Loading...
HomeMy WebLinkAbout2022-08-23 - AGENDA REPORTS - DIESEL FUEL CONTRAgenda Item: 12 1. CITY OF SANTA CLARITA AGENDA REPORT CONSENT CALENDAR CITY MANAGER APPROVAL: �1 A11�443 DATE: August 23, 2022 SUBJECT: CONTRACT AMENDMENT WITH TACENERGY, LLC, FOR THE PURCHASE AND DELIVERY OF RENEWABLE DIESEL FUEL DEPARTMENT: Economic Development PRESENTER: Adrian Aguilar RECOMMENDED ACTION City Council: 1. Increase the expenditure authority for the purchase and delivery of renewable diesel fuel with TACenergy, LLC (formerly Truman Arnold Companies), by an amount of $140,000, for a total contract amount not to exceed $465,000. 2. Authorize the City Manager or designee to execute all contracts and associated documents, or modify the award in the event that issues of impossibility of performance arise, subject to City Attorney approval. BACKGROUND On August 28, 2018, the City Council awarded a contract to IPC (USA), Inc., for the purchase and delivery of diesel fuel for Santa Clarita Transit's (SCT) fleet of diesel buses. The City Council's award of this contract was approved following a 2018 competitive procurement process facilitated by the City of Santa Ana. This is known as cooperative procurement, or "piggybacking," and allows SCT to place orders against a competitively awarded, existing public agency contract. On June 22, 2021, the City Council renewed its "piggyback" authorization and awarded a contract to Truman Arnold Company (TAC), who acquired IPC (USA), Inc, for a term expiring December 31, 2022. Santa Clarita Transit is in the process of converting its commuter bus fleet to compressed natural gas (CNG). As the remaining diesel -powered buses reach the end of their useful life, they are being replaced with CNG powered buses. Currently, the City of Santa Clarita (City) has eight (8) diesel buses remaining in the fleet and the full conversion is expected to be completed by 2027. As the remaining diesel -powered vehicles are retired, the use of diesel fuel will decline but will Page 1 Packet Pg. 67 not be completely eliminated. The emergency generator installed at the Transit Maintenance Facility is diesel powered and allows the City to continue critical operations during emergencies. The contract awarded in June 2021 was set at a not -to -exceed amount of $325,000, which staff felt was sufficient based on pricing trends at the time. Shortly after, there was a global spike in fuel prices that caused the City to reach the not -to -exceed amount approved by the City Council four months earlier than projected. For reference, from July 2021 to July 2022, the cost of renewable diesel increased from $2.57 to $4.56 per gallon, a 77 percent increase. Despite this increase, staff has found that the rates charged by the existing contractor continue to be competitive compared to other purchasing options available. If approved by the City Council, this request would increase the not -to -exceed amount of the contract with TACenergy, LCC (formerly TAC) by $140,000, with a revised not -to -exceed amount of $465,000. ALTERNATIVE ACTION Other action as determined by the City Council. FISCAL IMPACT This request will not impact the General Fund. Adequate funding is currently available in Transit Division's operating budget to cover the amended contract amount. ATTACHMENTS Renewable Diesel Fact Sheet Truman Arnold Companies - First Amendment (available in the City Clerk's Reading File) Page 2 Packet Pg. 68 Lower emissions with Neste MY Renewable Diese ITM Neste MY Renewable Diesel' is a fully renewable diesel fuel Neste has developed to reduce the climate impact of transportation. Renewable diesel fuel has several advantages over fossil diesel. Compared to fossil diesel, renewable diesel can reduce greenhouse gas emissions by up to 75% gas emissions (CO, equivalent) over its life cycle. Neste MY Renewable Diesel is a drop -in fuel. This enables easy and quick switching without conversion costs to either vehicles or fueling and storage infrastructure. It can also be used neat (100%) or blended with fossil diesel. Just fuel and drive! What is renewable diesel? It's not fossil diesel. It's not biodiesel. Neste MY Renewable Diesel is a high quality diesel made from renewable materials that do not release new carbon into the atmosphere. Neste's proprietary NEXBTL technology allows a wide range of fats, oils and waste products to be used as feedstocks, such as used cooking oils and waste fats from the food industry and restaurants. The result is a product that is significantly better for the environment than fossil diesel, while - thanks to its chemical composition - delivering at least the same performance, if not better, and can be used without modifications to the fleet or infrastructure. Just fuel and drive! Where can I buy Neste MY Renewable Diesel? Neste has several distributors who offer flexible solutions for your company. You can find an overview of distributors and their fueling stations selling Neste MY at www.nestemy.com. Advantages or- Neste MY Renewable Diesel compared to Fossil diesel TOP .. MaTI E R." Diesel Fuel Renewable and Smaller carbon sustainable footprint Easy to use TOP TIER'" fuel Neste MY Renewable In addition to a reduction Fully compatible The first TOP TIER TM Diesel uses a wide in tailpipe emissions, with existing fuel infra- certified renewable range of fats, oils and greenhouse gas emis- structure, no further diesel for its high waste products. sions are also reduced investment required. quality and powerful by up to 75%. performance. nESTE Renewable Diesel The solution to improve local air quality Scientific studies and road tests have shown that if you fill up with 100% Neste MY Renewable Diesel, in addition to a CO2e reduction of up to 75%, the following emissions* are reduced up to 4P 33% lower levels of fine particles • 9% lower nitrogen oxides (NOx) • 30% less hydrocarbons (HC) • 24% lower carbon monoxide (CO), and 1 reduced levels of polyaromatic hydrocarbons (PAH). In order to achieve today's goals of eliminating fossil fuel, Neste MY Renewable Diesel offers a drop -in solution that all diesel vehicles can use immediately. Approved by leading manuFacturers Neste MY Renewable Diesel meets the ASTM D975 paraffinic fuel standard. Most heavy vehicle manu- facturers, such as Cummins, Detroit Diesel, Caterpillar, Volvo Trucks, Paccar, Mack, John Deere, plus many other international brands have approved the use of neat renewable diesel in their engines. nESTE E Q The emissions of the vehicles have been compared to conventional diesel. The results have been published in 40 scientific publications. Approved by leading manufacturers Renewable Diesel DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND TACENERGY, LLC FOR PURCHASE AND DELIVERY OF DIESEL FUEL THIS FIRST AMENDMENT ("Amendment") is made by and between the CITY OF SANTA CLARITA, a general law city and municipal corporation existing under the laws of California ("CITY"), and TACENERY, LLC (FORMERLY TRUMAN ARNOLD COMPANI5S ("CONTRACTOR"), and relates to that certain Maintenance Agreement dated July 12, 2021 for PURCHASE AND DELIVERY 9 The Agreement is hereby amended as follows: CITY received notice thatTRUMAN ARNOLD COMPAiW#&oming TACENERGY, LLC Pursuant to Section 18 AUTHORITY/MODIFICATION of the Agreement, the Agreement can be modified by written amendment. The parties wish to amend the Agreement to insert TACENERGY, LLC as the CONTRACTOR as that term is used in the Agreement and by executing this agreement, TACENERGY, LLC agrees to all obligations and requirements of the Agreement. 2. Pursuant to Section 11. NOTICES of the Agreement, amendment to section to read as follows: "To CONTRACTOR: TACENERGY,LLC ATTN: Colby Hoffer 100 Crescent Court, Suite 1600 Dallas, TX 75201 3. This Amendment may be executed in any number or counterparts, each of which will be an original, but all of which together constitutes one instrument executed on the same date. 4. Except as modified by this Amendment, all other terms and conditions of the Agreement remain in full force and effect. [SIGNATURES ON NEXT PAGE] Revised 6/2019 Page 1 of 2 OAK #4853-2163-7198 v1 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D ELECTRONIC TRANSMISSION OF CONTRACT AND SIGNATURE. The parties agree that this Amendment may be transmitted and signed by electronic mail by either/any or both/all parties, and that such signatures shall have the same force and effect as original signatures, in accordance with California Government Code section 16.5 and Civil Code section 1633.7. IN WITNESS WHEREOF, the parties hereto have executed this contract on this date of FOR CONTRACTOR: IF CORPORATION: DocuSigned by: DocuSigned by: By: ��JBy: D3FC53DA8CDA4EC... A1AIA7E249AC74F4... Randy Jones VP Sales & Operations Mark Anderle VP of Supply & Trading Print Name & Title Print Name & Title Date: 7/20/2022 Date: 7/25/2022 FOR CITY OF SANTA CLARITA: KENNETH W. STRIPLIN, CITY MANAGER ,-�DOCUSIgned by: By: V'XA 0-�Al('h Date: 7/26/2022 APPROVED AS TO FORM: JOSEPH M. MONTES, CITY ATTORNEY DocuSigned by: By: 6 St,4 h. AuwI s i"c�rmCumL,y Date: 7/25/2022 Revised 6/2019 Page 2 of 2 OAK #4853-2163-7198 v1 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D Exhibit D -, ov energy. March 31, 2022 RE: Official Notification of Corporate Name Change to TACenergy, LLC To our Valued Customers: 701 S Robison Road Texarkana, Texas 755O1 903-794-3835 TAC Energy, historically known as Truman Arnold Companies, is changing our name to TACenergy, LLC. There will be no change in ownership or the services and capabilities that we provide. Our commitment to our customers remains our highest priority. The goal is to be aligned in reference to who we are in the marketplace and make it easier today and with future business to know us under one name — TACenergy, LLC. This change will be effective on Tuesday, May 3, 2022. We have a new W-9 foryou to update your records so that we can successfully and smoothly transition and apply all billing and payments for your account. Attached you will find: • New W-9 Taxpayer Identification Number As a key customer, you will also be contacted by telephone from a representative from our credit department confirming the details within this correspondence and answer any questions you might have. There will be no change to our phone numbers, web portal, email addresses, physical addresses, or employees. We know that our partnership with our customers is a major reason we are where we are today. Please do not hesitate to contact me to with any questions or concerns. We appreciate your business. Sincerely, Thomas J. Byrd Sr. Credit Manager DON'T JUST BUY FUEL FUEL YOUR Fug DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D CON-6 Council Approval Date: 6/22/2021 Agenda Item: I I Contract Amount: 325,000.00 MAINTENANCE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND TRUMAN ARNOLD COMPANIES FOR PURCHASE AND DELIVERY OF DIESEL FUEL THIS MAINTENANCE AGREEMENT ("Agreement") is made by and between the CITY OF SANTA CLARITA, a general law city and municipal corporation ("CITY") and TRUMAN ARNOLD COMPANIES ("CONTRACTOR"). The Parties agree as follows: A. As partial consideration, CONTRACTOR agrees to perform the work listed in the SCOPE OF SERVICES, below; and B. As additional consideration, CONTRACTOR and CITY agree to abide by the terms and conditions contained in this Agreement; and C. As additional consideration, CITY agrees to pay CONTRACTOR an amount as set forth in the attached Exhibit - A, B & Cvvhich is incorporated by reference, for CONTRACTOR's services. CITY will pay such amount promptly, but not later than thirty (30) days after receiving CONTRACTOR's invoice. 2. TERM. The term of this Agreement will be from 07/01/2021, to 12/31/2022. The Agreement may be renewed upon mutual consent of the parties. 3. SCOPE OF SERVICES. A. CONTRACTOR will perform services listed in the attached Exhibit- A, D,& C B. CONTRACTOR will, in a workmanlike manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D to perform and complete the work and provide the professional services required of CONTRACTOR by this Agreement. C. CONTRACTOR guarantees each portion of the services as installed against defective materials and workmanship for a period of one (1) year from date of CITY's written acceptance of the work. Promptly upon CITY's request within that one (1) year period, CONTRACTOR agrees to correct by repair or replacement without charge to CITY any defects which may appear in the work or any portion thereof. Notwithstanding the foregoing, all guarantees and warranties obtained by CONTRACTOR from manufacturers and vendors of equipment used in the performance of the services shall be extended to CITY's benefit for the full limit of their terms. 4, PREVAILING WAGES. A. DEPARTMENT OF INDUSTRIAL RELATIONS REQUIREMENTS. No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code Section 1771.1(a)]. No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. B. PREVAILING WAGES. If this contract is subject to the State prevailing wage requirements of the California Labor Code including, but not limited to, Sections 1770, 1771.5, 1773, 177E and 1777.5. Contractor shall comply with California prevailing wage laws including, to the extent applicable, Labor Code Section 1720.9. Pursuant to Section 1773 of the Labor Code, the general prevailing wage rates in the county, or counties, in which the work is to be done have been determined by the Director of the California Department of Industrial Relations. These wages are set forth in the General Prevailing Wage Rates for this project, available from the California Department of Industrial Relations' Internet web site at http://www.dir.ca.govlOPRL/DPreWageDetennination.htm. Future effective general prevailing wage rates which have been predetermined and are on file with the California Department of Industrial Relations are referenced but not printed in the general prevailing wage rates. A copy of the prevailing rate of per diem wages shall be posted at the job site. The Contractor is responsible for obtaining a current. edition of all California statutes and regulations, and adhering to the latest editions of such. C. FEDERAL PREVAILING WAGE. If this is a federally funded project and the Davis Bacon Act will be enforced. The current General Decision of wage determinations issued by the United States Department of Labor is set forth at the following website address: https://beta.sam.gov/. If there is a difference between Revised 92019 Page 2 of 8 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D the prevailing wage rate determined by the Department of Labor and the prevailing wage rate predetermined by the Director of Industrial Relations for similar classifications of labor, the Contractor and its Subcontractors shall pay not less than the higher prevailing wage rate. The Agency will not accept lower State prevailing wage rates not specifically included in the Federal prevailing wage determinations. This includes "helper" (or other classifications based on hours of experience) or any other classification not appearing in the Federal prevailing wage determinations. Where Federal prevailing wage determinations do not contain the State prevailing wage rate determination otherwise available for use by the Contractor and Subcontractors, the Contractor and Subcontractors shall pay not less than the Federal prevailing wage rate which most closely approximates the duties of the employee(s) in question. The prevailing wage rate for any classification not listed by the Department of Labor or the Director of Industrial Relations, but which may be required to execute the Contract, shall be in accord with specified rates for similar or comparable classifications or for those performing similar or comparable duties, within the Agency's determinations. D. Protection of Resident Workers The City of Santa Clarita actively supports the Immigration and Nationality Act (INA), which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Under the INA, employers may hire only persons who may legally work in the United States (i.e., citizens and nationals of the U.S.) and aliens authorized to work in the U.S. The employer must verify the identity and employment eligibility of anyone to be hired, which includes completing the Employment Eligibility Verification Form (1-9). The Contractor shall establish appropriate procedures and controls so no services or products under the Contract Documents will be performed or manufactured by any worker who is not legally eligible to perforin such services or employment. 5. FAMILIARITY WITH WORK. A. By executing this Agreement, CONTRACTOR represents that CONTRACTOR has: Thoroughly investigated and considered the scope of services to be performed; and ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONTRACTOR warrants that CONTRACTOR has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONTRACTOR discover any latent or unknown conditions that may materially affect the performance of the services, CONTRACTOR will Revised 92019 Page 3 of 8 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D immediately inform CITY of such fact and will not proceed except at CONTRACTOR's own risk until written instructions are received from CITY. C. CONTRACTOR represents that the CONTRACTOR agrees to comply with all applicable federal and state workplace and employment laws including those that relate to minilmum hours and wages, occupational health and safety, workers compensation insurance and state, county and local orders. b. