFORNIA EXPERTISE.
8 4SVN
VANGUARD
COMMERCIAL REAL ESTATE ADVISORS
- 16795 East McFadden Ave, Santa Ana CA — lease commenced in February 2021 by 7/11 with a starting rent per foot of $.63 / ft on a 29,168 sqft parcel with rent escalations of 10% every 5 years through Feb 2036 - 21721 Lake Forest Drive, Lake Forest CA — lease commenced February 2019 by Exxon Mobil with 10% rent escalations every 5 years (rent rate unavailable) Broker's Opinion of Value
It is our opinion that the current open market value of the land and CNG facility is closer to $.50 / ft ($84,000 annually). Land lease rates in North Orange County have softened over the past 2 years and seem to be leveling out in the $.45-$.55 / ft range. When we consider the 1% increase in the annual royalty payment this will help offset the difference in the Proposed Lease rate to the Market Opinion Rate with a tenant who has presumably consistently performed on the lease since 2011.
While these comps provided are for more highly trafficked consumer locations there is a consistent trend of rent escalations seen that were not included in Trillium's initial lease and following addendums that could potentially be included in a future long-term lease. It is our opinion that the proposed lease offer from Trillium is fair and reasonable in the current market.
If you have any questions or require any further information, please let us know.
Respectfully,
Cameron Jones SIOR Brock Smith
SVN Vanguard Industrial SVN Vanguard Industrial
CA DRE 01770606 CA DRE 02087199
17551 Gillette Avenue, Irvine, CA 92614
www.svnvanguard.com • 714.446.0600
IuNAL REACH.
SOUTHERN CALIFORNIA EXPERTISE.
9 ADVISOR BIO 2
CAMERON JONES, SIOR
Senior Vice President
[email protected]
Direct: 714.446.0600 x132 I Cell: 714.240.7078
CaIDRE #01770606
PROFESSIONAL BACKGROUND
In Southern California, industrial property owners, tenants, investors, and developers can seek the advice of Cameron Jones, a highly skilled and experienced commercial real estate advisor. Cameron focuses on the industrial real estate asset class both existing buildings and land for development and represents and works with private, institutional and business clients. He has nearly a twenty-year track record of exploiting real estate assets to create opportunities and solve problems for his clients'.
Cameron serves as a guide for his clients' as he truly tries to understand and oftentimes assist in defining their unique requirements, i.e., investment goals, disposition or acquisition opportunities, business operations, challenges, issues and location preferences or parameters. He then utilizes this information and employs a proactive approach by fusing market and product expertise, research and analysis, location knowledge, site zoning and previous client -working experience in implementing strategies that minimize mistakes but maximize outcomes and results.
Born and raised in southern California he utilizes area knowledge, real estate transaction and business experience, innovation marketing and contacts including, state, county and local officials, business professionals, property owners and other long- standing relationships to deliver solid real estate solutions.
Industrial Real Estate is where business happens, and Cameron's local knowledge equals real opportunities. Reach out and let's discuss how he can guide you to your next real estate success story.
Cameron resides in Orange County with his wife and daughters and enjoys travel, masters swimming and training, gardening, golf, and hanging with his family and friends..
EDUCATION
ASU
MEMBERSHIPS
SIOR
AIRCRE
SVN 1 Vanguard
17551 Gillette Avenue
Irvine, CA 92614
714.446.0600
2999 EAST LA JOLLA STREET 1 Placentia, CA 92870 SVN 1 VANGUARD 3
ADVISOR BIO 1
BROCK SMITH
Advisor
[email protected]
Direct: 949.338.1292 I Cell: 949.338.1292
CaIDRE #02087199
PROFESSIONAL BACKGROUND
Brock Smith is an advisor with SVN Vanguard 1 Industrial Group. He specializes in advising landlords and tenants in the sale and lease of industrial buildings and land throughout Southern California. Brock has a commercial construction background, specifically in Sales / Project Management for large Design Build projects across the country including hotels, apartments, hospitals, casinos. Prior to joining SVN, he was with Ashwill Associates. Brock is a Loyola Marymount University alum and currently resides in Lake Forest with his wife, two daughters, and dog.
EDUCATION
Loyola Marymount University '10
SVN 1 Vanguard
17551 Gillette Avenue
Irvine, CA 92614
714.446.0600
2999 EAST LA JOLLA STREET 1 Placentia, CA 92870 SVN 1 VANGUARD 4 11 LEASE OF CNG FUELING STATION
This Lease dated as of October 1, 2024 ("Date of this Lease") is made and entered into by and between the CITY OF PLACENTIA, a Charter City and municipal corporation ("CITY") and Trillium USA Company, dba California Trillium Company ("TRILLIUM") with regard to the leasing of certain portions of CITY's Corporation Yard, together with rights of access and entry thereto ("Lease").
1. Premises. CITY hereby agrees to lease to TRILLIUM and TRILLIUM agrees to lease from CITY that certain real property, together with improvements thereon, located in the City of Placentia, California, commonly known by the street address of 2999 E. La Jolla, hereinafter referred to as "the Premises", all as more particularly described in the plat attached hereto as Exhibit "A" and by this reference made a part hereof. The Premises includes improvements containing a Compressed Natural Gas Fueling ("CNG") Facility, with related appurtenances. CITY hereby grants to TRILLIUM a license over the driveway/road depicted on Exhibit "A" attached hereto in order to allow TRILLIUM and its employees, agents, invitees, customers, and other third parties to gain access to the Premises to and from the public road and such license shall be irrevocable during the Term (as defined below). Said Lease is subject to the terms, covenants, and conditions hereinafter set forth covenants, as a material part of the consideration for this Lease, to keep and perform each and every term, covenant, and condition of said Lease.
2. Term. The term ("Term") of this Lease shall extend from October 1, 2024 ("Commencement Date") until June 30, 2029. The twelve (12) -month period commencing on July 1, 2025, and each twelve (12) -month period commencing on July 1 throughout the Term, as extended, shall be referred to herein as a "Lease Year". Upon termination of this Lease, or any extension hereof, TRILLIUM shall quit the Premises and leave the same in a broom -clean condition. The agreement may be extended for an additional five-year term upon agreement of the parties.
3. Rent.
Base Rent. TRILLIUM and CITY agree that, subject to the terms of this Lease, during the Term specified in § 2, above, TRILLIUM shall pay to CITY, as base rent, the sum of Eighty Thousand Dollars ($80,000.00) per Lease Year. TRILLIUM and CITY agree that TRILLIUM shall pay to CITY said base rent within 30 days after each July 1 during the Term hereof, with the first years' rent of Sixty Thousand Dollar ($60,000.00) payable within 30 days after execution of the Lease by both CITY and TRILLIUM. Base rent payments shall commence and be payable to CITY within 30 days after July 1, 2025 and each Lease Year of the initial Term thereafter. Said rental, and any royalty or other payments to be made hereunder shall be paid to CITY, without deduction or offset except as expressly set forth in this Lease, in lawful money of the United States of America, at 401 E. Chapman Avenue, Placentia, California 92870, or at such other place as CITY may designate, in writing.
A. Royalty Payment(s). TRILLIUM and CITY further agree that, during the Term specified in § 2, above, TRILLIUM shall pay to CITY a sum equal to TRILLIUM's Four percent (4%) of all Revenue. Said royalty payment(s) shall be made annually, for the previous Lease Year, within 10 days of the end of the fiscal year, June 30.
B. Volumetric Excise Tax Credit ("VETC"). TRILLIUM and CITY agree that TRILLIUM will be eligible to file for, and receive, the VETC and that CITY shall not have any interest or rights to the same. While the VETC is in effect, TRILLIUM will refund CITY the credit received on all CITY fuel sales less the amount of applicable excise taxes. For example, if 1 52
TRILLIUM receives a $0.50 per GGE VETC, and taxes equate to $0.183 per OGE, TRILLIUM will refund the CITY .317 per OGE. To facilitate TRILLIUM's responsibilities to file for the VETC, ownership of the station gas meter will be transferred from the CITY to TRILLIUM and CITY shall take such other actions as a reasonably requested by TRILLIUM. If any VETC refunded to CITY is disallowed in a subsequent audit (unless due to the negligence of TRILLIUM), CITY shall reimburse TRILLIUM for such disallowed amount, including any additional interest or penalties that may be assessed.
C. Renewable Natural Gas Credit. TRILLIUM and CITY agree that, in the event that RNG, as defined by CalRecycle, becomes commercially available, TRILLIUM shall obtain 55,881 diesel gallon equivalent (DGE) of renewable natural gas (RNG) in calendar year 2024 and 85,971 DGE of RNG each calendar year through the Term specified above, which shall be credited to CITY. TRILLIUM shall provide documentation to CITY that RNG is deemed renewable per Department of Resources Recycling and Recovery (CalRecycle) definition and procured from a permitted anaerobic digestion facility in California. RNG procured from any other source or procured without CalRecycle acceptable documentation shall not be considered RNG.
D. TRILLIUM shall not be obligated to pay any rent or other amounts to CITY except as expressly set forth in this Section 3.
4. Audit. CITY shall have the right to audit TRILLIUM's financial statements related solely to the City's CNG Station every two (2) years. CITY shall select the auditor and shall cover one hundred percent (100%) of the cost of the audit.
5. Use. TRILLIUM shall use the Premises as a CNG facility and related uses, and shall not use or permit the Premises to be used for any other purpose without the prior written consent of CITY. Without limiting TRILLIUM's right to operate as a CNG Facility, TRILLIUM shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which will in any way increase the existing rate of or affect any fire or other insurance upon the Premises or any of its contents, or cause cancellation of any insurance policy covering the Premises or part thereof or portion of its contents. Neither party to this Lease shall do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of the other party hereto or injure or annoy them or either parties' use or allow or permit the Premises to be used for any improper, immoral, unlawful, or objectionable purpose, nor shall either party cause, maintain, or permit any nuisance in or about the Premises nor commit or suffer to be committed any waste in or upon the Premises.
6. Compliance with Law. Without limiting TRILLIUM's right to operate a CNG Facility, TRILLIUM shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance, or other governmental rule or regulation now in force or which may hereinafter be enacted or promulgated. TRILLIUM shall, at its sole cost and expense, cause its operations and other activities on the Premises to promptly comply with all Federal, State, and CITY laws, statutes, ordinances, and other governmental rules, regulations, or requirements now in force or which may hereinafter be enacted or promulgated, including, but not limited to, Americans with Disabilities Act requirements, and with the requirements of any board of fire insurance underwriters or other similar bodies now or hereafter constituted, relating to, or affecting the condition, use or occupancy of the Premises (collectively, "Laws and Regulations"), excluding structural changes not related to or affected by TRILLIUM's use(s) and acts. The final, non -appealable judgment of a court of competent jurisdiction or the admission by TRILLIUM in any action against TRILLIUM, whether CITY be a 2 53
party thereto or not, that TRILLIUM has violated any law, statute, ordinance, or any other governmental rule or regulation shall be conclusive of that fact as between CITY and TRILLIUM.
7. Alterations and Additions.
A. General. TRILLIUM shall not make or suffer to be made any alterations, additions, or improvements in or to or about the Premises or any part thereof, with a cost in excess of TEN THOUSAND ($10,000.00), without the written consent of CITY first had and obtained. Any alterations, additions, or improvements in, to or about the Premises including, but not limited to, wall coverings, paneling and built-in cabinet work, but excepting movable furniture and trade fixtures, shall on the expiration of the Term, or any extension(s) thereof, become a part of the realty and belong to CITY and shall be surrendered with the Premises. If CITY's consent is required, and CITY consents to the making of any alterations, additions or improvements to the Premises by TRILLIUM the same shall be made by TRILLIUM at TRILLIUM's sole cost and expense. Upon the expiration or sooner termination of the Term hereof, TRILLIUM shall, upon written demand by CITY given at least twenty (20) calendar days prior to the end of the Term, or any extension(s) thereof, at TRILLIUM's sole cost and expense, forthwith and with all due diligence remove any alterations, additions, or improvements made by TRILLIUM designated by CITY to be removed, and TRILLIUM shall, forthwith and with all due diligence at its sole cost and expense, repair any damage to the Premises caused by such removal.
B. Mandatory Capital Improvements. TRILLIUM shall be responsible for all capital improvements to the station and solely responsible for funding all costs for such improvements.
8. Physical Condition of Premises; Waiver.
A. Except as set forth herein, by taking possession of the Premises, TRILLIUM shall be deemed to have accepted the Premises as being in good sanitary order, condition, and repair. TRILLIUM shall, at TRILLIUM's sole cost and expense, keep the Premises and any part thereof, including, but not limited to, roof, structure, foundation, parking areas, and equipment, in good condition and repair. TRILLIUM shall, upon the expiration or sooner termination of this Lease, or any extension(s) thereof, surrender the Premises to CITY in good condition. CITY shall have no obligation whatsoever to alter, improve or repair the Premises, or any part thereof, and the parties hereto affirm that CITY has made no representations to TRILLIUM respecting the condition of the Premises except as specifically set forth herein.
TRILLIUM further agrees that it shall submit to CITY, prior to applying for any permits to renovate, reconstruct, improve, alter, or in any way modify the Premises, plans and specifications for CITY's approval.
B. CITY shall not be liable for any failure to make any such repairs, or to perform any maintenance except as specifically provided in this Lease. Except as may otherwise be provided herein, there shall be no abatement of rent and no liability of CITY by reason of any injury to or interference with TRILLIUM's business arising from the making of any repairs, alterations, or improvements in or to any portion of the Premises or in or to any fixtures, appurtenances, and equipment therein. TRILLIUM hereby specifically waives the right to make repairs at CITY's expense under any law, statute, or ordinance now or hereafter in effect provided that TRILLIUM shall be entitled to pursue any other remedies against CITY in connection with the same.
C. Subject to the terms of this Lease, TRILLIUM shall accept possession of the Premises, in an "as is" physical condition with no warranty, express, or implied, by CITY as to 3 54
the condition of the soil, its geology, the presence of known or unknown faults, its suitability for the use intended by TRILLIUM, any onsite soils contamination or any similar matters; provided, however, TRILLIUM shall have the right, but not the obligation, to perform an inspection of the Premises. If the Premises is unacceptable to TRILLIUM for any reason, in its sole discretion, then TRILLIUM shall have the right to terminate this Lease by providing a written notice to CITY within thirty (30) days after this Lease is executed by both TRILLIUM and CITY. If TRILLIUM elects to so terminate this Lease, neither party shall have any further rights or obligations under this Lease.
D. Notwithstanding anything in this Lease to the contrary, but subject to the obligations of TRILLIUM expressly set forth in Section 7.E below, TRILLIUM shall not have any liability for, and shall have no obligation to remediate or otherwise address in any manner any condition affecting the Premises prior to the Date of this Lease, including without limitation, any hazardous materials or conditions affecting the Premises prior to the Date of this Lease in violation of any and all present or future federal, state and local laws (whether under common law, statute, rule, regulation or otherwise), including, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA), 42 U.S.C. §§ 9601 through 9675, inclusive; Transportation of Hazardous Materials, 49 U.S.C. App.§§ 5101 through 5128, inclusive; the Federal Resource Conservation and Recovery Act (RCRA), 42 U.S.C. §§ 6901 through 6992, inclusive; 40 C.F.R. Parts 260 through 271, inclusive; the Carpenter -Presley -Tanner Hazardous Substance Account Act, California Health and Safety Code§§ 78000 through 81050, inclusive; the California Hazardous Waste Control Act (HWCA), California Health and Safety Code §§ 25100 through 25259, inclusive; the Porter -Cologne Water Quality Control Act, California Water Code §§ 13000 through 16104, inclusive; and the Underground Storage of Hazardous Substances Act (USHS), California Health and Safety Code§§ 25280 through 25299.8, inclusive, all as the same may be amended from time to time (collectively, "Environmental Laws"), relating to the environment or to any hazardous substance, activity or material connected with the condition of the Premises.
E. TRILLIUM shall be responsible for the handling and disposal of any soils excavated by TRILLIUM in connection with the construction of the capital improvements to be installed by TRILLIUM, but TRILLIUM shall not be responsible for causing the Premises to comply with the requirements of any Environmental Laws notwithstanding that such compliance is required due to TRILLIUM's excavations.