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONTRACTOR will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Commercial general liability: Business automobile liability Workers compensation Limits (combined single $1,000,000 $1,000,000 Statutory requirement ]3. Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City. C. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). D. CONTRACTOR will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. CONTRACTOR will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. Revised 92019 Page 4 of 8 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D E. Waiver of Subrogation: The insurer(s) agree to waive all rights of subrogation against CITY, its elected or appointed officers, officials, agents, volunteers and employees for losses paid under the terms of the workers compensation policy which arise from work performed by CONTRACTOR for CITY. F. Should CONTRACTOR, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at CONTRACTOR's expense and deduct the cost of such insurance from payments due to CONTRACTOR under this Agreement or terminate. In the alternative, should CONTRACTOR fail to meet any of the insurance requirements under this agreement, City may cancel the Agreement immediately with no penalty. G. Should Contractor's insurance required by this Agreement be cancelled at any point prior to expiration of the policy, CONTRACTOR must notify City within 24 hours of receipt of notice of cancellation. Furthermore, CONTRACTOR must obtain replacement coverage that meets all contractual requirements within 10 days of the prior insurer's issuance of notice of cancellation. CONTRACTOR must ensure that there is no lapse in coverage. 7. TIME FOR. PERFORMANCE. CONTRACTOR will not perform any work under this Agreement until: A. CONTRACTOR furnishes proof of insurance as required under Section 6 of this Agreement; and B. CITY gives CONTRACTOR a written Notice to Proceed. C. Should CONTRACTOR begin work in advance of receiving written authorization to proceed, any such professional services are at CONTRACTOR's own risk. 8. TERMINATION. A. CITY may terminate this Agreement at any time with or without cause. B. CONTRACTOR may terminate this Agreement upon providing written notice to CITY at least thirty (30) days before the effective termination date. C. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. D. By executing this document, CONTRACTOR waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 9. INDEMNIFICATION. CONTRACTOR agrees to indemnify and hold CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of the performance of this agreement by CONTRACTOR. Should Revised 92019 Page 5 of 8 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D CITY be named in any suit, or should any claim be brought against it by suit or otherwise, arising out of performance by CONTRACTOR of services rendered pursuant to this Agreement, CONTRACTOR will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or costs incurred in defense otherwise. 10. INDEPENDENT CONTRACTOR. CITY and CONTRACTOR agree that CONTRACTOR will act as an independent contractor and will have control of all work and the manner in which is it performed. CONTRACTOR will be free to contract for similar service to be performed for other employers while under contract with CITY. CONTRACTOR is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONTRACTOR as to the details of doing the work or to exercise a measure of control over the work means that CONTRACTOR will follow the direction of the CITY as to end results of the work only. 110:r1971 II:Cy Bill. A. All notices given or required to be given pursuant to this Agreement will be in writing and may be given by personal delivery or by mail. Notice sent by mail will be addressed as follows: To CITY: City of Santa Clarita ATTN: Kenneth W. Striplin, City Manager 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 To CONTRACTOR: TRUMAN ARNOLD COMPANIES ATTN: Colby Hoffer 100 Crescent Court, Suite 1600 Dallas, TX 75201 B. When addressed in accordance with this paragraph, notices will be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices will be deemed given at the time of actual delivery. C. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 12. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a Taxpayer Identification Number. 13. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character, nor will it be deemed to constitute a continuing waiver. Revised 92019 Page 6 of 8 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D 14. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party. 15. SEVERABLE. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 16. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 17. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 18. AUTHORITYJMODIFICATION. This Agreement may be subject to and conditioned upon approval and ratification by the Santa Clarita City Council. This Agreement is not binding upon CITY until executed by the City Manager. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. CITY's City Manager may execute any such amendment on behalf of CITY. 19. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 20. EFFECT OF CONFLICT. In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, its attachments, the purchase order, or notice to proceed, the provisions of this Agreement will govern and control. 21. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, war, terrorist act, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' control, then the Agreement will immediately terminate without obligation of either party to the other. 22. ENTIRE AGREEMENT. This Agreement and its one attachment constitutes the sole agreement between CONTRACTOR and CITY respecting maintenance. To the extent that there are additional terms and conditions contained in Exhibit " A, B'& Kkt are not in conflict with this Agreement, those terms are incorporated as if fully set forth above. There are no other understandings, terms or other agreements expressed or implied, oral or written. 23. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. Revised 92019 Page 7 of 8 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D 24. ELECTRONIC TRANSMISSION OF CONTRACT AND SIGNATURE. The Parties agree that this Agreement may be transmitted and signed by electronic mail by either/any or both/all Parties, and that such signatures shall have the same force and effect as original signatures, in accordance with California Government Code section 16.5 and Civil Code section 1633.7. (SIGNATURES ON NEXT PAGE) Revised 92019 Page 8 of 8 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D IN WITNESS WHEREOF, the parties hereto have executed this contract on this date of 7/ 12/2021 FOR CONTRACTOR: IF CORPORATION: By: FDocuSigned by, DocuSigned by; By: D3FC58DA9CDA4EC. A1DA7EMAC74FC Randy Jones VP Sales & Operations Print Name & Title 716f2t121 Date_ FOR CITY OF SANTA CLARITA: KENNETH W. STRIPLIN, CITY MANAGER DocuSigned by; By: I itiit.e 11 nager 7/ 12/202 I Date: APPROVED AS TO FORM: JOSEPH M. MONTES, CITY ATTORNEY DocuSigned by; City Attomey 7/7/2021 Bate: Mark Anderle VP of Supply & Trading Print Name & Title Date. 6/29/2021 Revisal 512019 Page 13 ni's DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D TRUMARN-01 J3ATRUSKOWSKI '`�Cr�►eo CERTIFICATE OF LIABILITY INSURANCE DAT/2412DIY fi2412021 1 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(les) 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). PRooucER CONTACT Anita Truskowski NAME: AssuredPartners of Northeastern PA PHONE FAX 1130 Hwy 315 [Arc. No, Ext]: (570) 270-6075 Aie, No :(570) 270-075 Wilkes Barre, PA 18702 n DRIESS. Anita.Truskowskl@assuredpartners.com _ INSURER A.Lexin ton Insurance Company 1 INSURED INSURER B:National Union Fire Insurance Co. of Pittsburgh 1 Truman Arnold Companies INSURER C. Axis Surplus Insurance Co. 2 PO Box 1481 INSURER D:. Evanston Insurance Company 3 Texarkana, TX 75504 INSURER E: rnucRAdrCC d`CRTICI!'ATC klllkAR=0— 0F►ACInk1 ki11kARCR• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFFLTR POLICY EJ(P LIMITS A x COMMERCIAL GENERAL LIABILITY CLAIMS -MADE [X] OCCUR X( X( 034205279 101112020 10f112021 EACH OCCURRENCE $ 11000,000 DAMAGE TO RENTED $ 11000,000 x ME EXP (Anyoneperson) $ Included Explosion, Collapse, x Underground Hazard PERSONAL & ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: POLICY jEcT � LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMPIOP AGG $ 2,000,600 EBL AGGREGATE 11000,000 x OTHER, Time Element Pollution B AUTOMOBILE LIABILITY COMBINEDISINGLE LIMIT ffi 1,000,000 x BODILY INJURY Per on $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS x x CA7269799 101112020 10/1/2021 BODILY INJURY Per accident $ x PROPER r d l AMAGE ffi }�y A�UTOS ONLY x 06S ONRL TN k90 Motor x Cargo $1,000,000 T x $ A UMBRELLA LIAB XC OCCUR EACH OCCURRENCE $ 5,000,000 X[ AGGREGATE ffi 5,000,000 ExCESS LIAR CLAIMS -MADE 080877996 1011/2020 10/1/2021 DED I XC I RETENTION $ 0 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETORfPARTNER(EXECV I IVE ❑ QF�FICEMEMZ R EXCLUDED? N 1 A PER UTE OTH- STAT ER E.L. EACH ACCIDENT $ [MandatarRy in H] If yes, describe under DESCRIPTION OF OPERATIONS below E.L_ DISEASE - EA EMPLOYE E-L. DISEASE - POLICY LIMIT C Excess Liability P-001-000045045.03 10/112020 1011/2021 2nd Layer 5,000,000 D Excess Liability MKLV7EFX100459 1011/2020 101112021 3rd Layer 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required] Excess Liability 4th Layer Navigators Ins Co Policy 4IS20EXCZ06C2XIC $5,000,000 101112020 to 101112021 Excess Liability 5th Layer Endurance American Specialty Ins Co.Pollcy #ELD30002030700 $5,000,000 10/112020 to 10/1/2021 Total Excess Limit $257000,000 No Excess Auto Liability Coverage City of Santa Clarita, it's officials and employees, where required by written contract, are named as additional insured but only with respect to the liability SEE ATTACHED ACORD 101 r_FRTIFIr`ATF 14nl n1=P r`ANr g=l I ATInM SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Clarita y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 23920 Valencia Blvd. Santa Clarita, CA 91355 AUTHORIZED REPRESENTATIVE ACORD 25 (2016103) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D AGENCY CUSTOMER ID.. TRUMARN-01 J3ATRUSKOWSKI LOC #: 1 . 11` D G7 ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED ssuredPartners of Northeastern PA Truman Arnold Companies PO Box 1481 POLICY NUMBER Texarkana, TX 75504 EE PAGE 1 CARRIER NAIL CODE EE PAGE 1 SEE P 1 EFFECTIVE DATE: SEE PAGE 1 AUUI I IVNAL KhMAKKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles: arising out of the work performed by the named insured on general liability perform LX8970 and business auto perform 87950. Provisions for additional insured are outlined in the above referenced general liability and auto liability policy and only apply when required by written contract. Waiver of Subrogation is applicable where required by written contract and subject to policy terms and conditions on general liability per form LEXOCC234 and business auto perform 62897 and applies in favor of th City of Santa Clarita. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured subject to policy terms and conditions on general liability per form LX9839 and business auto per form 744445. 30 day notice of cancellation on general liability ACORD 101 (2008101) 0 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D LEXINGTON INSURANCE COMPANY Administrative Offices: 99 High Street, Boston, Massachusetts 02110 COMMERCIAL GENERAL LIABILITY POLICY OCCURRENCE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and Mat is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the Company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II - WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION IV - DEFINITIONS. SECTION I - COVERAGES COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We Wil have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or .'property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in SECTION III - LIMITS OF INSURANCE; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under SUPPLEMENTARY PAYMENTS - COVERAGES A AND B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured described in Paragraph 1 of SECTION Il — WHO IS AN INSURED and no "employee" authorized by you to give or receive notice of an "occurrence", claim or "suit", knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the "policy period". c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of SECTION II. WHO IS AN INSURED or any "employee" authorized by you to give or receive notice of an "occurrence" claim, or "suit", includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of SECTION II — WHO IS AN INSURED or any "employee" authorized by you to give or receive notice of an "occurrence", claim or "suit": (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Includes Copyrighted Information of Insurance Services LX9641 (02111) offices, Inc. with its permission. All Rights Reserved. Page 1 of 24 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. e. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services, loss of consortium or death resulting at any time from the "bodily injury". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability (1) "Bodily injury" to an "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or Includes Copyrighted Information of Insurance Services LX9641 (02111} Offices, Inc. with its permission. All Rights Reserved. Page 2 of 24 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D ENDORSEMENT # 016 This endorsement, effective 12:01 AM 10/01/2020 Forms a part of policy no.: 034205279 Issued to: TRUMAN ARNOLD COMPANIES By: LEYJNGTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED REQUIRED BY WRITTEN CONTRACT SCHEDULE Name of Person or Organization: Per written contract or agreement A. Section II - Who Is An Insured is amended to include the person or organization shown in the Schedule above that you are required to include as an additional insured on this policy by a written contract or written agreement in effect during this policy period and executed prior to the "occurrence" of the "bodily injury" or "property damage." B. The insurance provided to the above described additional insured under this endorsement is limited as follows: 1. COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE (Section I - Coverages) only. 2. The person or organization is only an additional insured with respect to liability arising out of "your work" or "your product" for that additional insured. 3. In the event that the Limits of Insurance provided by this policy exceed the Limits of Insurance required by the written contract or written agreement, the insurance provided by this endorsement shall be limited to the Limits of Insurance Lx4285 (02/14) required by the written contract or written agreement. This endorsement shall not increase the Limits of Insurance stated in the Declarations under Item 3. Limits of Insurance pertaining to the coverage provided herein. 4. The insurance provided to such an additional insured does not apply to "bodily injury" or "property damage" arising out of an architect's, engineer's or 1. surveyor's rendering of or failure to render any professional services including: i The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and ii Supervisory, inspection, architectural or engineering activities. 5. This insurance does not apply to "bodily injury" or "property damage" arising out of "your work" or "your product" DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D included in the "products -completed operations hazard" unless you are required to provide such coverage by written contract or written agreement and then only for the period of time required by the written contract or written agreement and in no event beyond the expiration date of the policy. 6. Any coverage provided by this endorsement to an additional insured shall be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance apply on a primary and non-contributory basis. C. Subparagraph (1)(a) of the Pollution exclusion paragraph 2.f., Exclusions of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section I Coverages) does not apply to you if the "bodily injury" or "property damage" arises out of "your work" or "your product" performed on premises which are owned or rented by the additional insured at the time "your work" or "your product" is performed. D. In accordance with the terms and conditions of the policy and as more fully explained in the policy, as soon as practicable, each additional insured must give us prompt notice of any "occurrence" which may result in a claim, forward all legal papers to us, cooperate in the defense of any actions, and otherwise comply with all of the policy's terms and conditions. LX4285 (02/14) Includes copyrighted information of the Insurance Services Offices, Inc„ with its permission. All rights reserved. DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D ENDORSEMENT # 019 This endorsement, effective 12:01 AM 10/01 f2020 Forms a part of policy no.: 034205279 • • + is�i1�11►/:1.7►[rI>[wI+I�7�17:1►11�� By:LEXINiGTON INSURANCE COMPANY PRIMARY/NON CONTRIBUTORY ENDORSEMENT This endorsement modifies insurance provided by the policy: NotWthstanding any other provision of the policy to the contrary, the insurance afforded by this policy for the benefit of the Additional Insured shall be primary insurance, but only with respect to any claim, loss or liability arising out of the Named Insured's operations; and any insurance maintained by the Additional Insured shall be non-contributing. All other terms and conditions of the policy remain the same. Authorized Representative OR Countersignature (In states where applicable) L X9838 ( 08105) DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D ENDORSEMENT # 017 This endorsement, effective 12:01 AM 10101 12020 Forms a part of policy no.: 034205279 Issued to: TRUMAN ARNOLD COMPANIES By:LEXINiGTON INSURANCE COMPANY WAIVER OF SUBROGATION (BLANKET) It is agreed that we, in the event of a payment under this policy, waive our right of subrogation against any person or organization where the insured has waived liability of such person or organization as part of a written contractual agreement between the insured and such person or organization entered into prior to the "occurrence" or offense. All other terms and conditions remain unchanged. �r Authorized Representative OR Countersignature (In states where applicable) LEXOCC234 (11103) LX0485 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D ENDORSEMENT This endorsement, effective 12:01 A.M. 10101 12020 forms a part of policy No. CA 726-97-99 issued to TRUMAN ARNOLD COMPANIES by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV - Business Auto Conditions, A. - Loss Conditions, 5. - Transfer of Rights of Recovery Against Others to Us, is amended to add: However, we will waive any right of recover we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an "accident" or" loss" if: (1) The "accident" or "loss" is due to operations undertaken in accordance with the contract existing between you and such person or organization; and (2) The contract or agreement was entered into prior to any "accident" or "loss". No waiver of the right of recovery will directly or indirectly apply to your employees or employees of the person or organization, and we reserve our rights or lien to be reimbursed from any recovery funds obtained by any injured employee. /AUTFfORIZED REPRESENTATIVE 62897 (6195) DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D This policy is amended as follows: In the event that the Insurer cancels this policy for any reason other than non-payment of premium, and 1 . the cancellation effective date is prior to this policy's expiration date; 2. the First Named Insured is under an existing contractual obligation to notify a certificate(s) holder(s) when this policy is canceled (hereinafter, the "Certificate Holders}") and has provided the Insurer, either directly or through it's broker of record, either: (a) the name of the entity shown on the certificate, a contact name at such entity and the U.S. Postal Service mailing address of each such entity; ❑r (b) the email address of a contact at each such entity; and 3. prior to the effective date of cancellation, the First Named Insured confirms to the Insurer, either directly or through its broker of record, that the persons or organizations set forth in the Schedule above, as well as their respective addresses listed, should continue to be a part of the Schedule and, if not, the names of the persons or organizations that should be deleted, the Insurer will provide advice of cancellation (the "Advice") t❑ each such Certificate Holder(s) confirmed by the First Named Insured in writing to be correctly a part of the Schedule within 3 days after the First Named Insured confirms the accuracy of the Schedule above with the Insurer; provided, however, that if a specific number of days is not stated above, then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the First Named Insured confirms the accuracy of the Schedule above with the Insurer. Proof of the Insurer emailing the Advice, using the information provided and subsequently confirmed by the First Named Insured in writing, will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy. The following Definitions apply to this endorsement: 1. First Named Insured means the Named Insured shown on the Declarations Page of this policy. 2. Insurer means the insurance company shown in the header on the Declarations Page of this policy. All other terms, conditions and exclusions shall remain the same. - �7 7�� Authorized Representative 108538 (03/11 ) Page 2 of 2 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D :1011L1.114:1 TJI:101111 This endorsement, effective 1 2:01 A.M. 10f 01 12020 forms a part of Policy No. CA 726-97-99 issued to TRUMAN ARNOLD COMPANIES by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM cruGni ii G ADDITIONAL INSURED: Any person or organization for whom you are contractually bound to provide Additional Insured status but only to the extent of such person's or organization's liability arising out of the use of a covered "auto". I. SECTION 11 - COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. - Who Is Insured, is amended to add: d. Any person or organization, shown in the schedule above, to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered "auto". However, the insurance provided will not exceed the lesser of: (1) The coverage and/or limits of this policy, or (2) The coverage and/or limits required by said contract or agreement. W,Vz�=� i / AUTHORIZED REPRESENTATIVE 87950 (9/14) Includes copyrighted information of Insurance Services Office, Inc., Page 1 of 1 with its permission. DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D ENDORSEMENT # 020 This endorsement. effective 12:01 AM 10/01 /2020 Forms a part of policy no.: TBD Issued to: TRUMAN ARNOLD COMPANIES By: LEXINGTON INSURANCE COMPANY ADVICE OF CANCELLATION TO ENTITIES OTHER THAN THE NAMED INSURED ENDORSEMENT This endorsement modifies insurance provided by the policy: crur-M it G Name of Certificate Holder(s) and Address: 1. Where required by contract or agreement If the Insurer cancels this policy for any reason other than cancellation for non-payment of premium, notice of cancellation shall be given in accordance with the terms and conditions of the policy to the Certificate Holder(s) shown in the above Schedule. Other than the right to receive notice of cancellation as set forth herein, this endorsement confers no rights under this policy to the Certificate Holder(s) including, but not limited to, additional insured status or additional Named Insured status. As used herein, Insurer means the insurance company shown in the header on the Declarations Page of this policy. All other terms and conditions of the policy remain the same. Authorized Representative LX8959 i 05113i Page 1 of 1 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D FORM MCS-90 Revised 3/31/2020 OMB No.: 2126-0008 Expiration: 3131 /2021 USDOT Number: Date Received: A Federal Agency may not conduct or sponsor, and a person is not required to respond to, nor shall a person be subject to a penalty for failure to comply with a collection of information subject to the requirements of the Paperwork Reduction Act unless that collection of information displays a current valid OMB Control Number, The OMB Control Number for this information collection is 21226-0008. Public reporting for this collection of information is estimated to be approximately 2 minutes per response, including the time for reviewing instructions, gathering the data needed, and completing and reviewing the collection of information. All responses to this collection of information are mandatory. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to' Information Collection Clearance Officer, Federal Motor Carrier Safety Administration, MC-RRA, Washington, D.C. 20590. United States Department of Transportation Federal Motor Carrier Safety Administration Endorsement for Motor Carrier Policies of Insurance for Public Liability under Sections 29 and 30 of the Motor Carrier Act of 1980 FORM MCS-90 Issued to TRUMAN ARNOLD COMPAN I ES of TEXARKANA, TX 75503 !Motor Carrier name) A=ii1cCM4M11; 0:M111I.■dIII (Motor Carrier state or province) Dated at 17200 WEST 119TH ST OLATHE . KS 66061 on this 31 ST day of OCTOBER , 2020 Amending Policy Number: CA726-97-99 Effective Date: 10101 f 2020 Name of Insurance Company: NATIONAL UN ION FIRE INSURANCE COMPANY OF P I TTSBURGH , PA Countersigned by: r (authorized company representative) The policy to which this endorsement is attached provides primary or excess insurance, as indicated for the limits shown (check only one): XThis insurance is primary and the company shall not be liable for amounts in excess of $ 1 , 000 , 000 ElThis insurance is excess and the company shall not be liable for amounts in excess of $ underlying limit of $ for each accident. for each accident. for each accident in excess of the Whenever required by the Federal Motor Carrier Safety Administration (FMCSA), the company agrees to furnish the FMCSA a duplicate of said policy and all its endorsements. The company also agrees, upon telephone request by an authorized representative of the FMCSA, to verify that the policy is in force as of a particular date. The telephone number to call is: 1-888-609-7046. Cancellation of this endorsement may be effected by the company of the insured by giving (i ) thirty-five (35) days notice in writing to the other party (said 35 days notice to commence from the date the notice is mailed, proof of mailing shall be sufficient proof of notice), and (2) if the insured is subject to the FMCSA's registration requirements under 49 U.S.C. 13 90 1, by providing thirty (30) days notice to the FMCSA (said 30 days notice to commence from the date the notice is received by the FMCSA at its office in Washington, DC), (continued on next page) Form MCS-90 (Page 1 of 3) DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D (FORM MCS-90 Revised 3/31/2020 OMB No.: 2126-0008 Expiration: 3/31 /2021 DEFINITIONS AS USED IN THIS ENDORSEMENT Accident includes continuous or repeated exposure to conditions or which results in bodily injury, property damage, or environmental damage which the insured neither expected nor intended. Motor Vehicle means a land vehicle, machine, truck, tractor, trailer, or semitrailer propelled or drawn by mechanical power and used on a highway for transporting property, or any combination thereof. Bodily Injury means injury to the body, sickness, or disease to any person, including death resulting from any of these. Property Damage means damage to or loss of use of tangible property. The insurance policy to which this endorsement is attached provides automobile liability insurance and is amended to assure compliance by the insured, within the limits stated herein, as a motor carrier of property, with Sections 29 and 30 of the Motor Carrier Act of 1980 and the rules and regulations of the Federal Motor Carrier Safety Administration (FMCSA). In consideration of the premium stated in the policy to which this endorsement is attached, the insurer (the companyl agrees to pay, within the limits of liability described herein, any final judgment recovered against the insured for public liability resulting from negligence in the operation, maintenance or use of motor vehicles subject to the financial responsibility requirements of Sections 29 and 30 of the Motor Carrier Act of 1980 regardless of whether or not each motor vehicle is specifically described in the policy and whether or not such negligence occurs on any route or in any territory authorized to be served by the insured or elsewhere. Such insurance as is afforded, for public liability, does not apply to injury to or death of the insured's employees while engaged in the course of their employment, or property transported by the insured, designated as cargo. It is understood and agreed that no condition, provision, stipulation, or limitation contained in the policy, this endorsement, or any other endorsement thereon, or violation Environmental Restoration means restitution for the loss, damage, or destruction of natural resources arising out of the accidental discharge, dispersal, release or escape into or upon the land, atmosphere, watercourse, or body of water, of any commodity transported by a motor carrier. This shall include the cost of removal and the cost of necessary measures taken to minimize or mitigate damage to human health, the natural environment, fish, shellfish, and wildlife. Public Liability means liability for bodily injury, property damage, and environmental restoration. thereof, shall relieve the company from liability or from the payment of any final judgment, within the limits of liability herein described, irrespective of the financial condition, insolvency or bankruptcy of the insured. However, all terms, conditions, and limitations in the policy to which the endorsement is attached shall remain in full force and effect as binding between the insured and the company. The insured agrees to reimburse the company for any payment made by the company on account of any accident, claim, or suit involving a breach of the terms of the policy, and for any payment that the company would not have been obligated to make under the provisions of the policy except for the agreement contained in this endorsement. It is further understood and agreed that, upon failure of the company to pay any final judgment recovered against the insured as provided herein, the judgment creditor may maintain an action in any court of competent jurisdiction against the company to compel such payment. The limits of the company's liability for the amounts prescribed in this endorsement apply separately to each accident and any payment under the policy because of anyone accident shall not operate to reduce the liability of the company for the payment of final judgments resulting from any other accident. (continued on next page) Form MCS 90 Wage 2 of 3) DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D FORM MCS-90 Revised 3/31/2020 OMB No.: 2126-0008 Expiration: 3/31 /2021 SCHEDULE ❑F LIMITS - PUBLIC LIABILITY Type of carriage Commodity transported January 1, 1985 0 ) For -hire (in interstate or foreign commerce, with a Property (nonhazardous) $ 750,000 gross vehicle weight rating of 10,000 or more pounds). (2) For -hire and Private (in interstate, foreign, or Hazardous substances, as defined in 49 CFR 171.8, intrastate commerce, with a gross vehicle weight rating transported in cargo tanks, portable tanks, or hopper- S 5,004,000 of 10,000 or more pounds). type vehicles with capacities in excess of 3,500 water gallons; or in bulk Division 1.1, 1 .2, and 1.3 materials, Division 2.3, Hazard Zone A, or Division 6.1, Packing Group I, Hazard Zone A material; in bulk Division 2.1 or 2.2; or highway route controlled quantities of a Class 7 material, as defined in 49 CFR 173.403. (3) For -hire and Private (in interstate or foreign Oil listed in 49 CFR 172.101; hazardous waste, haz- $ 11000,000 commerce, in any quantity; or in intrastate commerce, ardous materials, and hazardous substances defined in in bulk only; with a gross vehicle weight rating of 49 CFR 171.8 and listed in 49 CFR 172,101, but not 10,000 or more pounds). mentioned in (2) above or (4) below. (4) For -hire and Private (In interstate or foreign Any quantity of Division 1.1, 1.2, or 1.3 material; any commerce, with a gross vehicle weight rating of less quantity of a Division 2.3, Hazard Zone A, or Division $ 5,000,000 than 10,000 pounds). 6.1, Packing Group 1, Hazard Zone A material; or high- way route controlled quantities of a Class 7 material as defined in 49 CFR 173,403, * The schedule of limits shown does not provide coverage. The limits shown in the schedule are for information purposes only. Form MCS 90 Wage 3 of 3) DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D ENDORSEMENT # 011 This endorsement, effective 12:01 AM 10/01/2020 Forms a part of policy no.: 034205279 Issued to: TRUMAN ARNOLD COMPANIES By: LEXINGTON INSURANCE COMPANY ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS- COMPLETED OPERATIONS (Based on CG 2037 04113) This endorsement modifies insurance provided by the following: COMMERCIAL GENERAL LIABILITY POLICY Name of Additional Insured Person(s) or Organization(s) Per contract or written agreement SCHEDULE Location of Completed Operations Per contact or written agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", or '"property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: Includes Copyrighted Information of the Insurance Services Page 1 of 2 Offices, Inc., with its permission. All Rights Reserved. DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D 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 All other terms and conditions of the policy remain the same, Authorized Representative Includes Copyrighted Information of the Insurance Services Page 2 of Offices, Inc., with its permission. All Rights Reserved. DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D ENDORSEMENT This endorsement, effective 1 2:01A.M. 10101 12020 forms a part of policy No. CA 726-97-99 issued to TRUMAN ARNOLD COMPANIES by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INSURANCE PRIMARY AS TO CERTAIN ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV - Business Auto Conditions, B., General Conditions, 5., Other Insurance, c., is amended by the addition of the following sentence: The insurance afforded under this policy to an additional insured will apply as primary insurance for such additional insured where so required under an agreement executed prior to the date of accident. We will not ask any insurer that has issued other insurance to such additional insured to contribute to the settlement of loss arising out of such accident. All other terms and conditions remain unchanged. 