9. Claims Against Premises. TRILLIUM shall not suffer or permit to be enforced against the Premises, or any part thereof, any mechanic's, materialman's, contractor's or subcontractor's liens ("Claims") arising from, any claim for any work of construction, repair, restoration, replacement, or improvement of or to the Premises, but TRILLIUM shall pay or cause to be paid or bonded over any and all such claims or demands before any action is brought to enforce the same against the Premises. TRILLIUM agrees to defend, indemnify and hold CITY, CITY's elected and appointed officials, officers, employees, and agents and the Premises free and harmless from all liability for any and all such Claims together with CITY's reasonable attorneys' fees and all costs and expenses in connection therewith.
10. Maintenance of Premises. Except to the extent arising out of a breach by the CITY under this Lease, TRILLIUM agrees to maintain the grounds in and about the Premises as specified in Exhibit "B" hereto, by this reference incorporated herein and made a part hereof and to agrees to perform all scheduled and emergency maintenance at CNG Fueling Station at no cost to CITY. Maintenance of said Premises shall be to the reasonable satisfaction of CITY. 4 55
11. Equipment and Fixtures. Attached hereto as Exhibit "C" is an inventory of equipment and fixtures to be included with the Premises ("equipment"). CITY agrees that TRILLIUM is authorized to utilize said equipment during the Term of this Lease and any extension(s) thereof.
Any and all equipment provided to TRILLIUM hereunder shall be properly maintained during the Term hereof and any extension(s), and TRILLIUM agrees to repair any damaged equipment or replace equipment destroyed or irreparably damaged with like kind and quality.
12. Utilities. TRILLIUM shall pay the cost of any and all water, electrical, gas or other utility services delivered to the Premises during the Term hereof and shall have such utilities installed and/or connected and maintained at TRILLIUM's sole cost and expense.
13. Taxes. TRILLIUM shall pay, or cause to be paid, before delinquency, any and all real property taxes and assessments and/or possessory interest taxes levied or assessed and which become payable during the Term hereof upon all of TRILLIUM's interest in and to the Premises, and the improvements, equipment, furniture, fixtures and personal property located in or about the Premises. TRILLIUM agrees that, without prior demand or notice by CITY, TRILLIUM shall, not less than fifteen (15) calendar days prior to the day upon which any such tax is due, provide CITY with proof of payment of such tax. Notwithstanding the foregoing, in the event any and all real property taxes and assessments and/or possessory interest taxes that TRILLIUM is obligated to pay would exceed Five Thousand Dollars ($5,000.000) in any calendar year, the parties agree to discuss a commensurate reduction in the amount of Base Rent. If CITY and TRILLIUM are unable to agree upon a reduced Base Rent within thirty (30) days after TRILLIUM first requests, in a written notice to CITY, that the parties discuss the reduction in Base Rent, then, TRILLIUM may terminate this Lease by providing written notice to CITY in which event this Lease shall telminate and neither party shall have any further rights or obligations under this Lease.
14. Holding Over. If TRILLIUM remains in possession of the Premises or any part thereof after the expiration of the Term hereof, or any extension(s) as provided hereunder, with the express written consent of CITY, such occupancy shall be a tenancy from month-to-month.
15. Entry by CITY. TRILLIUM hereby agrees that representatives of the CITY, as designated by CITY's City Administrator, shall have, at all times, the right to enter the Premises and inspect the same to determine if the same complies with each and every Term and condition of this Lease and with all applicable CITY, County, State, and Federal laws, rules, ordinances and regulations relating to occupancy and the conduct of TRILLIUM's business. TRILLIUM hereby waives any claim for damages or for any injury or inconvenience to or interference with TRILLIUM's business, any loss of occupancy or quiet enjoyment of the Premises and any loss occasioned thereby to the extent CITY's actions causing the same rules, ordinances, and regulations. For each of the aforesaid purposes, CITY shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding TRILLIUM's vaults, safes, and files, and CITY shall have the right to use any and all means which CITY may deem proper to open said doors in an emergency, in order to obtain entry to the Premises without liability to TRILLIUM except for any failure to exercise due care for TRILLIUM's property. Any entry to the Premises obtained by CITY by any of said reasons, or otherwise, shall not, under any circumstances, be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of TRILLIUM from the Premises or any portion thereof.
16. Default. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by TRILLIUM:
5 56
A. Abandonment of the Premises by TRILLIUM without an intent to resume operations at the Premises, except upon written notice to CITY at least five (5) business days prior to such vacation in which case such vacation shall not be a default or breach and instead shall be deemed, for all purposes, to be a surrender of the Premises and termination of this Lease.
B. The failure by TRILLIUM to make any payment of rent or any other payment required to be made by TRILLIUM hereunder, as and when due, where such failure shall continue for a period often (10) calendar days after written notice thereof by CITY to TRILLIUM.
C. A failure by TRILLIUM to observe or perform any of the covenants, conditions, or provisions of this Lease to be observed or performed by TRILLIUM, other than as described in § 16.B, above, where such failure shall continue for a period of fifteen (15) calendar days after written notice thereof by CITY to TRILLIUM, provided, however, that if the nature of the default involves such that more than fifteen (15) calendar days are reasonably required for its cure, then TRILLIUM shall not be deemed to be in default if TRILLIUM commences such cure within such fifteen (15) calendar day period and thereafter diligently prosecutes said cure to completion.
D. The making by TRILLIUM of any general assignment or general arrangement for the benefit of creditors, or the filing by or against TRILLIUM of a petition to have TRILLIUM adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against TRILLIUM, the same is dismissed within thirty (30) calendar days); or the appointment of a trustee or a receiver to take possession of substantially all of TRILLIUM's assets located in or about the Premises or of TRILLIUM's interest in this Lease, where possession is not restored to TRILLIUM within thirty (30) calendar days; or the attachment, execution or other judicial seizure of substantially all of TRILLIUM's assets located in or about the premises or of TRILLIUM's interest in this Lease, where such seizure is not discharged in thirty (30) calendar days. Each of the thirty (30) -day periods set forth in this Section 15.D shall be extended as reasonably necessary if TRILLIUM is diligently pursuing the dismissal or other cure set forth herein.
17. Remedies in Default. In the event of any such material default of breach by TRILLIUM, CITY may at any time after expiration of the applicable notice and cure period as set forth in Section 15:
A. Terminate TRILLIUM's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and TRILLIUM shall immediately surrender possession of the Premises to CITY. In such event, CITY shall be entitled to recover from TRILLIUM all damages incurred by CITY by reason of TRILLIUM's default including, but not limited to, the cost of recovering possession of the Premises, expenses of reletting, if any, including necessary renovation and alteration of the Premises, for reasonable attorneys' fees and costs, any real estate commission actually paid, or the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that TRILLIUM proves could be reasonably avoided. Unpaid installments of rent or other sums shall bear interest from due date thereof at the rate of twenty-five (25%) per annum or at the maximum legal rate then in effect in California, whichever is higher. In the event TRILLIUM shall have abandoned the Premises, CITY shall have the option of (1) Taking possession of the Premises and recovering from TRILLIUM the amount specified in this subparagraph, or (2) Proceeding under the provisions of the following subparagraphs.
6 57
B. Maintain TRILLIUM's right to possession, in which case this Lease shall continue in effect whether or not TRILLIUM shall have abandoned the Premises. In such event, CITY shall be entitled to enforce all of CITY's rights and remedies under this Lease, including the right to recover rent as it becomes due hereunder.
C. Pursue any other remedy now or hereafter available to CITY under the laws or judicial decisions of the State of California. Furthermore, TRILLIUM agrees that no election by CITY as to any rights or remedies available hereunder or under or pursuant to any law or judicial decisions of the State of California shall be binding upon CITY until the time of trial of any such action or proceeding.
18. CITY Default. The following shall be deemed a "CITY Default" by CITY hereunder and a material breach of this Lease: If CITY fails to keep, perform, or observe any of the covenants, agreements, terms, or provisions contained in this Lease that are to be kept or performed by CITY and CITY fails to commence and take such steps as are necessary to remedy the same within thirty (30) days after CITY is given written notice specifying the same, or having so commenced, thereafter fails to proceed diligently and with continuity to remedy the same. If a CITY Default occurs, TRILLIUM may, at any time thereafter prior to the curing thereof and without waiving any other rights hereunder or available to TRILLIUM at law or in equity TRILLIUM's rights being cumulative), do any one or both of the following:
A. If CITY's Default renders all or any portion of the Premises untenantable for those uses incidental to or customarily associated with the CNG Facility for more than 15 calendar days, TRILLIUM may terminate this Lease, in which event TRILLIUM shall have no further rights, duties or obligations hereunder.
B. TRILLIUM may perform CITY's obligations hereunder and offset the reasonable costs and expenses incurred by TRILLIUM in doing so against Base Rent thereafter coming due hereunder.
19. Peaceful Possession. CITY covenants that TRILLIUM, so long as it is not in default under this Lease, shall and may peaceably and quietly have, hold, occupy, use and enjoy the Premises during the Term and may exercise all of its rights hereunder, subject only to the provisions of this Lease and applicable governmental laws, rules and regulations. CITY agrees to warrant and forever defend TRILLIUM's right to such occupancy, use and enjoyment and the title to the Premises against the claims of any and all persons whomsoever lawfully claiming the same, or any part thereof, by. through or under CITY.
20. Offset Statement. TRILLIUM shall, at any time and from time to time upon not less than ten (10) calendar days' prior written notice from CITY, execute, acknowledge, and deliver to CITY a statement in writing: A. Certifying that this Lease is unmodified and in foll force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the rental and other charges are paid in advance, if any; and B. Acknowledging that there are not, to TRILLIUM's knowledge, any uncured defaults on the part of CITY hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the property of which the Premises are a part.
CITY shall, at any time and from time to time upon not less than ten (10) calendar days' prior written notice from TRILLIUM, execute, acknowledge, and deliver to TRILLIUM a statement in writing: A. Certifying that this Lease is unmodified and in full force and effect or, if modified, 7 58
stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the rental and other charges are paid in advance, if any; and B. Acknowledging that there are not, to CITY's knowledge, any uncured defaults on the part of TRILLIUM hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the property of which the Premises are a part.
21. Assignment and Subletting. TRILLIUM shall not assign or transfer this Lease or any right hereunder to any other party or parties nor shall TRILLIUM sublet all or any portion of the Premises without first obtaining the written consent of CITY Any assignment or subletting of the Premises without such prior written consent shall be void for all purposes and CITY may, at its option, declare a forfeiture of the same in any manner provided by law. Consent to any such assignment or subletting shall be at CITY's sole discretion and CITY is not required hereunder to consent to any such proposed assignment of subletting of the Premises; provided, however, if CITY fails to approve any assignment of lease or other conveyance of TRILLIUM's interest in this Lease in connection with a sale of all, or substantially all, of the assets of TRILLIUM located in the state of California, then TRILLIUM may elect to terminate this lease by providing written notice to CITY. If TRILLIUM elects to so terminate this Lease, neither party shall have any further rights or obligations under this Lease.
22. Attorneys' Fees. In the event that any action or proceeding is brought by either party to enforce any term or provision of this Lease, the prevailing party shall recover its reasonable attorneys' fees and costs incurred with respect thereto.
23. Fixtures. All trade fixtures and/or temporary facilities or equipment installed in or on the Premises by TRILLIUM may be removed by TRILLIUM at any time during the Term of this Lease, or upon the expiration of the Term, so long as the same may be removed without permanent damage to the Premises. TRILLIUM shall repair all damage which may result therefrom to the reasonable satisfaction of CITY.
24. Indemnification. TRILLIUM agrees to defend, indemnify, and hold CITY and its elected and/or appointed officials, officers, agents, and employees free and harmless from all claims for damage to persons or property by reason of TRILLIUM's negligence or TRILLIUM's acts or those of TRILLIUM's employees, agents, guests, or invitees in connection with TRILLIUM's use and occupancy of the Premises. CITY agrees to defend, indemnify, and hold TRILLIUM and its officers, agents, and employees free and harmless from all claims for damage to persons or property by reason of CITY's negligence or CITY's acts or those of CITY's employees, agents, guests, or invitees.
25. Insurance.
A. Fire and Extended Coverage.
1. TRILLIUM's Duty to Keep Improvements Insured. Throughout the Term hereof, at TRILLIUM's sole cost and expense, TRILLIUM shall keep or cause to be kept insured, for the mutual benefit of CITY and TRILLIUM all improvements located on or appurtenant to the Premises against loss or damage by fire and such other risks as are now or hereafter included in an extended coverage endorsement in common use for such structures, including vandalism and malicious mischief. The amount of insurance shall be no less than ninety percent (90%) of the then replacement cost, excluding costs of replacing excavations and foundations but without deduction for depreciation (herein called "full insurable value"). CITY shall not carry any 8 59
insurance the effect of which would be to reduce the protection or payment to TRILLIUM under any insurance that this Lease obligates TRILLIUM to carry. If any dispute as to whether the amount of insurance complies with the above cannot be resolved by agreement, CITY may, not more than once every three (3) months, request the carrier of the insurance then in force to determine the full insurable value as defined in this provision, and the resulting determination shall be conclusive between the parties for the purposes of this paragraph. TRILLIUM shall include the holder of any mortgage on the Lease as a loss payee to the extent of that mortgage interest.
2. Proceeds of Fire and Extended Coverage Insurance. CITY shall, at TRILLIUM's sole cost and expense, cooperate fully with TRILLIUM to obtain the largest possible recovery, and all policies of fire and extended coverage insurance required by subparagraph 24.A.1, above, shall provide that the proceeds shall be paid to CITY as follows:
a. The proceeds shall be deemed to be held in trust by the recipient to the uses and purposes prescribed by this Lease.
b. Disbursements of proceeds for repair, restoration, or reconstruction of improvements shall be made monthly on architect's certificates until all the work is completed and accepted; provided, however, that such disbursements shall not exceed ninety percent (90%) of the work in place until completion, acceptance, expiration of time for lien claims, and elimination of all liens claimed.
c. Any insurance proceeds remaining after complying with the provisions of this Lease relating to maintenance, repair, and reconstruction of improvements shall be the sole property of TRILLIUM
B. Insurance Requirements. Throughout the Term hereof, at TRILLIUM's sole cost and expense, TRILLIUM shall keep or cause to be kept in full force and effect, for the mutual benefit of CITY and TRILLIUM's insurance, in amount(s) and form(s) required by CITY's insurance requirements as set forth in Exhibit "D".
26. Authority of Parties. Each individual executing this Lease on behalf of TRILLIUM represents and warrants that he or she is fully authorized to execute and deliver this Lease on behalf of TRILLIUM and that this Lease is binding upon TRILLIUM in accordance with its terms.
27. Waiver. The waiver by either Party of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition on any subsequent breach of the same or any other term, covenant, or condition herein contained. The subsequent acceptance of rent hereunder by CITY shall not be deemed to be a waiver of any preceding breach by TRILLIUM of any term, covenant, or condition of this Lease, other than the failure of the TRILLIUM to pay the particular rental so accepted, regardless of CITY's knowledge of such preceding breach at the time of acceptance of such rent.
28. Time/Force Majeure. Time is of the essence of this Lease and each and all of its provisions in which performance is a factor; provided, however, TRILLIUM shall not be considered in default in the event of: Riots, wars, sabotage, civil disturbances, insurrections, acts of government agencies, failure of local, State, or Federal agencies to issue necessary permits or licenses, strikes, or other labor disturbances, explosion, natural disasters such as floods, earthquakes, landslides, and fires, and "other catastrophic events" which are beyond the 9 60
reasonable control of TRILLIUM. The term "other catastrophic events" does not include: A.
The financial inability of TRILLIUM to perform; or B. The failure to obtain the right, or the loss of the right, to use the facilities of any public utility where such failure is due in substantial part to the acts or omissions of TRILLIUM.
29. Late Charges. TRILLIUM hereby acknowledges that late payment by TRILLIUM to CITY of rent or other sums due hereunder will cause CITY to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges. Accordingly, if any installment of rent or of a sum due from TRILLIUM shall not be received by CITY or CITY's designee within ten (10) calendar days after written notice that said amount is past due, then TRILLIUM shall pay to CITY a late charge equal to ten percent (10%) of such overdue amount. The parties hereby agree that such late charges represent a fair and reasonable estimate of the cost that CITY will incur by reason of the late payment by TRILLIUM. Acceptance of such late charges by CITY shall in no event constitute a waiver of TRILLIUM's default with respect to such overdue amount, nor prevent CITY from exercising any of the other rights and remedies granted hereunder.
30. Sale of Premises by CITY. In the event of any sale of the Premises, CITY shall be and hereby in entirely freed and relived of all liability under any and all of the covenants and obligations contained in or derived from this Lease arising out of any act, occurrence, or omission occurring after the consummation of such sale. The purchaser, at such sale or any subsequent sale of the Premises, shall be deemed, without any further agreements between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry out each and all of the covenants and obligations of CITY under this Lease.
31. Signs. TRILLIUM shall not place any sign(s) upon the Premises without CITY's prior written consent and approval thereof.
32. Inability to Perform. This Lease and the obligations of TRILLIUM hereunder shall not be affected or impaired because CITY is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, war, civil insurrection, acts of God, or any other cause beyond the reasonable control of CITY.
33. Successors. Subject to the provisions of this Lease with respect to assignment and subletting, each and all of the covenants and conditions of this Lease shall be binding on and shall inure to the benefit of the successors of the respective parties.
34. Notices. Any notice required or permitted under the terms of this Lease shall be deemed served when personally served on TRILLIUM or CITY or when the same has been placed in the United States mail, postage prepaid, and addressed as follows:
Trillium USA
Ryan Erickson
Vice -President
PO Box 26210
Oklahoma City, OK, 73126
City of Placentia
Samantha Byfield
Public Works Manager
401 E. Chapman Avenue
Placentia, CA 92870
35. Execution by CITY Not a Waiver. TRILLIUM understands and agrees that CITY, by 10 61
entering into and executing this Lease, shall not have waived any right, duty, privilege, obligation or authority vested in the CITY to approve, disapprove or conditionally approve any application which TRILLIUM may be required to make under any laws, rules, ordinances or regulations now or hereafter in effect which said CITY may be empowered to apply, including, but not limited to any use permit or approval, whether similar in nature or not.
36. Post -Acquisition Tenancy. The parties hereto represent and warrant, each to the other, and acknowledge and agree that the other is acting in reliance on the representations and warranties that TRILLIUM is a post -acquisition tenant as the same is defined in Title 25 of California Code of Regulations (§ 6034(b)(1)). TRILLIUM therefore agrees that TRILLIUM has no claim to relocation benefits provided for under Title 25 of the California Code of Regulations or under the California Government Code. TRILLIUM further represents and warrants it has made these representations and warranties upon the advice of legal counsel of its own sole selection, which legal counsel has determined the foregoing is true and correct.
37. Entire Agreement. This Lease contains the entire agreement between the parties.
No promise, representation, warranty, or covenant not included in this Lease has been or is relied on by either party. Each party has relied on such party's own examination of this Lease, the counsel of such party's own advisors, and the warranties, representations, and covenants in the Lease itself. The failure or refusal of either party to inspect the Premises or improvements, to read the Lease or other documents or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice.
11 62
WHEREFORE, the parties hereto have entered into the Lease as of the date set forth below opposite the name of each signatory hereto.
Dated:
9/10/2024
California Trillium Company
By: lawn, Erickson,
Ryan Erickson, Vice President
City of Placentia
Dated: By:
Damien R. Arrula, City Administrator
Approved as to form:
By:
Christian L. Bettenhausen, City Attorney
Attest:
City Clerk and ex -officio Clerk of the
City of Placentia
12 63
EXHIBIT "A"
Legal description & Map
13 64
EXHIBIT "A"
LEGAL DESCRIPTION
C.N.G. LEASE PARCEL
A PORTION OF LOT 2 IN BLOCK 5 OF THE GOLDEN STATE TRACT IN THE CITY OF
PLACENTIA, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP RECORDED IN BOOK 4, PAGE 66 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWESTERLY CORNER OF LOT 2 PER RECORD OF SURVEY 2010-1076 FILED IN BOOK 247 RECORD OF SURVEYS, PAGES 14 TO 18 INCLUSIVE, ORANGE COUNTY RECORDS; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2 NORTH 74°01'21" EAST 230.00 FEET TO THE POINT OF BEGINNING, SAID POINT OF
BEGINNING ALSO BEING THE SOUTHEASTERLY CORNER OF A PARCEL GRANTED TO
THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA AS SHOWN ON SAID RECORD OF SURVEY;
THENCE LEAVING SAID SOUTHERLY LINE OF LOT 2, AND ALONG THE EASTERLY LINE OF SAID METROPOLITAN WATER DISTRICT PARCEL NORTH 15°58'25" WEST 168.00 FEET TO A POINT THAT IS 32.00 FEET FROM THE NORTHEASTERLY CORNER OF SAID LOT 2 PER SAID RECORD OF SURVEY;
THENCE LEAVING SAID EASTERLY LINE NORTH 74°01'21" EAST TO A LINE THAT IS PARALLEL WITH AND 55.00 FEET EASTERLY FROM THE EASTERLY LINE OF SAID LOT 2 OF SAID RECORD OF SURVEY;
THENCE ALONG SAID PARALLEL LINE SOUTH 15°58'25" EAST 168.00 FEET TO SAID SOUTHERLY LINE OF LOT 2 OF SAID RECORD OF SURVEY;
THENCE LEAVING SAID PARALLEL LINE AND ALONG SAID SOUTHERLY LINE OF LOT 2 SOUTH 74°01'21" WEST 55.00 FEET TO THE POINT OF BEGINNING.
CONTAINING: 9,240 SQ. FT. MORE OR LESS.
SUBJECT TO ALL COVENANTS, RIGHTS, RIGHT-OF-WAY AND EASEMENTS OF RECORD.
ALL AS SHOWN ON THE PLAT ATTACHED HERETO AS "EXHIBIT B" AND BY THIS REFERENCE MADE A PART HEREOF.
THIS LEGAL DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTION IN CONFORMANCE WITH THE LAND SURVEYOR'S ACT.
PORTION OF APN: 344-102-09
PREPARED BY
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THIS PLAT WAS PREPARED BY ME OR UNDER MY DIRECTION
IN CONFORMANCE WITH THE PROFESSIONAL LAND
SURVEYOR'S ACT ON MAY 21, 2024.
J BRALEY L.S. 8446
5-21-2024
DATE
CNG STATION LEASE PARCEL
2999 E. LA JOLLA STREET
ANAHEIM, CA 92806
PREPARED FOR: CITY OF PLACENTIA
SHEET NUMBER
1 OF 1 SHEETS
JOB NUMBER
DATE SUBMITTED: 05/21/2024
P27624-000378cG6
Exhibit "B"
Maintenance Schedule
14 67
,`Trillium
A4ir lows Company
City of Placentia, CA
Lease of CNG Station and Management Services
Trillium Proposal
Schedule
Preventative Station Maintenance Matrix
Station Maintenance Schedule
Maintenance Activity
Visual site inspection
Monitor/record station operation
Check equipment fault history
Check for unusual noises and operating conditions
Check skids for gas leaks
Check compressor oil level
Check for oil leaks
Inspection/replacement of compression system filters
Clean and inspect fast fill dispensers and nozzles
Clean and lubricate breakaway couplings
Check hoses and nozzles
Complete reports
Drain oil from skid recovery system
Drain condensate pot
Verify proper function of alarm and ESD system
Inspect lubrication system and compressor oil
Drain dryer liquid
Drain oil from dispensers
Cycle dryer
Lubricate motors
Lubricate fan bearings
Service air dryer
Change compressor coalescing filter
Change dispenser coalescing filters
Change air compressor oil
Check/drain storage vessels
Check/tighten fan belts
Calibrate dew point sensors on dryer
Service gas dryer
Change dryer filters
Check all compressor safety shutdowns
Check ESD operation
Check all station shutdowns
Check dryer safety shutdowns
Test dispenser hoses
Check/test pressure relief valves
Station safety audit
Trillium: One Partner Any Fuel
22 68
,`Trillium
Altowi Company
Compressor Recommended Maintenance
Trillium Maintenance Schedule
Maintenance Activity
City of Placentia, CA
Lease of CNG Station and Management Services
Trillium Proposal
Check Frame Oil Pressure
Check Frame Oil Level
Check Lubricator Block Indicator
Check Packing Vents
Check for Gas Leaks
Check for Oil Leaks
Check Operation Pressures and Temps
Check Lube Oil Level
Check for Abnormal noise
Check for Abnormal Vibration
Check and Confirm Safety Shutdown Function
Change Oil Filter
Change Oil (or as needed)
Check Crankcase for Foreign Material
Check/Re-Torque Base Bolts
Check/Replace High Pressure Piston Rings
Check Main Bearing Clearance
Check Crosshead Guide Clearance
Inspect/Replace Valves
Inspect Cylinder Bore
Inspect/Replace Piston Rings
Inspect/Replace Piston Rods
Rebuild Cylinder Packing Cases
Inspect/Re-Align Coupling
Check/Record Rod Run Out
Check/Replace DNFT
Pressure Test Lubricator Distribution Blocks
Check Auxiliary Gears and Chain
Rebuild Oil Wiper Cases
Check Main/Connect Rod Bearing Clearance
Check Crosshead Guide Clearance
Check Crosshead Pin Busing
Check Piston Ring Groove
Replace Main and Connecting Rod Bearings
Replace Lubricator Distribution Blocks
Replace Crosshead Bushings
Trillium: One Partner Any Fuel
23 69
Exhibit C
Equipment List
15 70
EXHIBIT C - EQUIPMENT LIST
The following is a list of CNG equipment on site, including make and model. • 1 - JW Power Company EA -200-2-4 Compressor Package
• 1 - Xebec Single Tower Natural Gas Dryer STR-30NGX-3S • 2 - Kraus Dual Hose Dispensers HAM 2D CGG-P63CX12B2B01 • NCR Fuel Management
• 6 - CP Industries 20" ODX21' ASME Pressure Vessels
• Electrical Distribution Gear and Motor Control Center • Trillium Control System
71 Exhibit D
Insurance Requirements
16 72
EXHIBIT B
INSURANCE REQUIREMENTS
A. Minimum Scope and Limits of Insurance
City reserves the right to review any and all of the required insurance policies and/or endorsements, but has no obligation to do so. Failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance, including any extension thereof, of this Agreement.
Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement, including any extension thereof, all of the following minimum scope of insurance coverages:
1. Commercial General Liability Insurance
• Commercial general liability insurance no less broad than Insurance Services Office (ISO) form CG 00 01.
• Minimum Limits: $2,000,000.00 per occurrence; $4,000,000.00 general aggregate; $4,000,000.00 products/completed operations aggregate. The aggregate limit, encompassing the above coverage, shall apply separately to this project/location. The required limits may be provided by a combination of general liability insurance and commercial excess or umbrella liability insurance. If Contractor maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor.
• Any deductible or self-insured retention shall be shown on the certificate of insurance.
If the deductible or self-insured retention exceeds $25,000.00, it must be approved in advance by City. Contractor is responsible for any deductible or self-insured retention and shall fund it upon City's written request, regardless of whether Contractor has a claim against the insurance or is named as a party in any action involving City. • Coverage shall be continued for three (3) years after completion of the work. • City shall be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the Contractor. City shall continue to be an additional insured for completed operations for three (3) years after completion of the work. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance at least as broad as one of the following ISO ongoing operations forms: CG 20 10 or CG 20 26 or CG 20 33 (not allowed from subcontractors), or CG 20 38; and one of the following ISO completed operations forms: CG 20 37, 2039 (not allowed from subcontractors), or CG 20 40. • The policy definition of "insured contract" shall include assumptions of liability arising out of both ongoing operations and the products/completed operations hazard ("f" definition of insured contract in ISO form CG 00 01, or equivalent). • The insurance provided to the additional insureds shall be primary to, and non- contributory with, any insurance or self-insurance program maintained by them. 73 • The policy shall cover inter -insured suits and include a "separation of insureds" or "severability" clause which treats each insured separately. • The policy shall be endorsed to include a written waiver of the insurer's right to subrogate against all persons or entities that are, or are required to be, additional insureds.
• The policy shall not contain a contractors' warranty or other similar language which eliminates or restricts insurance because of a subcontractor's failure to carry specific insurance or to supply evidence of such insurance.
• Required evidence of coverage:
1. Copy of the endorsements naming the City of Placentia, its officers, officials, employees, agents, and volunteers as additional insureds;
2. Copy of the endorsement or policy language indicating that coverage applicable to the additional insureds is primary and non-contributory;
3. Properly completed certificate of insurance; and
4. Completed and signed Agent/Broker Questionnaire with supporting documentation as required.
2. Business Automobile Liability Insurance
• Minimum Limit: $2,000,000.00 combined single limit per accident. • Coverage shall apply to all owned, hired, leased, and non -owned vehicles. • City shall be endorsed as additional insured.
• Required evidence of coverage:
1. Copy of the endorsement naming the City of Placentia, its officers, officials, employees, agents, and volunteers as additional insureds; and
2. Properly completed certificate of insurance.
3. Workers' Compensation & Employer's Liability Insurance • Workers' compensation insurance with statutory limits as required by the Labor Code of the State of California.
• Employer's liability with limits of $1,000,000.00 per accident; $1,000,000.00 disease per employee; $1,000,000.00 disease per policy.
• The policy shall include a written waiver of the insurer's right to subrogate against City. • Required evidence of coverage:
1. Subrogation waiver endorsement; and
2. Properly completed certificate of insurance.
4. Contractor's Pollution Liability Insurance
• Minimum Limits: $2,000,000.00 per pollution incident; $2,000,000.00 policy aggregate. • Coverage shall apply to pollution incidents at or from any location at which Contractor 74 is performing work under this Agreement.
• Any deductible or self-insured retention shall be shown on the certificate of insurance.
If the deductible or self-insured retention exceeds $25,000.00, it shall be approved in advance by City. Contractor is responsible for any deductible or self-insured retention and shall fund it upon City written request, regardless of whether Contractor has a claim against the insurance or is named as a party in any action involving City. • City shall be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the Contractor. Additional insured status shall continue for three (3) years after completion of the work. • The insurance provided to the additional insureds shall apply on a primary and non- contributory basis with respect to any insurance or self-insurance program maintained by them.
• The insurance shall be continued for three (3) years after completion of the work. • Reauired evidence of coverage:
1. Copy of the endorsement naming the City of Placentia, its officers, officials, employees, agents, and volunteers as additional insureds;
2. Copy of the endorsement or policy language indicating that coverage for the additional insureds is primary and non-contributory; and
3. Properly completed certificate of insurance.
5. Standards for Insurance Companies
• All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commission to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide.
B. Documentation and Other Provisions
1. The name and address for additional insured endorsements and certificates of insurance is: City of Placentia, 401 E. Chapman Ave., Placentia, CA 92870.
2. Defense fees and costs shall not deplete the limits of any insurance provided under this Agreement.
3. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure the City is an additional insured on insurance required from subcontractors.
4. Contractor agrees to waive and to obtain endorsements from insurers waiving subrogation rights against the City of Placentia, its officers, officials, employees, agents, and volunteers for losses arising from work performed by Contractor for the City and to require each of its subcontractors, if any, to do likewise under their insurance policies.
5. The Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Placentia, its officers, officials, 75 agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy.
6. Coverage shall be on a standard occurrence form. Claims -made forms are not acceptable. Modified, limited, or restricted occurrence forms are not acceptable.
7. Current evidence of coverage shall be provided for the entire required period of insurance.
8. Contractor shall deliver to the City, in the manner required for notices, copies of required insurance policies and endorsements of all insurance policies required by the Lease, within the following time limits: (1) Ten (10) days prior to the commencement of work to be performed under this Agreement; (2) For insurance becoming required at a later date, at least ten (10) days before the requirement takes effect; For any renewal or replacement of a policy already in existence, at least thirty (30) days before expiration or other termination of the existing policy.