1 Authorized Representative or Countersignature [in States Where Applicable 74445 (10/99) DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D POLICY NUMBER: CA 726-97-99 COMMERCIAL AUTO CA 99 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLLUTION LIABILITY - FOR COVERED AUTOS MOTOR CARRIER BROADENED COVERAGE - BUSINESS AUTO AND COVERAGE FORMS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. Covered Autos Liability Coverage is changed as follows: 1. Paragraph a. of the Pollution Exclusion ap- plies only to liability assumed under a con- tract or agreement. 2. With respect to the coverage afforded by Paragraph A.1. above, Exclusion B.6. Care, Custody Or Control does not apply. B. Changes In Definitions For the purposes of this endorsement, Para- graph D. of the Definitions Section is replaced by the following: D. "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement that any "in- sured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants"; or 2. Any claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, clean- ing up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to or assessing the effects of '"pollutants". "Covered pollution cost or expense" does not include any cost ❑r expense arising out of the actual, alleged or threatened dis- charge, dispersal, seepage, migration, re- lease or escape of "pollutants": a. Before the "pollutants" or any prop- erty in which the "pollutants" are contained are moved from the place where they are accepted by the "in- sured" for movement into or onto the covered "auto"; or b. After the "pollutants" or any property in which the "pollutants" are con- tained are moved from the covered ""auto" to the place where they are finally delivered, disposed of or aban- doned by the "insured". Paragraphs a. and b. above do not apply to "accidents" that occur away from premises owned by or rented to an "in- sured" with respect to "pollutants" not in or upon a covered "auto" if: (1 ) The "pollutants" or any property in which the ."pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (2) The discharge, dispersal, seepage, mi- gration, release or escape of the "pol- lutants" is caused directly by such upset, overturn or damage. CA 99 48 10 13 0 Insurance Services Office, Inc., 2011 Page 1 of 1 ❑ DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D This endorsement. effective 12:01 AM 10)01i2019 Forms a ,part of policy no.: 034205279 Issued to: TRUMAN ARNOLD COMPANIES By: LEXINGTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED REQUIRED BY WRITTEN CONTRACT SCHEDULE Name of Person or Organization: Per written contract or agreement A. Section 11 - Who Is An Insured is amended W include the person or organization shown in the Schedule above that you are required to include as an additional insured on this policy by a written contract or written agreement in effect during this policy period and executed prior to the "Occurrence" of the "bodily injury" or "property damage." B. The insurance provided to the above described additional insured under this endorsement is limited as follows: 1. COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE (Section I - Coverages) only. 2. The person or organization is only an additional insured with respect to liability arising out of "your vvork" or "your product" for that additional insured. 3. In the event that the Limits of Insurance provided by this policy exceed the Lirnits of Insurance required by the vaitten contract or written agreement, the insurance provided by this endorsement shall be limited to the Limits of Insurance LX4286 (G211+4) required by the written contract or written agreement. This endorsement shall not increase the Limits of Insurance stated in the Declarations under Item 3. Limits of Insurance pertaining to the coverage provided herein. 4. The insurance provided to such an additional insured ores not apply to "bodily injury" or "property damage" arising out of an architect's, engineer's or 1. surveyor's rendering of or failure to render any professional services including: i The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and ii Supervisory, inspection, architectural or engineering activities. 5. This insurance does not apply to "bodily injury" or "property damage" arising out of "your work" or "your product" DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D included in the "products -completed operations hazard" unless you are required to provide such coverage by written contract or written agreement and then only for the period of time required by the written contract or written agreement and in no event beyond the expiration date of the policy. 6. Any coverage provided by this endorsement to an additional insured shall be excess over any other valid and collectible insurance available to the additional insured vdiether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance apply on a primary and non-contributory basis. C. Subparagraph (1)(a) of the Pollution exclusion paragraph 21, Exclusions of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY (Section I Coverages) does not apply to you if the "bodily injury" or "property damage" arises out of "your wary or "your product" performed on premises which are owned or rented by the additional insured at the time "your work" or "your product" is performed. D. In accordance with the terms and conditions of the policy and as more fully explained in the policy, as soon as practicable, each additional insured must give us prompt notice of any "occurrence" which may result in a claim, forward all legal papers to us, cooperate in the defense of any actions, and otherwise comply with all of the policy's terms and conditions. LX4286 (02114) Includes copyrighted information of the Insurance Services Offices, Inc., with its permission. All rights reserved. DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D :111110. 1111 x1110tlIII l This endorsement, effective 12:01 AM 10 /01 / 2019 Forms a part of policy no.: 034205279 By: LEX I NGTON INSURANCE COMPANY PRIMARYINOMN CONTRIBUTORY ENDORSEMENT This endorsement modifies insurance provided by the policy Notwithstanding any other provision of the policy to the contrary, the insurance afforded by this policy for the benefrt of the Additional Insured shall be primary insurance, but only with respect to any claim, loss or liability arising out of the Named Insured's operations; and any insurance maintained by the Additional Insured shall be non-contributing. All other terms and conditions of the policy remain the saute. Aurthorized Representative OR Countersignature (in states where applicable) Lx9e38 (08/06) DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D ,�►eo0 CERTIFICATE OF LIABILITY INSURANCE DATGf25�2D2Y1 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 endorsements). PRODUCER Assured Partners Aerospace CONTACT NAME: 25548 Genesee Trail load Golden, CO 80401 PHONE FAX E�� E,ee c No a ADDRESS; INSURERS AFFORDING COVERAGE NAIL p INSURER A: Old Re ubiic Insurance Company 24147 INSURED Truman Arnold Companies and its subsidiaries 2900 St, Michael Drive 5th Floor INSURER B -.,. INsuRERe: INSURER Texarkana TX 75503 INSURER E - INSURER F - t--i1VFROr.FS rFRTIFir ATF NIIIMRFR• 91)Aiaz&a RFVI1.qIr1N NIIiMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTR N D WV POLICYNUMBER MMIDMYYY MMIDDtYYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 5 CLAIMS -MADE �, OCCUR DAMAGE ( RENTED PREMISESS Ea occurrence) $ MED EXP (Any ana pErsnn) 5 PERSONAL S ADV INJURY $ GENT AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE POLICY F—] PE a LOC PRODUCTS - COMPIOP AGG $ S OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LI- IT Ea accident � BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per*=Ident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED RETENTION $ 9 A WORAERS COMPENSATION AND EMPLOYERS" LIABILITY Y I N QCAT0550300C 71112021 7/1/2022 V FSTER ITE 1 ERH ANYPROPRIETDRIPARTNERIEXECUTIVE E-L EACH ACCIPENT $1 ,04D,000 OFFICERIMEMBEREXCLUDED9 ❑ NIA (Mandatory in NH) F.L. DISEASE - EA EMPLOYEE $1 00o Dot] IF yes, describe under DESCRIPTION OF OPERATIONS below EL. DISEASE- POLICY LIMIT I $1 000 000 DESCRIPTION OF OPERATIONS ILOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required} As respects Workers Compensation, the Insuring company has agreed to waive their right of subrogation against the certificate haider. In the event of material change or cancellation of said poliey(s), the Company(s) shall give thirty (30) days written notice to the certificate holder with the exception of a ten (10) day notice for non-payment of premium. CFRTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Clty of Santa Clarita THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 23920 Valencia Blvd ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ciarita CA 91355 AUTHORQED REPRESENTATIVE Kenn Oodd D 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016143) The ACORD name and logo are registered marks of ACORD i;S5i93=> 1 'it 22 Hark Comp. 101-f Tzin*ig 1 PM 00,0 1 Voge, 1 of 1 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D ��0 ��R AC" CERTIFICATE OF LIABILITY INSURANCE IMMDD 'MMJDDIYYYYy 7612512021 THIS CERTIFICATE 1S 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 policyjiesj 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 endorsernenttsj.. PRODUCER AssuredPartners Aerospace NAME CT 25548 Genesee Trail Road Golden, CO 80401 PHONE FAX gel. AIC No),. E-MAIL. ADDRESS: INSURER AFFORDING COVERAGE 'NAIC 0 INSURER A, North Pointe Insurance Company 27740 INSURED Truman Arnold Companies and its subsidiaries 2900 St. Michael Drive 5th Floor INSURER R : INSURERC: INSURER D : Texarkana TX 75503 INSURER E ' INSURER F COVERAGES CERTIFICATE NUMBER; 62503670 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. L R TYPE OF INSURANCE ADDLISUBR POLICY NUMSER MPMOILDDDIiYYVicY FY MMIDDrYYYY LJMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE —1 OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP Any one parson) $ PERSONAL ADV INJURY $ GEN1 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ECT n LOC PRODUCTS - COMPIOP AGG $ S OTHER.- AUTOMOBILE LIABILITY COMBI EDSIN - AMR Ea accident BODILY INJURY (Per pw-son) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Parecodarn) $ PR[DPERTY DAMAGE$ Per 8Wd9nl HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ UMBRELLA LIAR HCLAIMS-MADE OCCUR EACH OCCURRENCE 5 AGGREGATE $ EXCESS LIAR ot, RETENTI(}N5 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I H ANYPROPRiETOR)PARTNERIEXECUTIVE I AWCO20D385 7/1/2020 711/2021 gTATUTE { ERH E.L. EACH ACCIDENT 51,000,000 OFFICERIMEMBEREXCLUDED? NIA iMandatory fn NH) E.L. DISEASE - EA EMPLOYEE $ IT yes. describe under ! DESCRIPTION OF OPERATIONS belety EL, DISEASE . POLICY LIMIT 81 0D0 000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may he attached it mare space Is required) As respects Workers Compensation, the insuring company has agreed to waive their right of subrogation against the certificate holder In the event of material change or cancellation of said policy(s), the Cornpany(s) shall give thirty (30) days written notice to the certificate holder with the exception of a ten (10) day notice for non-payment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cb of Santa Clarita THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 23920 Valencia Blvd ACCORDANCE WITH THE POLICY PROVISIONS. Santa Clarita CA 91355 AUTHORIZEDREPRESENTATIVE Kenn C}gdd ©1988-2015 ACORD CORPORATION. All rights reserved, ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD lat-030.r4 I wur+ i,, 1 01" .7:r+1ybL'T I Ar -ate! •,h::l 0 m u S DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D r ! r A ID-4-Cener,gy A IC+l 1;4k — +ui artf sl�l—iraawli �:-n , May 26, 2021 -l'o: Corie L. Zamora Administrative Analyst I Transit Division Direct: 661.295.6306 1 fax: 661.295.6393 czamora &,santa-clarita.com City of Santa Clarita 28250 Constellation Road Santa Clarita. CA 91355 1 santa-clarita.com Attention: Corie RE: Bulk fuel purchase/City of Santa Ana piggyback In regards to your request to continue the fuel purchase contract with TACenergy, we agree with your request to extend the term from July 1, 2021 ending on December 31, 2022. TAC will continue with the same pricing product differentials as referenced in Exhibit A (dated July 26, 2018). As transportation cost have risen dramatically over the last year we do ask for an increase from the .027 adder referenced in Exhibit A to a new transportation adder of .035 per gallon. Our regional office has not changed and Julio Triana or I will remain as your point of contact. Should you have any other questions please reach out to Julio or myself. Thank you Mitch Mitch Lewis General Manager of Sales, South West T-NE energy. 4 Hutton Centre Drive, Suite 700 Santa Ana, CA 92707 ©: (949) 648-5640 M. (714) 863-5830 E: mlewis@tacenergy.com httr)s://thearnoldcos.com/tac-enerc EL YOUR FUr,MM 4 Htulon Cmur- Der, Sum 700 Sawa Are, CA 92707 (949) 648 560C (800) 375-3835 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D IPC r r lidy 26, 2018 Ms. Cirdy Valdivia City of $arila Cis rlta Re. Bulk Diesel Fuel hear Ms, ValdivId_ I�'1.+ "111!11WT,I In regards to year requeit to piggyback the Crty of Santa Ana Fuel Aamen.ent, we accept to 9r9vWe fuel, it is IPC SUSAI' s pleasure to br considered for an agreement tefrn starting OJIMi$ to 6130/200 plus two {2) adm0wal one (1) year renewal period& by rriutua1 4reement between the City and IPC. We %heal hooar the ttmn of the Clty of $LmU Ana fuel agmvmcnt with the foIIowtng price adjustments plus I+) $CA270 per gallon to fatter In the differcrre in fte�Sht costs for trampartat tan purpascs• we Atcl accept Ow acopc of work pravided by the City of Santa parity and acknQwleclge the serudces required. LirgLs-ADEo - 87 C]CTANE_ opm INDEX DAILY CiiRC35S CONTRACT A'VEFRA3VE -- _ -- CAREI 02 ULTRA LOW SUL-FUR 0IESEL FUEL: C7PIS INDPIX DAILY CROSS }fie C7R CY'ARB #2 I,L.SE? RDOO RI-7Nr=WASLE DIESEL FUEL- - t3P°FS ir4DE?G IDAAL.Y C:RC355 a S OFt f CO?NTMACT AV1ERA4E GARB t#2 LrLTRA 1-<>W 5UL-FUR CrESLL WLTH RED DYS FUEL-. opL% INDEX DA4L- Y CLRC}SS *sue C?4-Z- GQL` TRACT AVERAGE - Our corp xaty office is located at d H utter Centre Drive, Suite 700, Santa Asti, CA 9271?7 with business capaWities 7 d;ry s per week - Roc; n6te that our >;allO is conditional upw review ,nd approval of creoit tr rm.% and conditioM once the City has prcryidi;-af the required da umentatian and rrxfocmation to establish an account wIth IPC Feel free to cvrst,!�% nee anytIme witIn arq questions and or concerns at: phon : (949) bib 5620 .Mudile_ (714) 616-2703, £mail= hianca:hurtat��usiL�r .caret Thank you, for ymr comitlervition of IPC as your fuel provider. Sinver�fy,, Total contract amount not to exceed $325,000.00 in contract term. Biwa Hurtado, Manager of Bids and Contracts I RC (USLA), Inc. — CaWrate l-IcUktvJrters 4 Hutton Centre Drive I Suite 7001 SantS Ana, CA 92707 Toll Free: 800.936.39301 Tel. 94M48-56001 Fax:949.548.56112. www.usipc.com DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D SCOPE OF WORK — DIESEL FUEL DELIVERY The City of Santa Clarita currently has an on -going need for diesel fuel delivery in order to fuel the City's diesel bus fleet as well as the building's emergency backup generator. Diesel Tanks • Manufacturer: Containment Solutions (A Denali Company) • Model: LP 10000 • Year Built: 01 / 2005 ■ The City currently has two, aboveground, single compartment 10,000 gallon tanks, for a total of 20,000 gallons. • Both tanks are located at the Transit Maintenance Facility yard (28283 Alta Vista Avenue, Santa Clarita, CA 91355). Scope of Work • Fuel must be delivered within Forty-eight (48) hours of order, excluding Federal Holidays. • All delivery vehicles must maintain a five (5) mile per hour speed limit once inside of the bus yard in order to access the fuel tanks. Tanks are located on the southeast corner of the property. • The proposed contractor will provide all labor and equipment associated with delivery of fuel to the City's fuel tanks at the Transit Maintenance yard. • The City anticipates placing an average of two 8,000 gallon every other month. Requirements • Deliver diesel to the City within forty-eight (48) hours of request by the City, excluding Federal Holidays. ■ Provide emergency fuel to the City on a first serve basis. For purposes of this scope, first -serve basis means contractor will deliver fuel to the City before delivering fuel to non -governmental agencies. • Proper wipe down of tanks and equipment must be provided after each delivery if any fuel is spilled. • Any spills that occur as a result of fuel delivery must be properly cleaned before leaving the facility. • Only provide fuel from Environmental Protection Agency (EPA) registered terminals. • Diesel fuel shall meet the following specifications; Ultra Low Sulfur Diesel Fuel for use in over the road diesel engines. • Delivery staff will have on -site access to the City's fuel monitoring system, and will be required to print fuel slips before and after deliveries in order to ensure documentation that the actual amount of fuel ordered is being delivered. DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D REQUEST FOR PROPOSALS EXHIBIT C (RFP 17-108) FOR FUEL — GASOLINE AND DIESEL CITY OF SANTA ANA Finance & Management Services Agency 20 Civic Center Plaza Santa Ana, CA 92701 John Aguilar Facilities & Fleet Manager (714) 647-5008 Office lagui larPsanta-a na.org KEY RFP DATES: RFP 17-108 Issue Date: ............................ 