9. Said policies shall not terminate, nor shall they be cancelled or coverage reduced, without at least thirty (30) days' written notice to the City. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any cancelled policy or reduction in the required insurance limits, the City may procure such insurance at Contractor's sole cost and expense.
76 CERTIFICATE OF LIABILITY INSURANCE
DATE(MM/DD/YYYY)
09/04/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Aon Risk Services Southwest, Inc.
Houston TX Office
1300 Post Oak Blvd., Suite 1400
Houston TX 77056 USA
INSURED
Trillium USA Company LLC
PO Box 26210
Oklahoma City OK 73126 USA
COVERAGES
CONTACT
NAME:
PHONE
(A/C. No. Ext):
E-MAIL
ADDRESS:
INSURER A:
INSURER B:
INSURER C:
INSURER D:
INSURER E:
INSURER F:
CERTIFICATE NUMBER: 570107982958
(866) 283-7122
(AX No.): (800) 363-0105
INSURER(S) AFFORDING COVERAGE
Texas Insurance Company
Ironshore Specialty Insurance Company
ACE American Insurance Company
Indemnity Insurance Co of North America
ACE Fire Underwriters Insurance Co.
REVISION NUMBER:
NAIC #
16543
25445
22667
43575
20702
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSH
LTR
C
A
D
C
B
TYPE OF INSURANCE
X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE X OCCUR
GEN'LAGGREGATE LIMITAPPLIES PER:
X POLICY PRO LOC
JECT
AUUL SUBH PULIGY EFF PULIGY EyyXXyPP
MSD WYU4
D NUMBER
XSLG48912783 o /1ULl / y)
04/01//015
SIR applies per policy terns & condi-ions
OTHER:
AUTOMOBILE LIABILITY Y Y ISA H10764919 04/01/2024 04/01/2025
X - ANY AUTO
OWNED
— AUTOS ONLY
HIRED AUTOS
- ONLY
X UMBRELLA LIAB
EXCESS LIAB
SCHEDULED
AUTOS
NON -OWNED
AUTOS ONLY
X
OCCUR
CLAIMS -MADE
DED X RETENTION
WURKE S C MPENSATION AND
EMPLOYERS' LIABILITY
ANY PROPRIETOR / PARTNER / EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Environmental Site Liability
Y/N
N
LIMITS
EACH OCCURRENCE
DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL& ADV INJURY
GENERAL AGGREGATE
PRODUCTS-COMP/OPAGG
COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY ( Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)
Y Y TCOK20347a 12/01/2020 04/01/2025 EACH OCCURRENCE
SIR applies per policy terns & condi :ions (AGGREGATE
N/A
Y WLRC54507902
CA & AOS
Y WLRC54508050
AZ
Y Y ISPILLSCHJOA001
04/01/2024 04/01/2025
04/01/2024 04/01/2025
04/01/2022 04/01/2025
X PER STATUTE I IORTH-
E.L. EACH ACCIDENT
E.L. DISEASE -EA EMPLOYEE
E.L. DISEASE -POLICY LIMIT
Aggregate
Each Incident
$1,000,000
$1,000,000
$1,000,000
$8,000,000
$8,000,000
$5,000,000
$10,000,000
$15,000,000
Holder Identifier : BAFEG
Certificate No : 570107982958
$1,000,000
$1,000,000
$1,000,000 --
$10,000,000 --
sio,000,000
eit
11112=
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) MCS90 and CA9948 are included on the above referenced Automobile Liability policy. If required by contract, The City of Placentia, its officers, officials, employees, agents and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability,Automobile Liability, Umbrella Liability and Pollution Liability policies. General Liability, Automobile Liability and Umbrela Liability policies evidenced herein are Primary and Non -Contributory to other insurance available to The City of Placentia, its officers, officials, employees, agents and volunteers, but only in accordance with the policy's provisions. If Required by contract, a Waiver of Subrogation is granted in favor of The City of Placentia, its officers, officials, employees, agents and volunteers in accordance with the policy provisions of the General Liability,
CERTIFICATE HOLDER CANCELLATION
City of Placentia
401 E. Chapman Ave.
Placentia CA 92870 USA
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
t.J4 ML,, Vst i'YCIt d cJGeG GOe t 920.
©1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 77 AGENCY CUSTOMER ID: 570000058326
LOC #:
ADDITIONAL REMARKS SCHEDULE
AGENCY NAMED INSURED
Aon Risk Services Southwest, Inc. Trillium USA Company LLC
POLICY NUMBER
See Certificate Number: 570107982958
CARRIERNAIL CODE
see Certificate Number: 570107982958
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance EFFECTIVE DATE:
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER
INSURER
INSURER
INSURER
ADDITIONAL POLICIES
INSR
LTR
E
TYPE OF INSURANCE
WORKERS COMPENSATION
Page _ of _
If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits.
ADDL SUBR
INSD WVD
POLICY NUMBER
POLICY POLICY
EFFECTIVE EXPIRATION
DATE DATE
(MM/DD/YYYY) (MM/DD/YYYY)
N/A Y 5CFc54508116 04/01/2024 04/01/2025
WI
LIMITS
ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
78 ,44C-0/2/1"
AGENCY
Aon Risk Services Southwest, Inc.
AGENCY CUSTOMER ID: 570000058326
LOC #:
ADDITIONAL REMARKS SCHEDULE
POLICY NUMBER
see certificate Number: 570107982958
CARRIER
see certificate Number: 570107982958
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS
FORM NUMBER: ACORD 25 FORM
Additional Description of Operations / Locations / Vehicles:
Automobile Liability, umbrella
NAC CODE
NAMED INSURED
Trillium USA Company LLC
EFFECTIVE DATE:
A SCHEDULE TO ACORD FORM,
TITLE: Certificate of Liability Insurance
Liability, Pollution Liability and workers' compensation policies.
Page _ of _
ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
79 ADDITIONAL INSURED — OWNERS, LESSEES OR
CONTRACTORS — SCHEDULED PERSON OR ORGANIZATION
Named Insured
Love's Travel Stops & Country Stores, Inc.
Policy Symbol
XSL
Policy Number
G48912783
Endorsement Number
1 Policy Period Effective Date of Endorsement
04/01/2024 to 04/01/2025
Issued By (Name of Insurance Company)
ACE American Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This Endorsement modifies insurance provided under the following:
EXCESS COMMERCIAL GENERAL LIABILITY POLICY
SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s):
Any Owner, Lessee or Contractor whom you have agreed
to included as an additional insured under a written
contract, provided such contract was executed prior to the date of loss.
Location(s) Of Covered Operations
All locations where you are performing operations
for such additional insured pursuant to any such
written contract.
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A.
7 Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organiza- tion(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above.
However:
1. The insurance afforded to such additional insured only applies to the extent permitted by law; and
2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.
B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply:
This insurance does not apply to "bodily injury" or "property damage" occurring after:
1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or XS -21168a (04/13)
Copyright, Insurance Services Office, Inc., 2012 Page 1 of 2 80 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.
C. With respect to the insurance afforded to these additional insureds, the following is added to Section 111 — Limits Of Insurance And Retained Limit:
If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.
XS -21168a (04/13)
Authorized Representative
Copyright, Insurance Services Office, Inc., 2012 Page 2 of 2 81 5
ADDITIONAL INSURED —
DESIGNATED PERSONS OR ORGANIZATIONS
Named Insured Love's Travel Stops & Country Stores, Inc.
Policy Symbol
ISA
Policy Number
H10764919
Endorsement Number
3 Policy Period Effective Date of Endorsement
04/01/2024 TO 04/01/2025
Issued By (Name of Insurance Company)
ACE American Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
AUTO DEALERS COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
EXCESS BUSINESS AUTO COVERAGE FORM
Additional Insured(s): Anv person or organization whom you have aareed to include as an additional insured under a written contract. provided such contract was executed prior to the date of loss.
A. For a covered "auto," Who Is Insured is amended to include as an "insured," the persons or organizations named in this endorsement. However, these persons or organizations are an "insured" only for "bodily injury" or "property damage" resulting from acts or omissions of:
1. You.
2. Any of your "employees" or agents.
3. Any person operating a covered "auto" with permission from you, any of your "employees" or agents.
B. The persons or organizations named in this endorsement are not liable for payment of your premium.
Authorized Representative
DA-9U74c (03/16) Page 1 of 1
82 CHUBB``
2 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Named Insured
Love's Travel Stops & Country Stores, Inc.
Policy Symbol
XSL
Policy Number
G48912783
Endorsement Number
4 Policy Period Effective Date of Endorsement
04/01/2024 to 04/01/2025
Issued By (Name of Insurance Company)
ACE American Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
EXCESS COMMERCIAL GENERAL LIABILITY POLICY
SCHEDULE
Name of Person or Organization: Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss.
The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section W - Conditions:
We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this policy. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above.
All Other Terms And Conditions Remain Unchanged.
Authorized Representative
XS-6W34a (02/20)
83 3
POLICY NUMBER: ISA H10764919 Endorsement Number: 7
COMMERCIAL AUTO
CA 04 44 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.
Named Insured: Love's Travel Stops & Country Stores, Inc.
Endorsement Effective Date:
SCHEDULE
Name(s) Of Person(s) Or Organization(s):
Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss.
Information 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
84 Workers' Compensation and Employers' Liability Policy Named Insured
LOVE'S TRAVEL STOPS & COUNTRY STORES, INC.
10601 NORTH PENNSYLVANIA AVENUE
OKLAHOMA CITY OK 73120
Policy Period
04-01-2024 TO 04-01-2025
Issued By (Name of Insurance Company)
ACE FIRE UNDERWRITERS INS CO
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.
Endorsement Number
Policy Number
Symbol: SCF Number: C54508116
Effective Date of Endorsement
04-01-2024
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.
This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.
Schedule
ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS.
For the states of CA, UT, TX, refer to state specific endorsements.
This endorsement is not applicable in KY, NH, and NJ.
The endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications. According to Section 287.150(6) of the Missouri statutes, a contractual provision purporting to waive subrogation rights against public policy and void where one party to the contract is an employer in the construction group of code classifications.
For Kansas, use of this endorsement is limited by the Kansas Fairness in Private Construction Contract Act(K.S.A.. 16-1801 through 16-1807 and any amendments thereto) and the Kansas Fairness in Public Construction Contract Act(K.S.A 16-1901 through 16-1908 and any amendments thereto). According to the Acts a provision in a contract for private or public construction purporting to waive subrogation rights for losses or claims covered or paid by liability or workers compensation insurance shall be against public policy and shall be void and unenforceable except that, subject to the Acts, a contract may require waiver of subrogation for losses or claims paid by a consolidated or wrap-up insurance program.
Authorized Representative
WC 00 03 13 (11/05) Ptd. U.S.A. Copyright 1982-83, National Council on Compensation 85 Exhibit E
Scope of Work
17 86
SCOPE OF WORK
CITY OF PLACENTIA CNG FUELING STATION SERVICE. MAINTENANCE & OVERSIGHT The City of Placentia (City) owns a Compressed Natural Gas (CNG) fueling facility located at 2999 E. La Jolla Street, Placentia, CA 92870. The City is initiating this request for proposals (RFP) to solicit proposals from qualified CNG station operators for the inspection, service, maintenance, and management of its CNG fueling facility.
The CNG fueling station supports the operation of City vehicles and provides fueling for other public agencies and private fleets. The selected operator shall provide and manage its own cardlock or point of sale purchasing system. On average, the City's CNG fueling station dispenses 432,350 diesel gallon equivalent (DGE) or 592,628 therms per year.
AGREEMENT EFFECTIVE START DATE
The City has a current agreement to lease its CNG fueling station which is set to expire June 30, 2024. As a result of the existing agreement, any award and work under this RFP will take effect no sooner than July 1, 2024.
REPORTING
Operator shall provide detailed reports to City by the seventh day of each month for the prior month and within 10 days after the end of the fiscal year for the prior fiscal year annual report.
The report will include a complete accounting of all transactions including purchaser information, number of transactions, GGE and therms purchased, and sales amounts for each purchaser, each month and all purchasers for the reporting period and each fiscal year.
Operator shall also provide monthly maintenance and operations reports which shall include a complete accounting of all inspections, service, maintenance, photos and repair activities for the reporting period. An online or cloud -based customer portal that allows for access to work orders, reports, invoices and ad hoc reports is desired.
RENT
Operator shall pay City as base rent as included in their proposal each lease year. Operator shall pay rent to City within 30 days after each anniversary of the Commencement Date during the term hereof, with the first year's rent payable within 30 days after the execution of the agreement by both City and Operator. Base rent payments shall be payable to City within 30 days of the anniversary of the Commencement date and each year of the initial term thereafter.
Rental, royalty, and other payments to be made shall be paid to City without deduction or offset except as expressly set forth in the agreement.
87 RENEWABLE NATURAL GAS
In the event that renewable natural gas (RNG) becomes commercially available, the Operator shall obtain 85,971 diesel gallon equivalent (DGE) of RNG per calendar year which shall be credited to the City to satisfy the State -mandated procurement target.
Operator shall provide documentation to the City that RNG is deemed renewable per CalRecycle definition, procured from a permitted anaerobic digestion facility in California. RNG procured from any other source or procured without CalRecycle acceptable documentation shall not be considered RNG for the City's purposes.
Operator shall satisfy themselves regarding SB 1383 procurement requirements or contact CalRecycle to satisfy any inquiries on bioenergy and anaerobic digestion.
ROYALTY PAYMENT
Operator shall pay City annual royalty payment equal to percentage of all revenue as included in their proposal. Said royalty payments shall be made annually, for the previous lease year within 10 days of the end of the fiscal year, June 30tH
CAPITAL IMPROVEMENTS
Operator shall be responsible for all capital improvements to the station and solely responsible for funding all costs for such improvements. All proposed capital improvements shall be included in the proposal along with a timeline and estimated costs.
MAINTENANCE
Operator is responsible for all operations and maintenance services and associated costs.
Operator personnel and subcontractors shall perform the actual on-site service and maintenance activities for the CNG station and equipment. All operations and maintenance shall be performed in a safe and legal manner and in compliance with all City, CaIOSHA, State and Federal requirements.
Operator is responsible for furnishing appropriately trained maintenance personnel and is responsible for furnishing its personnel with vehicles, safety equipment, computers, and all materials and supplies necessary to complete work. Operator shall provide service personnel with the required personal protective equipment necessary for the work. Operator shall provide maintenance personnel with a standard uniform which includes a company name or logo and the individual employee's name for identification purposes. 88 Maintenance activities include, but are not limited to, the following:
Proactive Maintenance
Daily monitoring of CNG station systems including critical flow, temperature, pressure, vibration, leaks and false alarms. Electronic monitoring is an acceptable alternative to an on- site inspection.
Periodic Maintenance
Maintenance shall be performed in conformance with manufacturer recommendations and industry best practices. Contractor shall develop a scheduled maintenance process per each manufacturer or vendor requirements for each of the major and minor components of the CNG station. Maintenance for each component shall be performed per schedule and in a timely manner. Maintenance shall be performed in such a manner as to eliminate emergency shutdowns and catastrophic failures.
Weights & Measures
Calibration of CNG dispensers shall be in conformance with manufacturer recommendations and industry best practices. Operator shall develop a scheduled process per each manufacturer or vendor requirements for each dispenser. Calibration activities shall be included in maintenance reports.
Cleanliness
Operator shall keep the CNG station and equipment clean to the greatest extent possible to improve performance, help determine oil and grease leaks and prevent any wear on fitting and hoses. Contractor shall use non-flammable, US EPA Safer Choice leaning products to protect human health and the environment.
Filters
Filters on the CNG station equipment shall be replaced in conformance with manufacturer recommendation and industry best practices. When replaced, the new filter shall be marked with the date (MM/DD/YYYY) of installation as well as the equipment hours (as applicable) on the filter housing. Filter replacements shall be noted in maintenance reports.
SYSTEM MONITORING AND ALARMS
CNG station monitoring and alarm systems must be operational at all times. The monitoring an alarm system shall be tested monthly preferable during minimal demand periods.
Operator's monitoring system shall be capable of proactively troubleshooting and diagnosing CNG station failures remotely and dispatching technician support as needed.
HAZARDOUS WASTE
Operator shall be responsible for the removal of hazardous waste materials. Contractor shall not stockpile hazardous materials in the CNG station or adjacent areas. 89 MATERIALS AND SUPPLIES
Operator is responsible for the procurement of all materials, parts and services.
COORDINATION AND COMPLIANCE WITH REGULATORY AGENCIES
Operator shall maintain and pay required permits for CNG station operations. Operator is responsible for maintaining compliance with all applicable federal, state and local laws and regulatory requirements and shall hold the City harmless from any violations of said laws and regulations.
Operator shall consult with City prior to initiating contact with any regulatory agencies.
Routine communication for ongoing permitting shall not require City prior approval. Operator shall keep City fully apprised, both by immediate oral notification and in writing, of any such discussions with regulatory personnel.
Operator shall immediately notify the City CNG Contract Manager or designees when regulatory inspectors are on City property and shall immediately provide all inspections reports issued by regulators to City. When a regulatory agency identifies a violation or cites a defect, Operator shall provide City CNG Contract Manager or designee with a written remedial action plan within five business days, which addresses how Operator intends to resolve (or has already resolved) all regulatory violations, and any mitigating circumstances that led to violation. Operator shall provide City CNG Contract Manager or designee with any inspection reports recommending violation. Any and all penalties and fines imposed regarding violation of state and federal codes, regulations and laws shall be wholly borne by Operator when the violation occurs as a result of Operator's failure to perform as required by the agreement.
SAFETY
Where an immediate and serious hazard exists, Operator has the authority to immediately contact the appropriate personnel to request that the hazardous condition be corrected, or hazardous practices halted.
OTHER ADMINISTRATIVE DUTIES
Operator shall update and maintain as -built drawings in AutoCAD format based on any changes made to CNG facilities. Updates to as -built drawings shall be provided to City Contract Manager or designee.
SOFTWARE
Right and license to use any software installed by Operator at CNG station that is needed to operate and maintain the systems shall be transferred to City along with all maintenance records and electronic records, programs, and files upon termination of the contract. 90 AUDITING PROVISION
The City shall have the right to audit the Operator's financial statements related solely to the City's CNG Station every two years. The City shall select the auditor and the Operator shall cover 50% of the cost of the audit.
91 LEASE OF CNG FUELING STATION
This Lease dated as of October 1, 2024 ("Date of this Lease") is made and entered into by and between the CITY OF PLACENTIA, a Charter City and municipal corporation ("CITY") and Trillium USA Company, dba California Trillium Company ("TRILLIUM") with regard to the leasing of certain portions of CITY's Corporation Yard, together with rights of access and entry thereto ("Lease").
1. Premises. CITY hereby agrees to lease to TRILLIUM and TRILLIUM agrees to lease from CITY that certain real property, together with improvements thereon, located in the City of Placentia, California, commonly known by the street address of 2999 E. La Jolla, hereinafter referred to as "the Premises", all as more particularly described in the plat attached hereto as Exhibit "A" and by this reference made a part hereof. The Premises includes improvements containing a Compressed Natural Gas Fueling ("CNG") Facility, with related appurtenances. CITY hereby grants to TRILLIUM a license over the driveway/road depicted on Exhibit "A" attached hereto in order to allow TRILLIUM and its employees, agents, invitees, customers, and other third parties to gain access to the Premises to and from the public road and such license shall be irrevocable during the Term (as defined below). Said Lease is subject to the terms, covenants, and conditions hereinafter set forth covenants, as a material part of the consideration for this Lease, to keep and perform each and every term, covenant, and condition of said Lease.
2. Term. The term ("Term") of this Lease shall extend from October 1, 2024 ("Commencement Date") until June 30, 2029. The twelve (12) -month period commencing on July 1, 2025, and each twelve (12) -month period commencing on July 1 throughout the Term, as extended, shall be referred to herein as a "Lease Year". Upon termination of this Lease, or any extension hereof, TRILLIUM shall quit the Premises and leave the same in a broom -clean condition. The agreement may be extended for an additional five-year term upon agreement of the parties.
3. Rent.
Base Rent. TRILLIUM and CITY agree that, subject to the terms of this Lease, during the Term specified in § 2, above, TRILLIUM shall pay to CITY, as base rent, the sum of Eighty Thousand Dollars ($80,000.00) per Lease Year. TRILLIUM and CITY agree that TRILLIUM shall pay to CITY said base rent within 30 days after each July 1 during the Term hereof, with the first years' rent of Sixty Thousand Dollar ($60,000.00) payable within 30 days after execution of the Lease by both CITY and TRILLIUM. Base rent payments shall commence and be payable to CITY within 30 days after July 1, 2025 and each Lease Year of the initial Term thereafter. Said rental, and any royalty or other payments to be made hereunder shall be paid to CITY, without deduction or offset except as expressly set forth in this Lease, in lawful money of the United States of America, at 401 E. Chapman Avenue, Placentia, California 92870, or at such other place as CITY may designate, in writing.
A. Royalty Payment(s). TRILLIUM and CITY further agree that, during the Term specified in § 2, above, TRILLIUM shall pay to CITY a sum equal to TRILLIUM's Four percent (4%) of all Revenue. Said royalty payment(s) shall be made annually, for the previous Lease Year, within 10 days of the end of the fiscal year, June 30.
B. Volumetric Excise Tax Credit ("VETC"). TRILLIUM and CITY agree that TRILLIUM will be eligible to file for, and receive, the VETC and that CITY shall not have any interest or rights to the same. While the VETC is in effect, TRILLIUM will refund CITY the credit received on all CITY fuel sales less the amount of applicable excise taxes. For example, if 1 52
TRILLIUM receives a $0.50 per GGE VETC, and taxes equate to $0.183 per OGE, TRILLIUM will refund the CITY .317 per OGE. To facilitate TRILLIUM's responsibilities to file for the VETC, ownership of the station gas meter will be transferred from the CITY to TRILLIUM and CITY shall take such other actions as a reasonably requested by TRILLIUM. If any VETC refunded to CITY is disallowed in a subsequent audit (unless due to the negligence of TRILLIUM), CITY shall reimburse TRILLIUM for such disallowed amount, including any additional interest or penalties that may be assessed.
C. Renewable Natural Gas Credit. TRILLIUM and CITY agree that, in the event that RNG, as defined by CalRecycle, becomes commercially available, TRILLIUM shall obtain 55,881 diesel gallon equivalent (DGE) of renewable natural gas (RNG) in calendar year 2024 and 85,971 DGE of RNG each calendar year through the Term specified above, which shall be credited to CITY. TRILLIUM shall provide documentation to CITY that RNG is deemed renewable per Department of Resources Recycling and Recovery (CalRecycle) definition and procured from a permitted anaerobic digestion facility in California. RNG procured from any other source or procured without CalRecycle acceptable documentation shall not be considered RNG.
D. TRILLIUM shall not be obligated to pay any rent or other amounts to CITY except as expressly set forth in this Section 3.
4. Audit. CITY shall have the right to audit TRILLIUM's financial statements related solely to the City's CNG Station every two (2) years. CITY shall select the auditor and shall cover one hundred percent (100%) of the cost of the audit.
5. Use. TRILLIUM shall use the Premises as a CNG facility and related uses, and shall not use or permit the Premises to be used for any other purpose without the prior written consent of CITY. Without limiting TRILLIUM's right to operate as a CNG Facility, TRILLIUM shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which will in any way increase the existing rate of or affect any fire or other insurance upon the Premises or any of its contents, or cause cancellation of any insurance policy covering the Premises or part thereof or portion of its contents. Neither party to this Lease shall do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of the other party hereto or injure or annoy them or either parties' use or allow or permit the Premises to be used for any improper, immoral, unlawful, or objectionable purpose, nor shall either party cause, maintain, or permit any nuisance in or about the Premises nor commit or suffer to be committed any waste in or upon the Premises.
6. Compliance with Law. Without limiting TRILLIUM's right to operate a CNG Facility, TRILLIUM shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance, or other governmental rule or regulation now in force or which may hereinafter be enacted or promulgated. TRILLIUM shall, at its sole cost and expense, cause its operations and other activities on the Premises to promptly comply with all Federal, State, and CITY laws, statutes, ordinances, and other governmental rules, regulations, or requirements now in force or which may hereinafter be enacted or promulgated, including, but not limited to, Americans with Disabilities Act requirements, and with the requirements of any board of fire insurance underwriters or other similar bodies now or hereafter constituted, relating to, or affecting the condition, use or occupancy of the Premises (collectively, "Laws and Regulations"), excluding structural changes not related to or affected by TRILLIUM's use(s) and acts. The final, non -appealable judgment of a court of competent jurisdiction or the admission by TRILLIUM in any action against TRILLIUM, whether CITY be a 2 53
party thereto or not, that TRILLIUM has violated any law, statute, ordinance, or any other governmental rule or regulation shall be conclusive of that fact as between CITY and TRILLIUM.
7. Alterations and Additions.
A. General. TRILLIUM shall not make or suffer to be made any alterations, additions, or improvements in or to or about the Premises or any part thereof, with a cost in excess of TEN THOUSAND ($10,000.00), without the written consent of CITY first had and obtained. Any alterations, additions, or improvements in, to or about the Premises including, but not limited to, wall coverings, paneling and built-in cabinet work, but excepting movable furniture and trade fixtures, shall on the expiration of the Term, or any extension(s) thereof, become a part of the realty and belong to CITY and shall be surrendered with the Premises. If CITY's consent is required, and CITY consents to the making of any alterations, additions or improvements to the Premises by TRILLIUM the same shall be made by TRILLIUM at TRILLIUM's sole cost and expense. Upon the expiration or sooner termination of the Term hereof, TRILLIUM shall, upon written demand by CITY given at least twenty (20) calendar days prior to the end of the Term, or any extension(s) thereof, at TRILLIUM's sole cost and expense, forthwith and with all due diligence remove any alterations, additions, or improvements made by TRILLIUM designated by CITY to be removed, and TRILLIUM shall, forthwith and with all due diligence at its sole cost and expense, repair any damage to the Premises caused by such removal.
B. Mandatory Capital Improvements. TRILLIUM shall be responsible for all capital improvements to the station and solely responsible for funding all costs for such improvements.
8. Physical Condition of Premises; Waiver.
A. Except as set forth herein, by taking possession of the Premises, TRILLIUM shall be deemed to have accepted the Premises as being in good sanitary order, condition, and repair. TRILLIUM shall, at TRILLIUM's sole cost and expense, keep the Premises and any part thereof, including, but not limited to, roof, structure, foundation, parking areas, and equipment, in good condition and repair. TRILLIUM shall, upon the expiration or sooner termination of this Lease, or any extension(s) thereof, surrender the Premises to CITY in good condition. CITY shall have no obligation whatsoever to alter, improve or repair the Premises, or any part thereof, and the parties hereto affirm that CITY has made no representations to TRILLIUM respecting the condition of the Premises except as specifically set forth herein.
TRILLIUM further agrees that it shall submit to CITY, prior to applying for any permits to renovate, reconstruct, improve, alter, or in any way modify the Premises, plans and specifications for CITY's approval.
B. CITY shall not be liable for any failure to make any such repairs, or to perform any maintenance except as specifically provided in this Lease. Except as may otherwise be provided herein, there shall be no abatement of rent and no liability of CITY by reason of any injury to or interference with TRILLIUM's business arising from the making of any repairs, alterations, or improvements in or to any portion of the Premises or in or to any fixtures, appurtenances, and equipment therein. TRILLIUM hereby specifically waives the right to make repairs at CITY's expense under any law, statute, or ordinance now or hereafter in effect provided that TRILLIUM shall be entitled to pursue any other remedies against CITY in connection with the same.
C. Subject to the terms of this Lease, TRILLIUM shall accept possession of the Premises, in an "as is" physical condition with no warranty, express, or implied, by CITY as to 3 54
the condition of the soil, its geology, the presence of known or unknown faults, its suitability for the use intended by TRILLIUM, any onsite soils contamination or any similar matters; provided, however, TRILLIUM shall have the right, but not the obligation, to perform an inspection of the Premises. If the Premises is unacceptable to TRILLIUM for any reason, in its sole discretion, then TRILLIUM shall have the right to terminate this Lease by providing a written notice to CITY within thirty (30) days after this Lease is executed by both TRILLIUM and CITY. If TRILLIUM elects to so terminate this Lease, neither party shall have any further rights or obligations under this Lease.
D. Notwithstanding anything in this Lease to the contrary, but subject to the obligations of TRILLIUM expressly set forth in Section 7.E below, TRILLIUM shall not have any liability for, and shall have no obligation to remediate or otherwise address in any manner any condition affecting the Premises prior to the Date of this Lease, including without limitation, any hazardous materials or conditions affecting the Premises prior to the Date of this Lease in violation of any and all present or future federal, state and local laws (whether under common law, statute, rule, regulation or otherwise), including, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA), 42 U.S.C. §§ 9601 through 9675, inclusive; Transportation of Hazardous Materials, 49 U.S.C. App.§§ 5101 through 5128, inclusive; the Federal Resource Conservation and Recovery Act (RCRA), 42 U.S.C. §§ 6901 through 6992, inclusive; 40 C.F.R. Parts 260 through 271, inclusive; the Carpenter -Presley -Tanner Hazardous Substance Account Act, California Health and Safety Code§§ 78000 through 81050, inclusive; the California Hazardous Waste Control Act (HWCA), California Health and Safety Code §§ 25100 through 25259, inclusive; the Porter -Cologne Water Quality Control Act, California Water Code §§ 13000 through 16104, inclusive; and the Underground Storage of Hazardous Substances Act (USHS), California Health and Safety Code§§ 25280 through 25299.8, inclusive, all as the same may be amended from time to time (collectively, "Environmental Laws"), relating to the environment or to any hazardous substance, activity or material connected with the condition of the Premises.
E. TRILLIUM shall be responsible for the handling and disposal of any soils excavated by TRILLIUM in connection with the construction of the capital improvements to be installed by TRILLIUM, but TRILLIUM shall not be responsible for causing the Premises to comply with the requirements of any Environmental Laws notwithstanding that such compliance is required due to TRILLIUM's excavations.
9. Claims Against Premises. TRILLIUM shall not suffer or permit to be enforced against the Premises, or any part thereof, any mechanic's, materialman's, contractor's or subcontractor's liens ("Claims") arising from, any claim for any work of construction, repair, restoration, replacement, or improvement of or to the Premises, but TRILLIUM shall pay or cause to be paid or bonded over any and all such claims or demands before any action is brought to enforce the same against the Premises. TRILLIUM agrees to defend, indemnify and hold CITY, CITY's elected and appointed officials, officers, employees, and agents and the Premises free and harmless from all liability for any and all such Claims together with CITY's reasonable attorneys' fees and all costs and expenses in connection therewith.
10. Maintenance of Premises. Except to the extent arising out of a breach by the CITY under this Lease, TRILLIUM agrees to maintain the grounds in and about the Premises as specified in Exhibit "B" hereto, by this reference incorporated herein and made a part hereof and to agrees to perform all scheduled and emergency maintenance at CNG Fueling Station at no cost to CITY. Maintenance of said Premises shall be to the reasonable satisfaction of CITY. 4 55
11. Equipment and Fixtures. Attached hereto as Exhibit "C" is an inventory of equipment and fixtures to be included with the Premises ("equipment"). CITY agrees that TRILLIUM is authorized to utilize said equipment during the Term of this Lease and any extension(s) thereof.
Any and all equipment provided to TRILLIUM hereunder shall be properly maintained during the Term hereof and any extension(s), and TRILLIUM agrees to repair any damaged equipment or replace equipment destroyed or irreparably damaged with like kind and quality.
12. Utilities. TRILLIUM shall pay the cost of any and all water, electrical, gas or other utility services delivered to the Premises during the Term hereof and shall have such utilities installed and/or connected and maintained at TRILLIUM's sole cost and expense.