10/2/17 Proposal Due Date:...................................11 /2117 — 02:00 prrl Proposal Evaluations:...............................Week of 11f6f17 Projected Award Date:..............................12/19/17 RFP Fuel 17-108 — Gasoline and Diesel Page 1 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms to provide gasoline and diesel fuel delivery. Responses to the Request for Proposals (RFP) will be accepted until November 2, 2017 at 2:00 pm. If further information is required, contact Chris I_augenour — Project Manager at claugenour@santa- ana.orp. All notifications, updates and addenda will be posted on City's bid management and publications website at www.planetbids.comiportallportal.cfm?Comloanyi!D=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal. MAILED, DELIVERED BY 'HAND, or COURIERED proposals will be accepted when labeled as follows: CITY OF SANTA ANA PURCHASING DIVISION M-16 20 CIVIC CENTER PLAZA RM 429 SANTA ANA, CA 92701-4058 SEALED RFP 17-108 RFP DATE: 10/2117 RFP DUE: 1112117, 2:00 PM It is the responsibility of the proposer to ensure that any proposals submitted shall have sufficient time to be received by the City of Santa Ana prior to the proposal due date and time. Questions regarding this Request for Proposals shall be made in writing via e-mail to claugenour@santa-an_a.org. The receiving time in the Purchasing Division, 20 Civic Center Plaza, Santa Ana, CA 92701, Roam 429, will be the governing time for acceptability of proposals. Late proposals will NOT be considered and will be returned to proposer unopened. Telegraphic, electronic, and facsimile proposals will not be accepted. ONLY SEALED RFP RESPONSES ARE ACCEPTABLE. DO NOT E-MAIL RFP RESPONSES. DO NOT FAX RFP RESPONSES. RFP 17-1 QS Fuef — Gasoline and Diesel Page 2 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D CITY OF SANTA ANA REQUEST FOR PROPOSAL NO. 17-108 FUEL — GASOLINE AND DIESEL TABLE OF CONTENTS PAGE I_ INTRODUCTION.................................................................................................. 4 IL PERIOD OF CONTRACT..................................................................................... 4 III_ FILING A PROTEST............................................................................................. 4 IV_ SCOPE OF WORK/SERVICES........................................................__ .............. 4 V. GENERAL INFORMATION.................................................................................. 5 VI_ COORDINATION ....................... ......... 5 VIL PROPOSER RESPONSIBILITIES........................................................................ 5 VIII. LICENSE REQUIREMENTS.................................................... ................. ....... .... 5 IX. INITIATION/KICKOFF MEETING......................................................................... 5 X. CITY BUSINESS LICENSE.................................................................................. 5 XI. ADDENDA... ............... ....................................................................................... ­ 6 XII. RULES FOR PROPOSALS... ....... ....... ............... .............. ............... ............. _ 6 XIII, E-MAIL COMMUNICATIONS AND INTERPRETATIONS/CLARIFICATIONS....... 6 XIV, SUBMITTAL INFORMATION AND DEADLINE .................................................... 6 XV. SUBMITTAL REOUIREMENTS............................................................................ 6 W. CONTRACTOR SELECTION - PROPOSAL AND EVALUATION ......................... 7 XVIf. LOCAL VENDOR PREFERENCE........................................................................ 8 XVIII. PUBLIC RECORDS. ............................................................................................. 8 XIX. SUBCONTRACTING............................................................................................ 8 XX. PIGGYBACK PROVISION ............................................... EXHIBIT A SCOPE OF SERVICES & SPECIFICATIONS................................................. 9-11 EXHIBIT B SAMPLE AGREEMENT .................... . EXHIBIT C PROPOSERS CERTIFICATION and PROPOSAL ITEM PRICING ................. 18-26 EXHIBIT D OFFERERS REFERENCES...... .... .......... ...... ............. .............................. 21 EXHIBIT E PROPOSERS STATEMENT........................................................................... 22 EXHIBIT F CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR ................. 23-24 EXHIBIT G RESPONSIBLE PROPOSER —SUPPLEMENTAL QUESTIONNAIRE............ 25-27 EXHIBIT H NONCOLLUSION AFFIDAVIT......................................................................... 28 EXHIBIT I SAMPLE ADDITIONAL INSURED ENDORSEMENT ...................................... 29 - - RFP 17-108 Fuel — Gasoline and Diesel _ Page 3 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D CITY OF SANTA ANA REQUEST FOR PROPOSALS 17-108 FUEL - GASOLINE AND DIESEL INTRODUCTION The City of Santa Ana invites sealed proposals from qualified contractors for the delivery and purchase of unleaded and diesel fuel for City vehicles. Regular fuel deliveries will be made to the Santa Ana Corporate Yard at 215 S. Center Street, Santa Ana, CA 92703 and the Santa Ana Police Department at 60 Civic Center Plaza, Santa Ana, CA 92702. II. PERIOD OF CONTRACT The contract is anticipated to commence on January 1, 2018 and will last for a period of five (5) years. III. FILING A PROTEST Proposers may file a protest to a Request for Proposal with the City's Purchasing Division_ In order for a protest to be considered valid, it must: 1. Be filed in writing within (5) business days after the RFP issue date or before 5:00 p.m. of the 5th business day following the posting of RFP Results/Notice of Intent to Award Contract on the City's webslte; 2. Clearly identify the specific irregularity or accusation; 1 Clearly identify the specific City staff determination or recommendation being protested; 4. Specify, in detail, the grounds of the protest and the facts supporting the protest; and 5. Include all relevant, supporting documentation with the protest at time of filing. If the protest does not comply with each of these requirements, it will be rejected as invalid. if the protest is valid, the City's 'Purchasing Manager, or other designated City staff member, shall review the basis of the protest and all relevant information. The Purchasing Manager will provide a written decision to the protestor within ten (10) business days from receipt of the protest. The decision from the Purchasing Manager, or designee, is final and no further appeals will be considered. IV. SCOPE OF WORK/SERVICES The scope of work shall include any and all work as set forth in EXHIBIT A - SCOPE OF SERVICES. The contractor shall be an independent contractor capable of providing experienced, knowledgeable and professional staff. The contractor shall be responsive and maintain excellent working relationships with government officials and City staff. The contractor shall comply with all applicable federal. state and local laws, rules, regulations. ordinances, and statutes. RFP 17-1 08 Fuel - Gasoline and Diesel Page 4 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D V. GENERAL INFORMATION A. The contract will commence following the contract award by the City Council and approval of any insurance certificates required by the Risk Management Office. B. When determined appropriate, the City will provide information in its possession relevant to preparation of required information in RFP. The City will provide only the staff assistance and documentation specifically referred to herein. C. The proposer shall be responsible for retaining data, records and documentation for the preparation of the required information. These materials shall be made available to the City as requested by the City. ❑. This RFP does not commit the City to pay costs incurred in preparation of a response to this RFP. All costs incurred in the preparation of the proposal, the submission of additional information, attendance at pre -proposal conference, negotiations with City, and/or any other aspect of a proposal prior to award of a written contract will be bowie by the proposer. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any informality or technical defect in the proposal. E. All data, documents and other products used, developed, or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall become property of the City. Proposer information identified as proprietary information shall be maintained confidential. to the extent allowed under the California Public Records Act. F. The City reserves the right to reject, replace and approve any and all sub -contractors. All sub -contractors) shall be identified in the response to the RFP and the City reserves the right to reject any sub-contractor(s). Sub -contractors shall be the responsibility of the Prime Contractor and the City shall assume no liability of such subcontractors. VI, COORDINATION Coordination by the awarded proposer with the City, other contractors, and agencies' staff may be required to achieve satisfactory and timely delivery of the required services. Coordination may include, but not be limited to, coordination with staff at various facilities throughout the city. VII. PROPOSER RESPONSIBILITIES The selected proposer will assume responsibilities for all services in its proposal. The selected proposer shall identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. Vill. LICENSE REQUIREMENTS In accordance with Section 3300 of the California Public Contract Code, the City has determined that the proposer shall possess any appropriate license(s) in the classification specified in the Request for Proposals. IX. INITIATION/KICK OFF MEETING The successful proposer will be required to meet with City staff prior to commencement of services or at any time as required by the City, to discuss and agree on operational issues including transition of services and scheduling. X. CITY BUSINESS LICENSE The selected proposer may be required to obtain a City of Santa Ana Business license within thirty (30) days of selection and must provide a copy to the Project Manager or designee prior to commencing any work in Santa Ana. RFP 17-108 Fuel —Gasoline and Diesel Page 5 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D X1. ADDENDA Any subsequent changes in RFP from the date of preparation to date of submittal will result in an addendum or amendment by the issuing office. Notification of such addendum or amendment shall be effected by pasting on City's website, as set forth in the Request for Proposals. XII. RULES FOR PROPOSALS The signer of the RFP must declare in writing that the only person, persons, company, or parties interested in the proposal as principals are named therein; that the proposal is made without collusion with any other person, persons, company, or parties submitting a proposal; that it is in all respects fair and in good faith without collusion or fraud, and that the signer of the proposal has full authority to bind the proposer (Exhibit H). Xlll. E-MAIL COMMUNICATIONS AND INTERPRETATIONS/CLARIFICATIONS To facilitate the RFP process, proposers are required to monitor the City's RFP management and publications website. No oral interpretations will be made by the City to any proposer as to the meaning of requirements identified herein, including the Scope of Services and Terms and Conditions. All requests for such an interpretation must be made in writing via e-mail to the Project Manager of record no fewer than ten (10) business bays prior to the date and time set for opening of proposals. Significant interpretations or clarification will be made by an addendum to this RFP, which will be posted to the website. Addenda may become part of the agreement documents. XIV. SUBMITTAL INFORMATION AND DEADLINE Proposals are due to the City of Santa Ana, at the date, time, and, location set forth on the Request for Proposals. Faxed and e-mail proposals will not be accepted. XV. SUBMITTAL REQUIREMENTS The RFP is intended to assess and evaluate each firm's capabilities as they apply to the proposed project. Submittal of Proposal A. One original and three (3) copies of the response to the RFP. The original proposal shall bear the signature of a company official with the power to legally bind the company. B. One (1) copy of the submittal on a compact disc, USB flash drive or equivalent. C. Structure your proposal to include the Scope of Services response, general time implementation schedule, fees/contract price, and exhibits. Each firm must address each of the following items in its response to the RFP: Statement of Qualifications - In order to maintain uniformity, the Statement of Qualifications must be limited to a MAXIMUM of 20 PAGES (excluding front and back covers, section dividers and exhibits). The page limitation includes all appendices, attachments. and supplemental information. The followings information is required: t . Cover Letter — A letter signed by a principal or authorized representative who can make legally binding commitments for the entity. 2. Firm and Personnel Experience: A profile of the firm's experience in provide fuel delivery of similar sized jurisdictions, including the names and experience of personnel and sub- contractors who will be providing services. At a minimum, this should include the project RFP 17-108 Fuel — Gasoline and Diesel Page 6 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D manager/principal agent, The project manager/principal agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited for an interview. 3. Financial Responsibility (Capacity): Proposer shall submit its two (2) most recent audited financial statements, evidencing proposer's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) -day operational capacity, proposer may include a letter of credit as evidence of supplemental capacity. A. EXHIBIT C: PROPOSERS CERTIFICATION AND PROPOSAL ITEM PRICING B. EXHIBIT D: OFFERORS REFERENCES C. EXHIBIT E: PROPOSERS STATEMENT D. EXHIBIT F: CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR E. EXHIBIT G: RESPONSIBLE PROPOSER — SUPPLEMENTAL QUESTIONNAIRE F. EXHIBIT H: NON -COLLUSION AFFIDAVIT G. EXHIBIT I SAMPLE ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY The proposal must be completely responsive to the RFP. Any exceptions to the requirements of this RFP must be included in the proposal. Such exceptions must be included as a separate element of the proposal entitled "Exceptions and ❑eviations." The Facilities Maintenance Superintendent. in conjunction with the Finance and Management Services Agency, may authorize or deny any exceptions. H. The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. The City reserves the right to waive minor inconsistencies in submitted Proposals. XVL CONTRACTOR SELECTION — PROPOSAL AND EVALUATION The proposals may be reviewed by a panel of City team members or outside experts. If an Evaluation Panel is convened, in addition to the required information stated in the section above, the panel will evaluate proposers based on the response to the RFP and the City evaluation criteria set forth below. A final score will be calculated for each submitted proposal and used to rank the proposers. The panel may interview the top tier of proposers and recommend award of the contract to the proposer who will provide the best quality service at minimum cost to the City. The City reserves the right to negotiate pricing and for additional terms. City reserves the right to begin negotiations and enter into a contract without interview or further discussions. Evaluation Criteria 1. Experience —Company's experience in providing fuel delivery services of a similar scale and financial stability. Please list some other projects and their size. — 40% 2. Adherence to RFP Requirements — 20% 3. References 20% 4. Price structure— 20% RFP 17-108 Fuel — Gasoline and Diesel Page 7 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D XVII. LOCAL VENDOR PREFERENCE For evaluation purposes qualified proposers may receive one of the fallowing: a 7% preference for "small" Santa Ana businesses, or a 4% preference for "small" ©range County businesses, is given respectively on all qualifying proposals for materials, supplies, labor, equipment or services, pursuant to the Small Local Business Preference Program under Ordinance NS-2828. Small Local Business Preference eligibility requirements are available on the City's website at www,ci-saiita-ana.ca.us/flnatice/local preference program.asp. Vendors located within the City of Santa Ana limits that do not qualify for the small local business preference program may receive a I % local vendor preference. KVlli. PUBLIC RECORDS Proposals will become public record after award of contract. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. XIX. SUBCONTRACTING In no manner shall the use of subcontractors in any way alter the prime position of the awarded Vendor with relation to the contract resulting from this solicitation. Should a subcontractor be used in any capacity, the responsibility for every portion of the contract shall still remain with the awarded Vendor. XX_ PIGGYBACK PROVISION Vendors are requested to indicate in their proposal if they will extend the pricing, terms and conditions of this contract to other government agencies, should the Proposer be the awarded Vendor. If the awarded Vendor agrees to this provision, participating agencies may enter into a separate contract with the awarded Vendor for the purchase of the same commodities based on the terms, conditions, and prices, offered by the awarded Vendor to the City of Santa Ana for this solicitation. Minor changes in terms and conditions may be negotiated between participating agencies and the awarded Vendor. THIS AREA LEFT BLANK INTENTIONALLY RFP 17-108 Fuel — Gasoline and Diesel Page 8 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D EXHIBIT A CITY OF SANTA ANA REQUEST FOR PROPOSALS 17-108 FUEL — GASOLINE AND DIESEL SCOPE OF SERVICES & SPECIFICATIONS The City of Santa Ana seeks a contractor/vendor to provide the delivery of Unleaded Gasoline and Diesel fuel to existing underground storage tanks at the City's Corporation Yard and Police Administrative Facility. ESTIMATED ANNUAL VOLUME OF FUEL PURCHASES Unleaded 87 Octane — 400,000 gallons Diesel — 15,000 gallons Volume estimates are based on historical records. the City anticipates an increase in these totals due to an upcoming agreement with Orange County Fire Authority to purchase fuel from the City. DELIVERY LOCATIONS AND UNDERGROUND TANK SIZES Corporate Yard 215 S Center Santa Ana, CA 92703 Three (3) 20,000 gallons tanks for unleaded fuel One (1) 20,000 gallon tank for diesel fuel Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92702 One (1) 20,000 gallon tank for unleaded fuel One (1) 6,000 gallon tank for Red Diesel (one delivery per year @ 200-300 gallons, emergency generator) One (1) Above -Ground 250 gallon tank for Red Diesel (one delivery per year @ 150 gallons) DELIVERY REQUIREMENTS Delivery must be made within two (2) working days after receipt of order. All purchases for underground storage tanks will be a full load. Currently averaging one (1) - two (2) full load deliveries per month at both Corporate Yard and Police Department RFP 17-108 Fuel — Gasoline and Diesel Page 9 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D PRICING AND INVOICING The contract bid price shall include full compensation for providing all required services as specified in scope of work. NO additional compensation will be allowed. For purposes of payment, it shall be the Los Angeles California OPIS Gross 10AM EST Daily Pack Average with CAR report. Pricing on the invoices shall indicate {OPTS price for day of delivery and also the price being charged to City. Delivery rate and total delivery charge shall be separate line item and shall not be combined with fuel costs when computing sales tax. QUALITY OF FUELS Fuel provided must meet the latest requirements of the California Air Resources Board (GARB) Phase 2 Reformulated Gasoline and Diesel. Only major oil company quality fuels meeting the following specifications are to be quoted and/or awarded. Gasoline shall be unleaded regular 87 Octane minimum, Diesel Fuel shall be Type 2 Clear, VENDOR/SUPPLIER RESPONSIBILITY Vendor shall be held liable for any damage or criminal/civil citations which may occur as a result of any spills and/or accidents. In addition, the City reserves the right to cancel the agreement of the Vendor/Supplier, notwithstanding compliance with the procedures set forth herein, delivers in a negligent manner or who, under any circumstances, causes a spill while delivering. Vendor shall have title to and bear risk of loss of or damage to the items purchased 'hereunder until they are delivered in conformity with this agreement at the F.O.B. point specified herein, and upon such delivery title shall pass, except for loss or damage result from Vendor's negligence. Passing of title upon such delivery shall not constitute acceptance of the item by the City. it is the responsibility of the Vendor/Supplier to have the delivering driver measure each fuel tank using City's Veeder Root system before and after each delivery. All deliveries shall be made between 7:00 am to 5:00 pm Monday through Friday, except when orders state that the deliveries must be made at a different time 1 �_� ►TiI» :�s�liU .J �[+rI�7;1,1 �+1<�L�1►' Vendor shall correct or adjust gasoline and diesel deliveries so as to be stated, billed, and paid for on the basis of such gasoline and diesel fuel at sixty (60) degrees temperature, using methods that are accepted as being in general use for this method of adjusting volumetric quantities to temperature conditions. RFP 17-108 Fuel - Gasoline and Diesel Page 10 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D MATERIAL_ SAFETY DATA SHEETS In compliance with Title 8 of the California Code of Regulations (OSHA). the City requires two (g) copies of the U.S, Department of tabor — Material Safety Data sheet for item(s) purchased. The material safety data sheet shall be submitted to the using department at the time of delivery. SOURCE GUARANTEE Vendors who do not own refineries shall have contracts or written irrevocable commitments to contract with refiners which are capable of supplying products which meet fuel specifications in the quantities listed herein. Contracts or commitments must guarantee supply in the required amounts for the term of any contract resulting from the RFP. Failure to include source guarantee documentation may void response if the City has no prior experience with the vendor. RECOR❑ KEEPING Vendor shall maintain records of the City's purchases and make them available for audit and inspection. Vendor shall record the quantities, cost, delivery locations, and taxes for each delivery. Vendor shall provide the City with a copy of such records within ten (10) days of the City's request. TAXES The City is exempt from Federal Excise taxes and no payment shall be made for any personal property taxes levied on the Vendor or on any taxes levied on employee wages. The City will only pay for any state and local sates or use taxes on the products pursuant to this contract. RFP 17-108 Fuel — Gasoline and Diesel Page 11 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D EXHIBIT B CITY OF SANTA ANA REQUEST FOR PROPOSALS 17-108 FOR FUEL - GASOLINE AND DIESEL SAMPLE AGREEMENT THIS AGREEMENT, made and entered into this 00th day of Month, 0000 by and between Successfr_rl Proposer (hereinafter "Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS 1, The City desires to retain a Contractor having special skill and knowledge in the field of [profession]. 2. Contractor represents that Contractor is able and willing to provide such services to the City and is licensed by the State of California to provide [service]. 3. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional [service] firm - NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: DEFINITIONS 11. TERMS AND CONDITIONS 1_1111111111112I:i11�I The term of this contract shall commence the date of City Council award and approval of all insurance and bonds, and terminate MONTH, DAY. YEAR, unless earlier terminated as set forth in Section H, below. City is hereby granted an option to renew for up to [number] additional [number] --year periods on the terms and conditions set forth herein. Said options shall be exercised in writing at least thirty (30) days prior to the end of the Initial term or any extension thereof. B. CONTINUED FUNDING In the event funding is not allocated for [services] during the annual budget approval process, the City shall notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period, and contract shall terminate on the last day of current fiscal period without penalty or expense to the City C. COMPENSATION City agrees to pay and contractor agrees to accept as total payment for its services, the rates and charges set forth in contractor's proposal, attached hereto and incorporated by reference. The amount to be expended for services shall not exceed [dollar arnounf] [$0.0001 annually during the term of this agreement. 2. Invoices a. The contractor shall submit a monthly invoice by the fifteenth of the month to the City for the services rendered in the prior month. Invoices are to be mailed to City of Santa Ana, Purchasing Div. M-16, P.O. Box 1988, Santa Ana, CA 92702, with a copy furnished to [designated City Representative]. RFP 17-108 Fuel - Gasoline and Diesel Page 12 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D b. All invoices for work performed under this contract shall be submitted in a format approved by the City. Invoices shall include the following information at a minimum: i, Contractor's invoice number ii. Beginning and ending dates for services iii. City Purchase Order, Project Number and/or name (if applicable) iv. Work site address/location (if applicable) v, Emit cost, subtotals and total for invoice 3. Payment by City shall be made within sixty (60) days following receipt of proper invoice, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance of a professional parking control enforcement services. 4. Price Adjustments (where applicable) The parties may annually agree to an adjustment of charges (not to exceed 2%) commencing at the end of the first year of the agreement, utilizing the month of December statistics and supporting documentation. The two indices which will be used for determining adjustments to services charges shall be the most recent December Consumer Price Index (CPI) for All Urban Consumers for Los Angeles -Anaheim -Riverside CMSA, published by the United States Department of Labor Bureau of Labor Statistics or any relevant successor for the Orange County area (and the December Produce Price Index (PPJ). The adjustment formula shall be as follows: The CPl shall be weighted at ninety [90] percent and PPl shall be weighted at ten f 1 Dj percent.) 5. Extra Work No new work of any kind shall be considered an extra unless a separate estimate is given for said work and the estimate is approved by the City in writing before the work is commenced. The contractor will be required to provide detailed information of such extra work.. Documentation of contract compliance may be required on some occasions. Work performed prior to obtaining written approval of the City shall not be included within the Scope of Work and may not be paid. D. INDEPENDENT CONTRACTOR Contractor shall during the entire term of this contract, be construed to be an independent contractor and not an employee of the City. This contract is not intended nor shall it be construed to create an employer -employee relationship. a joint venture relationship, or to allow the City to exercise discretion or control over the manner in which contractor performs the services required by this contract. However, the services to be provided by contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's Social Security taxes, unemployment insurance, and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. E. INSURANCE Prior to undertaking performance of work under this contract, contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from and damage to property, resulting from any act or occurrence arising out of contractor's operations in the performance of this agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, In the total amount of One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) in the RFP 17-108 Fuel — Gasoline and Diesel Page 13 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D aggregate. Such insurance shall (a) name the City, its officers, employees, agents. volunteers, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City, and (c) contain standard separation of insured provisions- A sample additional insured endorsement is attached hereto as Exhibit 1. 2. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence. Such insurance shall include coverage for owned, hired and non -awned automobiles. 3. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 ❑f the Labor Code, contractor is required to be insured against liability for Workers' Compensation or to undertake self-insurance. Prior to commencing the performance of the work under this contract, contractor agrees to obtain and maintain any employer's liability insurance with limits not less than One Million 'Dollars ($1,000,000) per incident. 4. If contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than One Million Dollars ($1,000,000) per claim. 5. The following requirements apply to the insurance to be provided by contractor pursuant to this section: a. Contractor shall maintain all insurance required above in full force and effect tar the entire period covered by this agreement. b. Certificates of insurance shall be furnished to the City upon execution of this contract and shall be approved in form by the City Attorney. c, Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 6. If contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right; at the City's election, to forthwith terminate this contract_ Such termination shall not affect contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. F. HOLD HARMLESS/ INDEMNIFICATION To the fullest extent permitted by law, contractor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the 'indemnified parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim: collectively, "claims"), which may arise from or in any manner related (directly or indirectly) to any work performed or services provided under this contract (including, without limitation, detects in workmanship and/or materials) or contractor's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require contractor to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this contract. This RFP 17-108 Fuel — Gasoline and Diesel Page 14 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the contractor. G. NOTICE Any notice, tender, demand, delivery or other communication pursuant to this agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, sent by facsimile communication, or via e-mail to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92701 Fax 714-647-6956 With courtesy copy to. [requesting division] To Contractor: [successful proposer] H. TERMINATION The City reserves the right to terminate the contract as follows: 1. In the event contractor fails or refuses to timely perform any of the provisions of this agreement in the manner required, or if contractor violates any provision of this agreement, contractor shall be deemed in default. City shall provide written notice of such default to contractor's project manager. Contractor shall cure said default within a period of [number] working days. If such cure is not completed in a timely manner, City may assess liquidated damages or terminate the agreement forthwith by giving written notice to contractor's project manager. City may, in addition to the other remedies provided in this agreement or authorized by law, terminate this agreement by giving written notice of termination. Contractor shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during contractor's default. In the event of such termination for cause, City shall pay contractor that portion of compensation specified in the agreement that is earned and unpaid prior to the effective date of termination. Contractor shall not be entitled to any compensation for lost profits it terminated for cause. 2. This agreement may be terminated without cause by City upon thirty (30) days written notice delivered to the contractor either personally or by mail. Upon termination, City shall pay to contractor that portion of compensation specified in the agreement that is earned and unpaid prior to the effective date of termination. 