13. Taxes. TRILLIUM shall pay, or cause to be paid, before delinquency, any and all real property taxes and assessments and/or possessory interest taxes levied or assessed and which become payable during the Term hereof upon all of TRILLIUM's interest in and to the Premises, and the improvements, equipment, furniture, fixtures and personal property located in or about the Premises. TRILLIUM agrees that, without prior demand or notice by CITY, TRILLIUM shall, not less than fifteen (15) calendar days prior to the day upon which any such tax is due, provide CITY with proof of payment of such tax. Notwithstanding the foregoing, in the event any and all real property taxes and assessments and/or possessory interest taxes that TRILLIUM is obligated to pay would exceed Five Thousand Dollars ($5,000.000) in any calendar year, the parties agree to discuss a commensurate reduction in the amount of Base Rent. If CITY and TRILLIUM are unable to agree upon a reduced Base Rent within thirty (30) days after TRILLIUM first requests, in a written notice to CITY, that the parties discuss the reduction in Base Rent, then, TRILLIUM may terminate this Lease by providing written notice to CITY in which event this Lease shall telminate and neither party shall have any further rights or obligations under this Lease.
14. Holding Over. If TRILLIUM remains in possession of the Premises or any part thereof after the expiration of the Term hereof, or any extension(s) as provided hereunder, with the express written consent of CITY, such occupancy shall be a tenancy from month-to-month.
15. Entry by CITY. TRILLIUM hereby agrees that representatives of the CITY, as designated by CITY's City Administrator, shall have, at all times, the right to enter the Premises and inspect the same to determine if the same complies with each and every Term and condition of this Lease and with all applicable CITY, County, State, and Federal laws, rules, ordinances and regulations relating to occupancy and the conduct of TRILLIUM's business. TRILLIUM hereby waives any claim for damages or for any injury or inconvenience to or interference with TRILLIUM's business, any loss of occupancy or quiet enjoyment of the Premises and any loss occasioned thereby to the extent CITY's actions causing the same rules, ordinances, and regulations. For each of the aforesaid purposes, CITY shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding TRILLIUM's vaults, safes, and files, and CITY shall have the right to use any and all means which CITY may deem proper to open said doors in an emergency, in order to obtain entry to the Premises without liability to TRILLIUM except for any failure to exercise due care for TRILLIUM's property. Any entry to the Premises obtained by CITY by any of said reasons, or otherwise, shall not, under any circumstances, be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of TRILLIUM from the Premises or any portion thereof.
16. Default. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by TRILLIUM:
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A. Abandonment of the Premises by TRILLIUM without an intent to resume operations at the Premises, except upon written notice to CITY at least five (5) business days prior to such vacation in which case such vacation shall not be a default or breach and instead shall be deemed, for all purposes, to be a surrender of the Premises and termination of this Lease.
B. The failure by TRILLIUM to make any payment of rent or any other payment required to be made by TRILLIUM hereunder, as and when due, where such failure shall continue for a period often (10) calendar days after written notice thereof by CITY to TRILLIUM.
C. A failure by TRILLIUM to observe or perform any of the covenants, conditions, or provisions of this Lease to be observed or performed by TRILLIUM, other than as described in § 16.B, above, where such failure shall continue for a period of fifteen (15) calendar days after written notice thereof by CITY to TRILLIUM, provided, however, that if the nature of the default involves such that more than fifteen (15) calendar days are reasonably required for its cure, then TRILLIUM shall not be deemed to be in default if TRILLIUM commences such cure within such fifteen (15) calendar day period and thereafter diligently prosecutes said cure to completion.
D. The making by TRILLIUM of any general assignment or general arrangement for the benefit of creditors, or the filing by or against TRILLIUM of a petition to have TRILLIUM adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against TRILLIUM, the same is dismissed within thirty (30) calendar days); or the appointment of a trustee or a receiver to take possession of substantially all of TRILLIUM's assets located in or about the Premises or of TRILLIUM's interest in this Lease, where possession is not restored to TRILLIUM within thirty (30) calendar days; or the attachment, execution or other judicial seizure of substantially all of TRILLIUM's assets located in or about the premises or of TRILLIUM's interest in this Lease, where such seizure is not discharged in thirty (30) calendar days. Each of the thirty (30) -day periods set forth in this Section 15.D shall be extended as reasonably necessary if TRILLIUM is diligently pursuing the dismissal or other cure set forth herein.
17. Remedies in Default. In the event of any such material default of breach by TRILLIUM, CITY may at any time after expiration of the applicable notice and cure period as set forth in Section 15:
A. Terminate TRILLIUM's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and TRILLIUM shall immediately surrender possession of the Premises to CITY. In such event, CITY shall be entitled to recover from TRILLIUM all damages incurred by CITY by reason of TRILLIUM's default including, but not limited to, the cost of recovering possession of the Premises, expenses of reletting, if any, including necessary renovation and alteration of the Premises, for reasonable attorneys' fees and costs, any real estate commission actually paid, or the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that TRILLIUM proves could be reasonably avoided. Unpaid installments of rent or other sums shall bear interest from due date thereof at the rate of twenty-five (25%) per annum or at the maximum legal rate then in effect in California, whichever is higher. In the event TRILLIUM shall have abandoned the Premises, CITY shall have the option of (1) Taking possession of the Premises and recovering from TRILLIUM the amount specified in this subparagraph, or (2) Proceeding under the provisions of the following subparagraphs.
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B. Maintain TRILLIUM's right to possession, in which case this Lease shall continue in effect whether or not TRILLIUM shall have abandoned the Premises. In such event, CITY shall be entitled to enforce all of CITY's rights and remedies under this Lease, including the right to recover rent as it becomes due hereunder.
C. Pursue any other remedy now or hereafter available to CITY under the laws or judicial decisions of the State of California. Furthermore, TRILLIUM agrees that no election by CITY as to any rights or remedies available hereunder or under or pursuant to any law or judicial decisions of the State of California shall be binding upon CITY until the time of trial of any such action or proceeding.
18. CITY Default. The following shall be deemed a "CITY Default" by CITY hereunder and a material breach of this Lease: If CITY fails to keep, perform, or observe any of the covenants, agreements, terms, or provisions contained in this Lease that are to be kept or performed by CITY and CITY fails to commence and take such steps as are necessary to remedy the same within thirty (30) days after CITY is given written notice specifying the same, or having so commenced, thereafter fails to proceed diligently and with continuity to remedy the same. If a CITY Default occurs, TRILLIUM may, at any time thereafter prior to the curing thereof and without waiving any other rights hereunder or available to TRILLIUM at law or in equity TRILLIUM's rights being cumulative), do any one or both of the following:
A. If CITY's Default renders all or any portion of the Premises untenantable for those uses incidental to or customarily associated with the CNG Facility for more than 15 calendar days, TRILLIUM may terminate this Lease, in which event TRILLIUM shall have no further rights, duties or obligations hereunder.
B. TRILLIUM may perform CITY's obligations hereunder and offset the reasonable costs and expenses incurred by TRILLIUM in doing so against Base Rent thereafter coming due hereunder.
19. Peaceful Possession. CITY covenants that TRILLIUM, so long as it is not in default under this Lease, shall and may peaceably and quietly have, hold, occupy, use and enjoy the Premises during the Term and may exercise all of its rights hereunder, subject only to the provisions of this Lease and applicable governmental laws, rules and regulations. CITY agrees to warrant and forever defend TRILLIUM's right to such occupancy, use and enjoyment and the title to the Premises against the claims of any and all persons whomsoever lawfully claiming the same, or any part thereof, by. through or under CITY.
20. Offset Statement. TRILLIUM shall, at any time and from time to time upon not less than ten (10) calendar days' prior written notice from CITY, execute, acknowledge, and deliver to CITY a statement in writing: A. Certifying that this Lease is unmodified and in foll force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the rental and other charges are paid in advance, if any; and B. Acknowledging that there are not, to TRILLIUM's knowledge, any uncured defaults on the part of CITY hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the property of which the Premises are a part.
CITY shall, at any time and from time to time upon not less than ten (10) calendar days' prior written notice from TRILLIUM, execute, acknowledge, and deliver to TRILLIUM a statement in writing: A. Certifying that this Lease is unmodified and in full force and effect or, if modified, 7 58
stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the rental and other charges are paid in advance, if any; and B. Acknowledging that there are not, to CITY's knowledge, any uncured defaults on the part of TRILLIUM hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the property of which the Premises are a part.
21. Assignment and Subletting. TRILLIUM shall not assign or transfer this Lease or any right hereunder to any other party or parties nor shall TRILLIUM sublet all or any portion of the Premises without first obtaining the written consent of CITY Any assignment or subletting of the Premises without such prior written consent shall be void for all purposes and CITY may, at its option, declare a forfeiture of the same in any manner provided by law. Consent to any such assignment or subletting shall be at CITY's sole discretion and CITY is not required hereunder to consent to any such proposed assignment of subletting of the Premises; provided, however, if CITY fails to approve any assignment of lease or other conveyance of TRILLIUM's interest in this Lease in connection with a sale of all, or substantially all, of the assets of TRILLIUM located in the state of California, then TRILLIUM may elect to terminate this lease by providing written notice to CITY. If TRILLIUM elects to so terminate this Lease, neither party shall have any further rights or obligations under this Lease.
22. Attorneys' Fees. In the event that any action or proceeding is brought by either party to enforce any term or provision of this Lease, the prevailing party shall recover its reasonable attorneys' fees and costs incurred with respect thereto.
23. Fixtures. All trade fixtures and/or temporary facilities or equipment installed in or on the Premises by TRILLIUM may be removed by TRILLIUM at any time during the Term of this Lease, or upon the expiration of the Term, so long as the same may be removed without permanent damage to the Premises. TRILLIUM shall repair all damage which may result therefrom to the reasonable satisfaction of CITY.
24. Indemnification. TRILLIUM agrees to defend, indemnify, and hold CITY and its elected and/or appointed officials, officers, agents, and employees free and harmless from all claims for damage to persons or property by reason of TRILLIUM's negligence or TRILLIUM's acts or those of TRILLIUM's employees, agents, guests, or invitees in connection with TRILLIUM's use and occupancy of the Premises. CITY agrees to defend, indemnify, and hold TRILLIUM and its officers, agents, and employees free and harmless from all claims for damage to persons or property by reason of CITY's negligence or CITY's acts or those of CITY's employees, agents, guests, or invitees.
25. Insurance.
A. Fire and Extended Coverage.
1. TRILLIUM's Duty to Keep Improvements Insured. Throughout the Term hereof, at TRILLIUM's sole cost and expense, TRILLIUM shall keep or cause to be kept insured, for the mutual benefit of CITY and TRILLIUM all improvements located on or appurtenant to the Premises against loss or damage by fire and such other risks as are now or hereafter included in an extended coverage endorsement in common use for such structures, including vandalism and malicious mischief. The amount of insurance shall be no less than ninety percent (90%) of the then replacement cost, excluding costs of replacing excavations and foundations but without deduction for depreciation (herein called "full insurable value"). CITY shall not carry any 8 59
insurance the effect of which would be to reduce the protection or payment to TRILLIUM under any insurance that this Lease obligates TRILLIUM to carry. If any dispute as to whether the amount of insurance complies with the above cannot be resolved by agreement, CITY may, not more than once every three (3) months, request the carrier of the insurance then in force to determine the full insurable value as defined in this provision, and the resulting determination shall be conclusive between the parties for the purposes of this paragraph. TRILLIUM shall include the holder of any mortgage on the Lease as a loss payee to the extent of that mortgage interest.
2. Proceeds of Fire and Extended Coverage Insurance. CITY shall, at TRILLIUM's sole cost and expense, cooperate fully with TRILLIUM to obtain the largest possible recovery, and all policies of fire and extended coverage insurance required by subparagraph 24.A.1, above, shall provide that the proceeds shall be paid to CITY as follows:
a. The proceeds shall be deemed to be held in trust by the recipient to the uses and purposes prescribed by this Lease.
b. Disbursements of proceeds for repair, restoration, or reconstruction of improvements shall be made monthly on architect's certificates until all the work is completed and accepted; provided, however, that such disbursements shall not exceed ninety percent (90%) of the work in place until completion, acceptance, expiration of time for lien claims, and elimination of all liens claimed.
c. Any insurance proceeds remaining after complying with the provisions of this Lease relating to maintenance, repair, and reconstruction of improvements shall be the sole property of TRILLIUM
B. Insurance Requirements. Throughout the Term hereof, at TRILLIUM's sole cost and expense, TRILLIUM shall keep or cause to be kept in full force and effect, for the mutual benefit of CITY and TRILLIUM's insurance, in amount(s) and form(s) required by CITY's insurance requirements as set forth in Exhibit "D".
26. Authority of Parties. Each individual executing this Lease on behalf of TRILLIUM represents and warrants that he or she is fully authorized to execute and deliver this Lease on behalf of TRILLIUM and that this Lease is binding upon TRILLIUM in accordance with its terms.
27. Waiver. The waiver by either Party of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition on any subsequent breach of the same or any other term, covenant, or condition herein contained. The subsequent acceptance of rent hereunder by CITY shall not be deemed to be a waiver of any preceding breach by TRILLIUM of any term, covenant, or condition of this Lease, other than the failure of the TRILLIUM to pay the particular rental so accepted, regardless of CITY's knowledge of such preceding breach at the time of acceptance of such rent.
28. Time/Force Majeure. Time is of the essence of this Lease and each and all of its provisions in which performance is a factor; provided, however, TRILLIUM shall not be considered in default in the event of: Riots, wars, sabotage, civil disturbances, insurrections, acts of government agencies, failure of local, State, or Federal agencies to issue necessary permits or licenses, strikes, or other labor disturbances, explosion, natural disasters such as floods, earthquakes, landslides, and fires, and "other catastrophic events" which are beyond the 9 60
reasonable control of TRILLIUM. The term "other catastrophic events" does not include: A.
The financial inability of TRILLIUM to perform; or B. The failure to obtain the right, or the loss of the right, to use the facilities of any public utility where such failure is due in substantial part to the acts or omissions of TRILLIUM.
29. Late Charges. TRILLIUM hereby acknowledges that late payment by TRILLIUM to CITY of rent or other sums due hereunder will cause CITY to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges. Accordingly, if any installment of rent or of a sum due from TRILLIUM shall not be received by CITY or CITY's designee within ten (10) calendar days after written notice that said amount is past due, then TRILLIUM shall pay to CITY a late charge equal to ten percent (10%) of such overdue amount. The parties hereby agree that such late charges represent a fair and reasonable estimate of the cost that CITY will incur by reason of the late payment by TRILLIUM. Acceptance of such late charges by CITY shall in no event constitute a waiver of TRILLIUM's default with respect to such overdue amount, nor prevent CITY from exercising any of the other rights and remedies granted hereunder.
30. Sale of Premises by CITY. In the event of any sale of the Premises, CITY shall be and hereby in entirely freed and relived of all liability under any and all of the covenants and obligations contained in or derived from this Lease arising out of any act, occurrence, or omission occurring after the consummation of such sale. The purchaser, at such sale or any subsequent sale of the Premises, shall be deemed, without any further agreements between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry out each and all of the covenants and obligations of CITY under this Lease.
31. Signs. TRILLIUM shall not place any sign(s) upon the Premises without CITY's prior written consent and approval thereof.
32. Inability to Perform. This Lease and the obligations of TRILLIUM hereunder shall not be affected or impaired because CITY is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, war, civil insurrection, acts of God, or any other cause beyond the reasonable control of CITY.
33. Successors. Subject to the provisions of this Lease with respect to assignment and subletting, each and all of the covenants and conditions of this Lease shall be binding on and shall inure to the benefit of the successors of the respective parties.
34. Notices. Any notice required or permitted under the terms of this Lease shall be deemed served when personally served on TRILLIUM or CITY or when the same has been placed in the United States mail, postage prepaid, and addressed as follows:
Trillium USA
Ryan Erickson
Vice -President
PO Box 26210
Oklahoma City, OK, 73126
City of Placentia
Samantha Byfield
Public Works Manager
401 E. Chapman Avenue
Placentia, CA 92870
35. Execution by CITY Not a Waiver. TRILLIUM understands and agrees that CITY, by 10 61
entering into and executing this Lease, shall not have waived any right, duty, privilege, obligation or authority vested in the CITY to approve, disapprove or conditionally approve any application which TRILLIUM may be required to make under any laws, rules, ordinances or regulations now or hereafter in effect which said CITY may be empowered to apply, including, but not limited to any use permit or approval, whether similar in nature or not.