3. In addition to. or in lieu of. remedies provided in this agreement or pursuant to law, City shall have the right to withhold all or a portion of contractor's compensation for contract services if, in the judgment of the projects manager or designee, the level of service falls below appropriate standards and/or contractor fails to satisfactorily perform contract services. City shall have the right to retain funds withheld until the projects manager or designee determines that contract services are performed as well and as frequently as required by this agreement. CONTRACTOR {OPTION FOR TERMINATION The contractor may request termination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public authority or in the event on nonpayment by the City. Such request will require one -hundred eighty (180) days written notice prior to contract termination date requested. In the event of nonpayment of undisputed sums by the City, contractor shall give the City thirty (30) working days to cure the alleged breach, RFP 17-108 Fuel — Gasoline and Diesel Page 15 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D J. LIQUIDATED DAMAGES If the City determines that the contractor breaches its promise to provide services in compliance with the Terms and Conditions of applicable laws and regulations, and the specifications set forth above, it would be impracticable and extremely difficult to determine the damage to City arising from such 'breach. Therefore, in the event of contractor's breach, contractor shall pay to City the sum of [see narrative] for such breach, in addition to any cost, fines, etc. levied against the City. K. REMEDY FOR FAILURE TO PERFORM The Contractor- may be called to correct deficiencies in adherence to the General Specifications at no additional cost to the City. Response time should be as soon as possible, but shall be no more than two (2) hours from the receipt of the call during normal business hours. Hours not worked will be deducted from monthly payments if these hours are persistent, or if a quality control issue appears. Deduction for hours not worked does not constitute a waiver of the specifications or acceptance of the conditions of performance, Contractor's failure to perform under the term and frequencies specified herein may result in a reduction in the monthly payment due the Contractor, or termination of the contract. The types of reductions described below may, at the City's discretion and after notification to the Contractor, be imposed for any deficiencies and/or failures to provide remedies. Immediate response requires the Contractor to report to the job site to correct deficiencies from the previous night. The deficiencies shall be of such a nature as to warrant immediate correction and/or to negatively affect the enjoyment and/or use of the building. Deficiencies requiring immediate response are those that adversely affect the building's occupants. This may include, but not be limited to. failure to properly restock dispensers and/or to properly clean specified areas. Should the Contractor fail to respond as required to make corrections, the City may, at its sole discretion, deduct a portion of the payment for one day depending on the nature of the infraction. L. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS Contractor shall solicit and advertise employment opportunities to Santa Ana residents. The City shall inform the contractor of areas to publicize recruitment opportunities. such as work centers and community centers. Such effort and procedure will be provided to the City for review. M. EMPLOYMENT OF DISPLACED SANTA ANA WORKFORCE When applicable, the contractor shall extend offers of employment to any displaced City of Santa Ana employee for a minimum of one (1) year and at a rate commensurate to his/her last base salary amount as an employee of the City of Santa Ana. Thereafter, the contractor may pay according to the contractor normal pay structure. Contractor costs should be amortized over the [number] year contract period. N. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS Contractor shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other laws, regulations. ordinances. codes and any other legislative or statutory requirements. 2. Contractor warrants that the performance of services under this contract shall be compliant with the current requirements of the [applicable &relevant statutes andl6r regulations] and as it may be amended or updated throughout the term of this contract. N. ASSIGNMENT Inasmuch as this contract is intended to secure the specialized services of contractor, contractor may not assign, transfer, delegate or subcontract any interest herein without the prior written consent of City and any such assignment, transfer; delegation or subcontract without the City`s prior written consent shall be considered null and void. RFP 17-1 Q8 Fuel — Gasoline and Diesel Page 16 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D O. JURISDICTION —VENUE This contract has been executed and delivered in the State of California and the validity, interpretation, performance and enforcement of any of the clauses of this contract shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this contract. P. FINES The contractor shall be liable for all violation fines levied against the City by federal, state, or local agencies with regulatory authority related to contractor provided services. Q. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully. including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or ,power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHQ City Attorney w Assistant City Attorney RECOMMENDED FOR APPROVAL [Department Executive Director] CITY OF SANTA ANA CYNTHIA J. KURTZ Interim City Manager CONTRACTOR: [Agency] Tax I ❑# RFP 17-1 QS Fuel — Gasoline and Diesel Page 17 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D EXHIBIT C. CITY OF SANTA ANA REQUEST FOR PROPOSALS 17-1 a8 FUEL - GASOLINE AND DIESEL PROPOSERS CERTIFICATION and PROPOSAL ITEM PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit A) and am familiar with the scope of work locations. I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposal Item Price - Pricing shall be stated on the contractor's RFP response submission. and as any indicated discount percentage from the catalog(s) or category purchasing contract(s) indicated (if any). Fee must be inclusive of all casts, including but not limited to, direct and indirect costs for labor, overhead, incidental supplies, travel, mileage, fuel and shipping/freight. Any special materials will be purchased by the contractor only after discussed and authorized by the City projects manager or designee in writing. LEGAL NAME OF COMPANY BUSINESS A❑DRESS PRINTED NAME OF AUTHORIZED AGENT SIGNATURE OF AUTHORIZED AGENT Tel: F PHONE AND FAX NUMBERS TITLE DATE E-MAIL ADDRESS FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IF APPLICABLE) THIS FORM MUST BE COMPLETED AN❑ INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 17-108 Fuel - Gasoline and Diesel Page 18 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D CITY OF SANTA ANA REQUEST FOR PROPOSALS 17-108 FUEL - GASOLINE AND DIESEL BID FORM PRICING SHEET Regular Unleaded Gasoline Gasoline prices (four decimal places, i.e. 0.0000) Bulk fuels full truck and trailer Delivery size: 7.000+ gallons OPIS Plus cents per gallon Or Minus cents per gallon Delivery cents per gallon Other (specify) cents per gallon Applicable Discount(s) cents per gallon Total OPIS + net cents per gallon Smaller Tank less than full truck Delivery size: 3,500 - 5,999 gallons OPIS Plus cents per gallon Or Minus cents per gallon Delivery cents per gallon Other (specify) cents per gallon Applicable Discounts) cents per gallon Total OPIS + net cents per gallon Large bulk deliveries exceeding 7,000 gallons could include a combined load of gasoline and diesel. Please indicate any split load surcharges in the other category if applicable. Split load surcharges not stated herein will not be allowed on any invoices during the contract. RFP 17-108 Fuel — Gasoline and Diesel Page 19 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D CITY OF SANTA ANA REQUEST FOR PROPOSALS 17-108 FUEL - GASOLINE AND ❑IESEL BID FORM PRICING SHEET Diesel Type 2 Clear Diesel prices (four decimal places, i.e. 0.0000) Bulk fuels full truck and trailer OPIS Plus Or Minus Delivery Other (specifyy Applicable Discount(s) Total OPIS + Smaller Tank less than lull truck OPIS Plus Or Minus Delivery Other (specify) Applicable Discount(s) Total OPIS + Delivery size: 7,000+ gallons Delivery size: 3,500 - 6,999 gallons Alternative Renewable Diesel (meeting ASTM D975 specs) $ cents per gallon cents per gallon cents per gallon cents per gallon cents per gallon net cents per gallon cents per gallon cents per gallon cents per gallon cents per gallon cents per gallon net cents per gallon per gallon RFP 17-108 Fuel - Gasoline and Diesel Page 20 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D EXHIBIT D CITY OF SANTA ANA REQUEST FOR PROPOSALS 17-108 FUEL — GASOLINE AND DIESEL REFERENCES List and describe in full the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages_ if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Customer Name: Address: Contract Amount. Description of supplies, equipment, or services provided: Customer Name_ Address: Contract Amount: Description of supplies, equipment, or services provided: Reference 3 Customer Name: Address: Contract Amount: Description of supplies, equipment, or services provided: Contact Individual: Phone Number: Fax Number' Contact Individual: Phone Number: Fax Number: Year(s): Contact Individual. Phone Number: Fax Number: Yeartsj: THIS FORMA MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERE❑ NONRESPONSIVE. RFP 17-108 Fuel — Gasoline and Diesel Page 21 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D EXHIBIT E CITY OF SANTA ANA REQUEST FOR PROPOSALS 17-1 a8 FUEL — GASOLINE AND DIESEL PROPOSER'S STATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's Legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds. check drafts., or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP- Firm Name Authorized Signature Titfe Printed Name Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 17-108 Fuel — Gasoline and Diesel Page 22 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D EXHIBIT F (CITY OF SANTA ANA REQUEST FOR PROPOSALS 17-1 a8 FUEL — GASOLINE AND DIESEL CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows. The contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin.. The contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include. but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination: rates of pay or other farms of compensation; and selection for training, including apprenticeship, The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the contractor; state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said tabor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The contractor shall furnish all information and reports required by Executive Order 1124E of September 24, 1965. and by rules. regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further government contracts or federally assisted construction/services contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965,and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The contractor shall include the portion of the sentence immediately preceding paragraph 1 and the provisions of paragraphs 1 through 7 in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 294 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation by a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request that the United States enter into such litigation to protect the interests of the United States. RFP 17-108 Fuel — Gasoline and Diesel Page 23 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats, 1039, and as amended, no discrimination shall be made in the employment of persons because of race, religious creed, color national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor violating this section is subject to all the penalties imposed for a violation of the chapter. Firm Name Authorized Signature Printed Name Title Date THIS AREA LEFT BLANK INTENTIONALLY THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 17-108 Fuel — Gasoline and Diesel Page 24 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D EXHIBIT G CITY OF SANTA ANA REQUEST FOR PROPOSALS 17-108 FUEL — GASOLINE AND DIESEL RESPONSIBLE PROPOSER — SUPPLEMENTAL QUESTIONNAIRE How many years has your organization been in business in California as a contractor under your present business name and license number? years Note: If you performed same business under a different business name with same ownership and operation management and changed name due to, but not limited to, bankruptcy, loss, or license, please complete an additional and separate questionnaire. Z What is your firm's average gross revenue for the last three years? $ 3. Is your firm currently the debtor in a bankruptcy case? ❑Yes ❑No If "yes," indicate the case number, bankruptcy court, and the date on which the petition was filed. Case Number Bankruptcy Court Date Filed 4. Was your firm In bankruptcy any time during the last five years? (This question refers only to a bankruptcy action that was not described in answer to Question 3, above.) ❑Yes ❑No If "yes," indicate the case number, bankruptcy court, and the date on which the petition was filed. Case Number Bankruptcy Court Date Filed 5. Has any California State License Board License held by your firm or its responsible managing employee, or responsible managing officer, been suspended within the last five years? ❑Yes ❑No 6. At any time in the last five years, has your firm been assessed and paid liquidated damages after completion of a project, under a services contract with either a public or private Owner? ❑Yes ❑No 7. Has your firm ever defaulted on a contract? ❑ Yes ❑ No If 'yes," explain on a separate page. 8. In the last five years has your firm, or any firm with which any of your company's owners, officers or partners was associated, been debarred, disqualified, removed, or otherwise prevented from bidding on. or completing. any government agency project for any reason? [] Yes ❑ No 1f -yes," explain on a separate page. State the name of the organization debarred, the year of the event, the owner of the project, and the basis for the action. 9. In the past five years, has any claim against your firm concerning your firm's work on a project, been filed in court or arbitration? ❑ Yes ❑ No If 'yes," on a separate page identify the claim(s) by providing the project name, date of the claim, name of the claimant, the name of the entity the claim was filed against, a brief description of the nature of the claim, the court and case number, and a brief description of the status of the claim (pending or, if resolved, a thief description of the resolution.) RFP 17-108 Fuel — Gasoline and Diesel Page 25 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D 10. In the past five years, has your firm made any claim against a project owner concerning work on a project or payment for a contract, and filed that claim in court or arbitration? ❑ Yes ❑ No If "yes," on a separate page identify the claims) by providing the project name, date of the claim, name of the claimant, the name of the entity the claim was filed against, a brief description of the nature of the claim, the court and case number, and a brief description of the status of the claim (pending, or if resolved, a brief description of the resolution.) 11. At any time during the past five years, has any surety company made any payments on your firm's behalf as a result of a default, to satisfy any claims made against a performance or payment bond issued on your firm's behalf in connection with a project, either public or private? ❑ Yes ❑ No 12. In the last five years, has any insurance carrier, for any form of insurance, refused to renew an insurance policy for your firm? ❑ Yes ❑ No 13. Has your firm or any of its owners, officers, or partners ever been liable in a civil suit, or found guilty in a criminal action, for making any false claim or material misrepresentation to any public agency or entity? ❑ Yes ❑ No 14. Has your firm or any of its owners, officers or partners ever been convicted of a federal or state crime of fraud, theft, or any other act of dishonesty? ❑Yes ❑No If "yes," identify on a separate page, the person or persons convicted, the court case and number, the crimes and the year convicted. 