36. Post -Acquisition Tenancy. The parties hereto represent and warrant, each to the other, and acknowledge and agree that the other is acting in reliance on the representations and warranties that TRILLIUM is a post -acquisition tenant as the same is defined in Title 25 of California Code of Regulations (§ 6034(b)(1)). TRILLIUM therefore agrees that TRILLIUM has no claim to relocation benefits provided for under Title 25 of the California Code of Regulations or under the California Government Code. TRILLIUM further represents and warrants it has made these representations and warranties upon the advice of legal counsel of its own sole selection, which legal counsel has determined the foregoing is true and correct.
37. Entire Agreement. This Lease contains the entire agreement between the parties.
No promise, representation, warranty, or covenant not included in this Lease has been or is relied on by either party. Each party has relied on such party's own examination of this Lease, the counsel of such party's own advisors, and the warranties, representations, and covenants in the Lease itself. The failure or refusal of either party to inspect the Premises or improvements, to read the Lease or other documents or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice.
11 62
WHEREFORE, the parties hereto have entered into the Lease as of the date set forth below opposite the name of each signatory hereto.
Dated:
9/10/2024
California Trillium Company
By: lawn, Erickson,
Ryan Erickson, Vice President
City of Placentia
Dated: By:
Damien R. Arrula, City Administrator
Approved as to form:
By:
Christian L. Bettenhausen, City Attorney
Attest:
City Clerk and ex -officio Clerk of the
City of Placentia
12 63
EXHIBIT "A"
Legal description & Map
13 64
EXHIBIT "A"
LEGAL DESCRIPTION
C.N.G. LEASE PARCEL
A PORTION OF LOT 2 IN BLOCK 5 OF THE GOLDEN STATE TRACT IN THE CITY OF
PLACENTIA, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP RECORDED IN BOOK 4, PAGE 66 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWESTERLY CORNER OF LOT 2 PER RECORD OF SURVEY 2010-1076 FILED IN BOOK 247 RECORD OF SURVEYS, PAGES 14 TO 18 INCLUSIVE, ORANGE COUNTY RECORDS; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 2 NORTH 74°01'21" EAST 230.00 FEET TO THE POINT OF BEGINNING, SAID POINT OF
BEGINNING ALSO BEING THE SOUTHEASTERLY CORNER OF A PARCEL GRANTED TO
THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA AS SHOWN ON SAID RECORD OF SURVEY;
THENCE LEAVING SAID SOUTHERLY LINE OF LOT 2, AND ALONG THE EASTERLY LINE OF SAID METROPOLITAN WATER DISTRICT PARCEL NORTH 15°58'25" WEST 168.00 FEET TO A POINT THAT IS 32.00 FEET FROM THE NORTHEASTERLY CORNER OF SAID LOT 2 PER SAID RECORD OF SURVEY;
THENCE LEAVING SAID EASTERLY LINE NORTH 74°01'21" EAST TO A LINE THAT IS PARALLEL WITH AND 55.00 FEET EASTERLY FROM THE EASTERLY LINE OF SAID LOT 2 OF SAID RECORD OF SURVEY;
THENCE ALONG SAID PARALLEL LINE SOUTH 15°58'25" EAST 168.00 FEET TO SAID SOUTHERLY LINE OF LOT 2 OF SAID RECORD OF SURVEY;
THENCE LEAVING SAID PARALLEL LINE AND ALONG SAID SOUTHERLY LINE OF LOT 2 SOUTH 74°01'21" WEST 55.00 FEET TO THE POINT OF BEGINNING.
CONTAINING: 9,240 SQ. FT. MORE OR LESS.
SUBJECT TO ALL COVENANTS, RIGHTS, RIGHT-OF-WAY AND EASEMENTS OF RECORD.
ALL AS SHOWN ON THE PLAT ATTACHED HERETO AS "EXHIBIT B" AND BY THIS REFERENCE MADE A PART HEREOF.
THIS LEGAL DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTION IN CONFORMANCE WITH THE LAND SURVEYOR'S ACT.
PORTION OF APN: 344-102-09
PREPARED BY
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05-21-2024
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THIS PLAT WAS PREPARED BY ME OR UNDER MY DIRECTION
IN CONFORMANCE WITH THE PROFESSIONAL LAND
SURVEYOR'S ACT ON MAY 21, 2024.
J BRALEY L.S. 8446
5-21-2024
DATE
CNG STATION LEASE PARCEL
2999 E. LA JOLLA STREET
ANAHEIM, CA 92806
PREPARED FOR: CITY OF PLACENTIA
SHEET NUMBER
1 OF 1 SHEETS
JOB NUMBER
DATE SUBMITTED: 05/21/2024
P27624-000378cG6
Exhibit "B"
Maintenance Schedule
14 67
,`Trillium
A4ir lows Company
City of Placentia, CA
Lease of CNG Station and Management Services
Trillium Proposal
Schedule
Preventative Station Maintenance Matrix
Station Maintenance Schedule
Maintenance Activity
Visual site inspection
Monitor/record station operation
Check equipment fault history
Check for unusual noises and operating conditions
Check skids for gas leaks
Check compressor oil level
Check for oil leaks
Inspection/replacement of compression system filters
Clean and inspect fast fill dispensers and nozzles
Clean and lubricate breakaway couplings
Check hoses and nozzles
Complete reports
Drain oil from skid recovery system
Drain condensate pot
Verify proper function of alarm and ESD system
Inspect lubrication system and compressor oil
Drain dryer liquid
Drain oil from dispensers
Cycle dryer
Lubricate motors
Lubricate fan bearings
Service air dryer
Change compressor coalescing filter
Change dispenser coalescing filters
Change air compressor oil
Check/drain storage vessels
Check/tighten fan belts
Calibrate dew point sensors on dryer
Service gas dryer
Change dryer filters
Check all compressor safety shutdowns
Check ESD operation
Check all station shutdowns
Check dryer safety shutdowns
Test dispenser hoses
Check/test pressure relief valves
Station safety audit
Trillium: One Partner Any Fuel
22 68
,`Trillium
Altowi Company
Compressor Recommended Maintenance
Trillium Maintenance Schedule
Maintenance Activity
City of Placentia, CA
Lease of CNG Station and Management Services
Trillium Proposal
Check Frame Oil Pressure
Check Frame Oil Level
Check Lubricator Block Indicator
Check Packing Vents
Check for Gas Leaks
Check for Oil Leaks
Check Operation Pressures and Temps
Check Lube Oil Level
Check for Abnormal noise
Check for Abnormal Vibration
Check and Confirm Safety Shutdown Function
Change Oil Filter
Change Oil (or as needed)
Check Crankcase for Foreign Material
Check/Re-Torque Base Bolts
Check/Replace High Pressure Piston Rings
Check Main Bearing Clearance
Check Crosshead Guide Clearance
Inspect/Replace Valves
Inspect Cylinder Bore
Inspect/Replace Piston Rings
Inspect/Replace Piston Rods
Rebuild Cylinder Packing Cases
Inspect/Re-Align Coupling
Check/Record Rod Run Out
Check/Replace DNFT
Pressure Test Lubricator Distribution Blocks
Check Auxiliary Gears and Chain
Rebuild Oil Wiper Cases
Check Main/Connect Rod Bearing Clearance
Check Crosshead Guide Clearance
Check Crosshead Pin Busing
Check Piston Ring Groove
Replace Main and Connecting Rod Bearings
Replace Lubricator Distribution Blocks
Replace Crosshead Bushings
Trillium: One Partner Any Fuel
23 69
Exhibit C
Equipment List
15 70
EXHIBIT C - EQUIPMENT LIST
The following is a list of CNG equipment on site, including make and model. • 1 - JW Power Company EA -200-2-4 Compressor Package
• 1 - Xebec Single Tower Natural Gas Dryer STR-30NGX-3S • 2 - Kraus Dual Hose Dispensers HAM 2D CGG-P63CX12B2B01 • NCR Fuel Management
• 6 - CP Industries 20" ODX21' ASME Pressure Vessels
• Electrical Distribution Gear and Motor Control Center • Trillium Control System
71 Exhibit D
Insurance Requirements
16 72
EXHIBIT B
INSURANCE REQUIREMENTS
A. Minimum Scope and Limits of Insurance
City reserves the right to review any and all of the required insurance policies and/or endorsements, but has no obligation to do so. Failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance, including any extension thereof, of this Agreement.
Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement, including any extension thereof, all of the following minimum scope of insurance coverages:
1. Commercial General Liability Insurance
• Commercial general liability insurance no less broad than Insurance Services Office (ISO) form CG 00 01.
• Minimum Limits: $2,000,000.00 per occurrence; $4,000,000.00 general aggregate; $4,000,000.00 products/completed operations aggregate. The aggregate limit, encompassing the above coverage, shall apply separately to this project/location. The required limits may be provided by a combination of general liability insurance and commercial excess or umbrella liability insurance. If Contractor maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor.
• Any deductible or self-insured retention shall be shown on the certificate of insurance.
If the deductible or self-insured retention exceeds $25,000.00, it must be approved in advance by City. Contractor is responsible for any deductible or self-insured retention and shall fund it upon City's written request, regardless of whether Contractor has a claim against the insurance or is named as a party in any action involving City. • Coverage shall be continued for three (3) years after completion of the work. • City shall be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the Contractor. City shall continue to be an additional insured for completed operations for three (3) years after completion of the work. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance at least as broad as one of the following ISO ongoing operations forms: CG 20 10 or CG 20 26 or CG 20 33 (not allowed from subcontractors), or CG 20 38; and one of the following ISO completed operations forms: CG 20 37, 2039 (not allowed from subcontractors), or CG 20 40. • The policy definition of "insured contract" shall include assumptions of liability arising out of both ongoing operations and the products/completed operations hazard ("f" definition of insured contract in ISO form CG 00 01, or equivalent). • The insurance provided to the additional insureds shall be primary to, and non- contributory with, any insurance or self-insurance program maintained by them. 73 • The policy shall cover inter -insured suits and include a "separation of insureds" or "severability" clause which treats each insured separately. • The policy shall be endorsed to include a written waiver of the insurer's right to subrogate against all persons or entities that are, or are required to be, additional insureds.
• The policy shall not contain a contractors' warranty or other similar language which eliminates or restricts insurance because of a subcontractor's failure to carry specific insurance or to supply evidence of such insurance.
• Required evidence of coverage:
1. Copy of the endorsements naming the City of Placentia, its officers, officials, employees, agents, and volunteers as additional insureds;
2. Copy of the endorsement or policy language indicating that coverage applicable to the additional insureds is primary and non-contributory;
3. Properly completed certificate of insurance; and
4. Completed and signed Agent/Broker Questionnaire with supporting documentation as required.
2. Business Automobile Liability Insurance
• Minimum Limit: $2,000,000.00 combined single limit per accident. • Coverage shall apply to all owned, hired, leased, and non -owned vehicles. • City shall be endorsed as additional insured.
• Required evidence of coverage:
1. Copy of the endorsement naming the City of Placentia, its officers, officials, employees, agents, and volunteers as additional insureds; and
2. Properly completed certificate of insurance.
3. Workers' Compensation & Employer's Liability Insurance • Workers' compensation insurance with statutory limits as required by the Labor Code of the State of California.
• Employer's liability with limits of $1,000,000.00 per accident; $1,000,000.00 disease per employee; $1,000,000.00 disease per policy.
• The policy shall include a written waiver of the insurer's right to subrogate against City. • Required evidence of coverage:
1. Subrogation waiver endorsement; and
2. Properly completed certificate of insurance.
4. Contractor's Pollution Liability Insurance
• Minimum Limits: $2,000,000.00 per pollution incident; $2,000,000.00 policy aggregate. • Coverage shall apply to pollution incidents at or from any location at which Contractor 74 is performing work under this Agreement.
• Any deductible or self-insured retention shall be shown on the certificate of insurance.
If the deductible or self-insured retention exceeds $25,000.00, it shall be approved in advance by City. Contractor is responsible for any deductible or self-insured retention and shall fund it upon City written request, regardless of whether Contractor has a claim against the insurance or is named as a party in any action involving City. • City shall be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the Contractor. Additional insured status shall continue for three (3) years after completion of the work. • The insurance provided to the additional insureds shall apply on a primary and non- contributory basis with respect to any insurance or self-insurance program maintained by them.
• The insurance shall be continued for three (3) years after completion of the work. • Reauired evidence of coverage:
1. Copy of the endorsement naming the City of Placentia, its officers, officials, employees, agents, and volunteers as additional insureds;
2. Copy of the endorsement or policy language indicating that coverage for the additional insureds is primary and non-contributory; and
3. Properly completed certificate of insurance.
5. Standards for Insurance Companies
• All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commission to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide.
B. Documentation and Other Provisions
1. The name and address for additional insured endorsements and certificates of insurance is: City of Placentia, 401 E. Chapman Ave., Placentia, CA 92870.
2. Defense fees and costs shall not deplete the limits of any insurance provided under this Agreement.
3. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure the City is an additional insured on insurance required from subcontractors.
4. Contractor agrees to waive and to obtain endorsements from insurers waiving subrogation rights against the City of Placentia, its officers, officials, employees, agents, and volunteers for losses arising from work performed by Contractor for the City and to require each of its subcontractors, if any, to do likewise under their insurance policies.
5. The Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Placentia, its officers, officials, 75 agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy.
6. Coverage shall be on a standard occurrence form. Claims -made forms are not acceptable. Modified, limited, or restricted occurrence forms are not acceptable.
7. Current evidence of coverage shall be provided for the entire required period of insurance.
8. Contractor shall deliver to the City, in the manner required for notices, copies of required insurance policies and endorsements of all insurance policies required by the Lease, within the following time limits: (1) Ten (10) days prior to the commencement of work to be performed under this Agreement; (2) For insurance becoming required at a later date, at least ten (10) days before the requirement takes effect; For any renewal or replacement of a policy already in existence, at least thirty (30) days before expiration or other termination of the existing policy.
9. Said policies shall not terminate, nor shall they be cancelled or coverage reduced, without at least thirty (30) days' written notice to the City. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any cancelled policy or reduction in the required insurance limits, the City may procure such insurance at Contractor's sole cost and expense.
76 CERTIFICATE OF LIABILITY INSURANCE
DATE(MM/DD/YYYY)
09/04/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Aon Risk Services Southwest, Inc.
Houston TX Office
1300 Post Oak Blvd., Suite 1400
Houston TX 77056 USA
INSURED
Trillium USA Company LLC
PO Box 26210
Oklahoma City OK 73126 USA
COVERAGES
CONTACT
NAME:
PHONE
(A/C. No. Ext):
E-MAIL
ADDRESS:
INSURER A:
INSURER B:
INSURER C:
INSURER D:
INSURER E:
INSURER F:
CERTIFICATE NUMBER: 570107982958
(866) 283-7122
(AX No.): (800) 363-0105
INSURER(S) AFFORDING COVERAGE
Texas Insurance Company
Ironshore Specialty Insurance Company
ACE American Insurance Company
Indemnity Insurance Co of North America
ACE Fire Underwriters Insurance Co.
REVISION NUMBER:
NAIC #
16543
25445
22667
43575
20702
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSH
LTR
C
A
D
C
B
TYPE OF INSURANCE
X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE X OCCUR
GEN'LAGGREGATE LIMITAPPLIES PER:
X POLICY PRO LOC
JECT
AUUL SUBH PULIGY EFF PULIGY EyyXXyPP
MSD WYU4
D NUMBER
XSLG48912783 o /1ULl / y)
04/01//015
SIR applies per policy terns & condi-ions
OTHER:
AUTOMOBILE LIABILITY Y Y ISA H10764919 04/01/2024 04/01/2025
X - ANY AUTO
OWNED
— AUTOS ONLY
HIRED AUTOS
- ONLY
X UMBRELLA LIAB
EXCESS LIAB
SCHEDULED
AUTOS
NON -OWNED
AUTOS ONLY
X
OCCUR
CLAIMS -MADE
DED X RETENTION
WURKE S C MPENSATION AND
EMPLOYERS' LIABILITY
ANY PROPRIETOR / PARTNER / EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Environmental Site Liability
Y/N
N
LIMITS
EACH OCCURRENCE
DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL& ADV INJURY
GENERAL AGGREGATE
PRODUCTS-COMP/OPAGG
COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY ( Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)
Y Y TCOK20347a 12/01/2020 04/01/2025 EACH OCCURRENCE
SIR applies per policy terns & condi :ions (AGGREGATE
N/A
Y WLRC54507902
CA & AOS
Y WLRC54508050
AZ
Y Y ISPILLSCHJOA001
04/01/2024 04/01/2025
04/01/2024 04/01/2025
04/01/2022 04/01/2025
X PER STATUTE I IORTH-
E.L. EACH ACCIDENT
E.L. DISEASE -EA EMPLOYEE
E.L. DISEASE -POLICY LIMIT
Aggregate
Each Incident
$1,000,000
$1,000,000
$1,000,000
$8,000,000
$8,000,000
$5,000,000
$10,000,000
$15,000,000
Holder Identifier : BAFEG
Certificate No : 570107982958
$1,000,000
$1,000,000
$1,000,000 --
$10,000,000 --
sio,000,000
eit
11112=
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) MCS90 and CA9948 are included on the above referenced Automobile Liability policy. If required by contract, The City of Placentia, its officers, officials, employees, agents and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability,Automobile Liability, Umbrella Liability and Pollution Liability policies. General Liability, Automobile Liability and Umbrela Liability policies evidenced herein are Primary and Non -Contributory to other insurance available to The City of Placentia, its officers, officials, employees, agents and volunteers, but only in accordance with the policy's provisions. If Required by contract, a Waiver of Subrogation is granted in favor of The City of Placentia, its officers, officials, employees, agents and volunteers in accordance with the policy provisions of the General Liability,
CERTIFICATE HOLDER CANCELLATION
City of Placentia
401 E. Chapman Ave.
Placentia CA 92870 USA
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
t.J4 ML,, Vst i'YCIt d cJGeG GOe t 920.
©1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 77 AGENCY CUSTOMER ID: 570000058326
LOC #:
ADDITIONAL REMARKS SCHEDULE
AGENCY NAMED INSURED
Aon Risk Services Southwest, Inc. Trillium USA Company LLC
POLICY NUMBER
See Certificate Number: 570107982958
CARRIERNAIL CODE
see Certificate Number: 570107982958
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance EFFECTIVE DATE:
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER
INSURER
INSURER
INSURER
ADDITIONAL POLICIES
INSR
LTR
E
TYPE OF INSURANCE
WORKERS COMPENSATION
Page _ of _
If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits.
ADDL SUBR
INSD WVD
POLICY NUMBER
POLICY POLICY
EFFECTIVE EXPIRATION
DATE DATE
(MM/DD/YYYY) (MM/DD/YYYY)
N/A Y 5CFc54508116 04/01/2024 04/01/2025
WI
LIMITS
ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
78 ,44C-0/2/1"
AGENCY
Aon Risk Services Southwest, Inc.
AGENCY CUSTOMER ID: 570000058326
LOC #:
ADDITIONAL REMARKS SCHEDULE
POLICY NUMBER
see certificate Number: 570107982958
CARRIER
see certificate Number: 570107982958
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS
FORM NUMBER: ACORD 25 FORM
Additional Description of Operations / Locations / Vehicles:
Automobile Liability, umbrella
NAC CODE
NAMED INSURED
Trillium USA Company LLC
EFFECTIVE DATE:
A SCHEDULE TO ACORD FORM,
TITLE: Certificate of Liability Insurance
Liability, Pollution Liability and workers' compensation policies.
Page _ of _
ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
79 ADDITIONAL INSURED — OWNERS, LESSEES OR
CONTRACTORS — SCHEDULED PERSON OR ORGANIZATION
Named Insured
Love's Travel Stops & Country Stores, Inc.
Policy Symbol
XSL
Policy Number
G48912783
Endorsement Number
1 Policy Period Effective Date of Endorsement
04/01/2024 to 04/01/2025
Issued By (Name of Insurance Company)
ACE American Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This Endorsement modifies insurance provided under the following:
EXCESS COMMERCIAL GENERAL LIABILITY POLICY
SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s):
Any Owner, Lessee or Contractor whom you have agreed
to included as an additional insured under a written
contract, provided such contract was executed prior to the date of loss.
Location(s) Of Covered Operations
All locations where you are performing operations
for such additional insured pursuant to any such
written contract.
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A.
7 Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organiza- tion(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above.
However:
1. The insurance afforded to such additional insured only applies to the extent permitted by law; and
2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.
B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply:
This insurance does not apply to "bodily injury" or "property damage" occurring after:
1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or XS -21168a (04/13)
Copyright, Insurance Services Office, Inc., 2012 Page 1 of 2 80 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.
C. With respect to the insurance afforded to these additional insureds, the following is added to Section 111 — Limits Of Insurance And Retained Limit:
If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.
XS -21168a (04/13)
Authorized Representative
Copyright, Insurance Services Office, Inc., 2012 Page 2 of 2 81 5
ADDITIONAL INSURED —
DESIGNATED PERSONS OR ORGANIZATIONS
Named Insured Love's Travel Stops & Country Stores, Inc.
Policy Symbol
ISA
Policy Number
H10764919
Endorsement Number
3 Policy Period Effective Date of Endorsement
04/01/2024 TO 04/01/2025
Issued By (Name of Insurance Company)
ACE American Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
AUTO DEALERS COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
EXCESS BUSINESS AUTO COVERAGE FORM
Additional Insured(s): Anv person or organization whom you have aareed to include as an additional insured under a written contract. provided such contract was executed prior to the date of loss.
A. For a covered "auto," Who Is Insured is amended to include as an "insured," the persons or organizations named in this endorsement. However, these persons or organizations are an "insured" only for "bodily injury" or "property damage" resulting from acts or omissions of:
1. You.
2. Any of your "employees" or agents.
3. Any person operating a covered "auto" with permission from you, any of your "employees" or agents.
B. The persons or organizations named in this endorsement are not liable for payment of your premium.
Authorized Representative
DA-9U74c (03/16) Page 1 of 1
82 CHUBB``
2 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Named Insured
Love's Travel Stops & Country Stores, Inc.
Policy Symbol
XSL
Policy Number
G48912783
Endorsement Number
4 Policy Period Effective Date of Endorsement
04/01/2024 to 04/01/2025
Issued By (Name of Insurance Company)
ACE American Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
EXCESS COMMERCIAL GENERAL LIABILITY POLICY
SCHEDULE
Name of Person or Organization: Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss.
The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section W - Conditions:
We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this policy. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above.
All Other Terms And Conditions Remain Unchanged.
Authorized Representative
XS-6W34a (02/20)
83 3
POLICY NUMBER: ISA H10764919 Endorsement Number: 7
COMMERCIAL AUTO
CA 04 44 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.
Named Insured: Love's Travel Stops & Country Stores, Inc.
Endorsement Effective Date:
SCHEDULE
Name(s) Of Person(s) Or Organization(s):
Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss.
Information 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
84 Workers' Compensation and Employers' Liability Policy Named Insured
LOVE'S TRAVEL STOPS & COUNTRY STORES, INC.
10601 NORTH PENNSYLVANIA AVENUE
OKLAHOMA CITY OK 73120
Policy Period
04-01-2024 TO 04-01-2025
Issued By (Name of Insurance Company)
ACE FIRE UNDERWRITERS INS CO
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.
Endorsement Number
Policy Number
Symbol: SCF Number: C54508116
Effective Date of Endorsement
04-01-2024
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.
This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.
Schedule
ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS.
For the states of CA, UT, TX, refer to state specific endorsements.
This endorsement is not applicable in KY, NH, and NJ.
The endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications. According to Section 287.150(6) of the Missouri statutes, a contractual provision purporting to waive subrogation rights against public policy and void where one party to the contract is an employer in the construction group of code classifications.
For Kansas, use of this endorsement is limited by the Kansas Fairness in Private Construction Contract Act(K.S.A.. 16-1801 through 16-1807 and any amendments thereto) and the Kansas Fairness in Public Construction Contract Act(K.S.A 16-1901 through 16-1908 and any amendments thereto). According to the Acts a provision in a contract for private or public construction purporting to waive subrogation rights for losses or claims covered or paid by liability or workers compensation insurance shall be against public policy and shall be void and unenforceable except that, subject to the Acts, a contract may require waiver of subrogation for losses or claims paid by a consolidated or wrap-up insurance program.
Authorized Representative
WC 00 03 13 (11/05) Ptd. U.S.A. Copyright 1982-83, National Council on Compensation 85 Exhibit E
Scope of Work
17 86
SCOPE OF WORK
CITY OF PLACENTIA CNG FUELING STATION SERVICE. MAINTENANCE & OVERSIGHT The City of Placentia (City) owns a Compressed Natural Gas (CNG) fueling facility located at 2999 E. La Jolla Street, Placentia, CA 92870. The City is initiating this request for proposals (RFP) to solicit proposals from qualified CNG station operators for the inspection, service, maintenance, and management of its CNG fueling facility.
The CNG fueling station supports the operation of City vehicles and provides fueling for other public agencies and private fleets. The selected operator shall provide and manage its own cardlock or point of sale purchasing system. On average, the City's CNG fueling station dispenses 432,350 diesel gallon equivalent (DGE) or 592,628 therms per year.
AGREEMENT EFFECTIVE START DATE
The City has a current agreement to lease its CNG fueling station which is set to expire June 30, 2024. As a result of the existing agreement, any award and work under this RFP will take effect no sooner than July 1, 2024.
REPORTING
Operator shall provide detailed reports to City by the seventh day of each month for the prior month and within 10 days after the end of the fiscal year for the prior fiscal year annual report.
The report will include a complete accounting of all transactions including purchaser information, number of transactions, GGE and therms purchased, and sales amounts for each purchaser, each month and all purchasers for the reporting period and each fiscal year.
Operator shall also provide monthly maintenance and operations reports which shall include a complete accounting of all inspections, service, maintenance, photos and repair activities for the reporting period. An online or cloud -based customer portal that allows for access to work orders, reports, invoices and ad hoc reports is desired.
RENT
Operator shall pay City as base rent as included in their proposal each lease year. Operator shall pay rent to City within 30 days after each anniversary of the Commencement Date during the term hereof, with the first year's rent payable within 30 days after the execution of the agreement by both City and Operator. Base rent payments shall be payable to City within 30 days of the anniversary of the Commencement date and each year of the initial term thereafter.
Rental, royalty, and other payments to be made shall be paid to City without deduction or offset except as expressly set forth in the agreement.
87 RENEWABLE NATURAL GAS
In the event that renewable natural gas (RNG) becomes commercially available, the Operator shall obtain 85,971 diesel gallon equivalent (DGE) of RNG per calendar year which shall be credited to the City to satisfy the State -mandated procurement target.
Operator shall provide documentation to the City that RNG is deemed renewable per CalRecycle definition, procured from a permitted anaerobic digestion facility in California. RNG procured from any other source or procured without CalRecycle acceptable documentation shall not be considered RNG for the City's purposes.
Operator shall satisfy themselves regarding SB 1383 procurement requirements or contact CalRecycle to satisfy any inquiries on bioenergy and anaerobic digestion.
ROYALTY PAYMENT
Operator shall pay City annual royalty payment equal to percentage of all revenue as included in their proposal. Said royalty payments shall be made annually, for the previous lease year within 10 days of the end of the fiscal year, June 30tH
CAPITAL IMPROVEMENTS
Operator shall be responsible for all capital improvements to the station and solely responsible for funding all costs for such improvements. All proposed capital improvements shall be included in the proposal along with a timeline and estimated costs.
MAINTENANCE
Operator is responsible for all operations and maintenance services and associated costs.
Operator personnel and subcontractors shall perform the actual on-site service and maintenance activities for the CNG station and equipment. All operations and maintenance shall be performed in a safe and legal manner and in compliance with all City, CaIOSHA, State and Federal requirements.
Operator is responsible for furnishing appropriately trained maintenance personnel and is responsible for furnishing its personnel with vehicles, safety equipment, computers, and all materials and supplies necessary to complete work. Operator shall provide service personnel with the required personal protective equipment necessary for the work. Operator shall provide maintenance personnel with a standard uniform which includes a company name or logo and the individual employee's name for identification purposes. 88 Maintenance activities include, but are not limited to, the following:
Proactive Maintenance
Daily monitoring of CNG station systems including critical flow, temperature, pressure, vibration, leaks and false alarms. Electronic monitoring is an acceptable alternative to an on- site inspection.
Periodic Maintenance
Maintenance shall be performed in conformance with manufacturer recommendations and industry best practices. Contractor shall develop a scheduled maintenance process per each manufacturer or vendor requirements for each of the major and minor components of the CNG station. Maintenance for each component shall be performed per schedule and in a timely manner. Maintenance shall be performed in such a manner as to eliminate emergency shutdowns and catastrophic failures.
Weights & Measures
Calibration of CNG dispensers shall be in conformance with manufacturer recommendations and industry best practices. Operator shall develop a scheduled process per each manufacturer or vendor requirements for each dispenser. Calibration activities shall be included in maintenance reports.
Cleanliness
Operator shall keep the CNG station and equipment clean to the greatest extent possible to improve performance, help determine oil and grease leaks and prevent any wear on fitting and hoses. Contractor shall use non-flammable, US EPA Safer Choice leaning products to protect human health and the environment.
Filters
Filters on the CNG station equipment shall be replaced in conformance with manufacturer recommendation and industry best practices. When replaced, the new filter shall be marked with the date (MM/DD/YYYY) of installation as well as the equipment hours (as applicable) on the filter housing. Filter replacements shall be noted in maintenance reports.
SYSTEM MONITORING AND ALARMS
CNG station monitoring and alarm systems must be operational at all times. The monitoring an alarm system shall be tested monthly preferable during minimal demand periods.
Operator's monitoring system shall be capable of proactively troubleshooting and diagnosing CNG station failures remotely and dispatching technician support as needed.
HAZARDOUS WASTE
Operator shall be responsible for the removal of hazardous waste materials. Contractor shall not stockpile hazardous materials in the CNG station or adjacent areas. 89 MATERIALS AND SUPPLIES
Operator is responsible for the procurement of all materials, parts and services.
COORDINATION AND COMPLIANCE WITH REGULATORY AGENCIES
Operator shall maintain and pay required permits for CNG station operations. Operator is responsible for maintaining compliance with all applicable federal, state and local laws and regulatory requirements and shall hold the City harmless from any violations of said laws and regulations.
Operator shall consult with City prior to initiating contact with any regulatory agencies.
Routine communication for ongoing permitting shall not require City prior approval. Operator shall keep City fully apprised, both by immediate oral notification and in writing, of any such discussions with regulatory personnel.
Operator shall immediately notify the City CNG Contract Manager or designees when regulatory inspectors are on City property and shall immediately provide all inspections reports issued by regulators to City. When a regulatory agency identifies a violation or cites a defect, Operator shall provide City CNG Contract Manager or designee with a written remedial action plan within five business days, which addresses how Operator intends to resolve (or has already resolved) all regulatory violations, and any mitigating circumstances that led to violation. Operator shall provide City CNG Contract Manager or designee with any inspection reports recommending violation. Any and all penalties and fines imposed regarding violation of state and federal codes, regulations and laws shall be wholly borne by Operator when the violation occurs as a result of Operator's failure to perform as required by the agreement.
SAFETY
Where an immediate and serious hazard exists, Operator has the authority to immediately contact the appropriate personnel to request that the hazardous condition be corrected, or hazardous practices halted.
OTHER ADMINISTRATIVE DUTIES
Operator shall update and maintain as -built drawings in AutoCAD format based on any changes made to CNG facilities. Updates to as -built drawings shall be provided to City Contract Manager or designee.
SOFTWARE
Right and license to use any software installed by Operator at CNG station that is needed to operate and maintain the systems shall be transferred to City along with all maintenance records and electronic records, programs, and files upon termination of the contract. 90 AUDITING PROVISION
The City shall have the right to audit the Operator's financial statements related solely to the City's CNG Station every two years. The City shall select the auditor and the Operator shall cover 50% of the cost of the audit.
91