15- if your firm was required to pay a premium of more than one percent for a performance and payment bond on any project(s) on which your firm worked at any time during the fast three years, state the percentage that your firm was required to pay. If you wish to do so, you may provide an explanation for a percentage rate higher than one percent. % 16- During the last five years, has your firm ever been denied bond credit by a surety company, or has there ever been a period of time when your firm had no surety bond in place during a project when one was required? ❑ Yes ❑ No 17. Has Cal -OSHA cited and assessed penalties against the contractor or its associates for any "serious;" "willful" ❑r "repeat" violations of its safety or health regulations in the past five years? ❑ Yes ❑ No (Note: If you have filed an appeal of a citation, and the Occupational Safety and Health Appeals Board has not yet ruled on your appeal, you need not include information about it.) If "yes," on a separate page describe the citations, the party against wham the citation was made, date of citation, nature of the violation, project on which the citation was issued, Owner of the project, and the amount of penalty paid, if any. State the case number and the date of any OSHAB decision- 18. Has the Federal Occupational Safety and Health Administration cited and assessed penalties against the contractor or its associates in the past five years? ❑ Yes ❑ No (Note: If an appeal of the citation has been filed and the Appeals Board has not yet ruled, or there is a court appeal pending, you need not include information about the citation.) If "yes," on a separate page describe the citation, the party against whom the citation was made, date of citation, nature of the violation, project on which the citation was issued, owner of project, and the amount of penalty paid, if any. State the case number and date of any decision. PFP 17-108 Fuel — Gasoline and Diesel Page 26 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D 19. During the last five years, has there been more than one occasion in which the General contractor or its associates have been penalized or required to pay back wages for failure to comply with the federal Davis -Bacon prevailing wage requirements? F-1 Yes ❑ No If "yes," on a separate page, describe the violator, nature of each violation, name of the project, date of its completion, the public agency for which it was constructed, the number of employees who were initially underpaid and the amount of back wages and penalties that were assessed. THIS AREA LEFT BLANK INTENTIONALLY THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE, RFP 17-108 Fuel — Gasoline and. Diesel Page 27 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D EXHIBIT H CITY OF SANTA ANA REQUEST FOR PROPOSALS 17-1 a8 FUEL — GASOLINE AND DIESEL NON -COLLUSION AFFIDAVIT NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA: In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on 'behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal.. and has not directly or indirectly colluded, conspired, connived or agreed with any proposer- or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly. sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof. or the contents thereof. or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal. Note: The above non -collusion affidavit is part of the submitted proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this non -collusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed Printed Name State of California, County of Subscribed and sworn to (or affirmed) before me on this day of , 20, by having proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. RFP 17-108 Fuel — Gasoline and Diesel Page 28 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D EXHIBIT I CITY OF SANTA ANA REQUEST FOR PROPOSALS 17-108 FUEL — GASOLINE AND DIESEL SAMPLE ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following. - The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insured ("additional insured") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insured, 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insured, this Insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective . this endorsement form as a hart of Policy# Issued to Countersigned by Named of Insured Authorized Representative SAMPLE ONLY RFP 17-108 Fuel — Gasoline and Diesel Page 29 Mao,) m m"h u iNSURANCE ON FILE Professional Liability Insurance A-2017-347 WORK MAY PROCEED T quired if contractor is or UNTIL INS RANCC £Xlsil:ley employs a licensed profes�ionnl OR- OF CI[. OA"E: DEC 2 �q YEMENT FOR PROVISION OF GASOLINE AND DIESEL FUEL THIS AGREEMENT is made and entered into this 19" day of December, 2017 by and between CO) IPC (USA), Inc., a California Corporation ("Contractor"), and the City of Santa Ana, a charter city Rtk and .municipal corporation organized and existing under the Constitution and laws of the State of CVa+ � al rrmia C'City„ ). i RECITALS A. The City desires to retain a Contractor with special skill and expertise to supply the City's annual gasoline and diesel fuel needs. On October 2, 2017, the City issued Request for Proposal No. 17-108, by which it sought Contractors to provide gasoline and diesel fuel services to the City. B. Contractor submitted a responsive proposal selected by the City. Contractor represents that Contractor is a wholesale distributor of diesel, gasoline, LNG/natural gas, jet fuel and other petroleum products that maintains its headquarters in the City and is able and willing to provide such services to the City and as described in the scope of work that was included in RFP No. 17-108 and attached as Exhibit A to this Agreement. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideralirrtm of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree w follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this Agreernen3 the tasks acid obligations including all labor, materials, toots, equipment, and incidental custotuaiy work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. Consultant's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City agrees to pay Contractor services performed under this Agreement at the rates and charges for fuel identified in Exhibit B. The total annual sum to be expended under time term of this Agreement shall not exceed $950,000 daring each year of the Agreement. The total stun to be expended under this Agreement for the entire term shall not exceed $4,750,000. Page 1 of I 1 b. Payment by City shall be tirade within 60 days (sixty) days following receipt of proper invoice evidencing work Pei -formed, subject to City accounting procedures, Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. CAIYt `7 M This Agreement shall commence on January 1, 2018 and continue for a five (5) year term until December 31, 2022, unless terminated earlier in accordance with Section 16, below. d. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., C'Prevailing Wage Laws"), which recluire the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects, if the services being performed are part of an applicable "public works" or"maintenance" maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be constmed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject platter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSIHiP OF MATERL4,LS This Agreement creates a non-exclusive and perpetual license for City to copy. use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship faxed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ('Documents & Data"). Contractor shall requirc all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Docuinents & Data the subcontractor prepares under this Agreement. Contractor represents and waaants that Contractor has the legal right to license any and all Documents & Data, Contractor makes no such representation and warranty in regard to Page 2 of 1 1 Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURALNCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall requdre its subcontractors, if any, to obtain and maintain insurance as described below,. a. Commercial General Liability Insurance, Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the perfonnance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance sba.11 be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (o) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insutxanee shall include coverage for owned, hired and non -owned automobiles, C:. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance, Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an ar•oWtect or engineer: Professional liability (errors and omissions) insurance, with, a rornbined single limit of not less than $1,000,000 per claim. with $2,000,000 in the aggregate. e, The following requirements apply to the insurance to be provided by Contractor pursuant to this section: i. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of Us Agreement and shall be approved by the City. Hi. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. Page 3 of i 1 iv. Contractor shall supply City with a fully executed additional insured endorsement. If Contractor fails or refuses to produce or maintain the insurance regiAred by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City"s election, to forthwith terminate this Agreement, Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDE1NNMCATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents,. employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, Judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred torn this Section or by reason of the terms of, or affects, arising fiom this Agreement, The Contractor further agrees to indemnify, hold harmless, and pay all costs 'for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may matte all reasonable decisions with respect to its representation in any legal proceeding, Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782,8, to clairns that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infi'ingemerrt of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement, 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred trader this Agreement and any services, expenditures, and disbursements Page 4 of l 1 charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement, All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business boars. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement, 11. CONM DENTIAL.ITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential lnfonriation" shall include all. nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other parry is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in riglitful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12, COWLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any mariner with performance of services specified under this Agreement. 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, ten-nination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AlV1LENDMEIwIT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties, In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrrunent signed by the City and by an authorized representative of Contractor. The parties agree that any Page 5 of I 1 terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, iilducenients, promises or agr=ments, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15, ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract tiny interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 16. TlERNUNATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination, In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services ,performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director of the Finance and Management Services Agency may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, aad Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement, 17. FINES The contractor shall be liable for all violation fines levied against the City by federal, state, or local agencies with regulatory authority related to contractor provided services. 18. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not sirr6lar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 6 of i 19, TURISDICTION - VENUE This Agreement has been executed and delivered in the 'State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and, governed by the laws of the State of California. Both parties further agree that Oraage County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 24. PROFESSIONAL LICENSES Contractor shall, throughout the terra of this Agreement, retain all necessary hoenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United. States, the State of California, the City of Santa Ana and all ether governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions, Said inability shall be cause for termination of this Agreement. 21, MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement, 22. NOTICE Any notice, tender, demand, delivery, or other commurilcation pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons; To City: Clerk of the City Comicil City of Santa Ana. 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax; 714- 647-6956 Page 7 of 1 I With courtesy copies to: Executive Director, Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Sox 1988 Santa Ana, California 92702 Fax: To Contractor: IPC (USA), hic, 4 Hutton Centre Drive, Ste, 700 Santa Ana, CA 92707 Attn: James Takeuchi Sonia R. Carvalho City Attorney City of 'Santa Ana 20 Civic Center Plaza (M-29) P.C� Sox 1988 Santa Ana, California 92702 Fax: 714- 647-6515 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. if seat by malt, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, drily registered or certified, with postage prepaid, and addressed as set forth above, If sent by fax, communication sliest be effective or deemed to have been given twenty-four (24) horns after the time set forth on the transmission repoil issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends.. federal, state, County or City holidays shall be excluded. [Signatures continue on next page] Page 8 of 1 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura A, Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: FRANCISCO GUTIERREZ Executive Director Finance and Management Services Agency CITY OF SANTA ARIA. Raul Godinez City Manager IPC (USA), INC.. 5:5 C�' "I"'Ib f - 9 -, ve�:o s Takeuchi T Page 9 of 11 EXHIBIT A CITY OF SANTA ANA REQUEST FOR PROPOSALS 17.108 FUEL — GASOLINE AND DIESEL SCOPE OF SERVICES &&,SPECIFICATIONS The City of Santa Ana seeks a contractor/vendor to provide the delivery of Unleaded Gasoline and Dlosel fuel to existing underground storage tanks at the My's Corporation Yard and Police Administrative Facility, ESTIMATED ANNUAL VOLUME OF FUEL PUR,GMASSES Unleaded 87 Octane — 400.000 gallons Diesel —15,000 gallons Volume estimates are based on historical records. The City anficipates an Increase In these totals dine to an upcoming agreement with Orange County Fire Authority to purchase fuel from the City, DELIVERY LOCATIONS AND UNDERGROUND TANK SIZES Corporate Yard 215 S Center Santa Ana, CA 92703 Three (3) 20,000 gallons tanks for unleaded fuel One (1) 20,000 gallon tank for diesel fuel Santa Ana Polics Department 60 Civic Center Plaza Santa Ana, CA 92702 One (1) 20,000 gallon tank for unleaded fuel One (1) 6,000 gallon tank for Red Diesel (one delivery per year @ 200.300 gallons, emergency generator) One (1) Above -Ground 250 gallon tank For Red Diesel (ore delivery per year @ 150 gallons) DELIVERY REQUIREMENTS ❑ellvery must be made within two (2) working days after receipt of order. All purchases for underground storage tanks will be a full load. Currently averaging one (1) � two (2) full load deliveries per month at both Corporate Yard and Police Department RFP 17-108 Fuel — Gasoline and Diesel Page 9 PRICING AND INVQICING The contract bid price shall Include full compensation for providing all required services as specified in scope of work. NO additional compensation will be allowed. For purposes of payment, it shall be the Los Angeles Callfomia OPTS Gross 1 gAM EST Dally Rack Average with CAR report, Prfcing on the Invoices shall indicate QPIS price for day of delivery and also the price being charged to City. Delivery rate and total delivery charge shall be separate line Item and shall not be combined with fuel costs when computing sales tax. QUALITY OF FUELS Fuel provided must meet the latest requirements of the California Air Resources Board (CA RB) Phase 2 Reformulated Gasoline and Diesel. Only major oil company quality fuels meeting the following specifications are to be quoted and/or awarded. Gasoline shall be unleaded regular 87 Octane minimum. Diesel Friel shall be Type 2 Clear, YgKORISUPPLIER RESPONglsILITY Vendor shall be held liable for any damage or eriminailclvi€ citations which may occur as a result of any spills and/or accidents, In addition, the City reserves the right to cancel the agreement of the Vendor/Supplier, notwithstanding compliance with the procedures set forth herein, delivers in a negligent manner or who, under any circumstances, causes a spill while delivering. Vendor shall have title to and bear risk of loss of or damage to the items purchased hereunder until they are delivered in conformity with this agreement at the F.O.B. point specified herein, and upon such delivery title shall pass, except for loss or damage result from Vendor's negligence. Passing of title upon such delivery shall not constitute acceptance of the item by the City. It is the responsibility of the Vendor/Supplier to have the delivering driver measure each fuel tanlc using City's Veeder Root system before and after each delivery. All deliveries shall be made between 7:00 am to 5:00 pm Monday through Frlday,�except when orders state that the deliveries must be made at a different time TEMPERATURE CORRECTION Vendor Vendor shall correct or adjust gasoline and diesel deliveries so as to be stated, billed, and paid for on the basis of such gasoline and diesel fuel at sixty (fit) degrees temperature, using methods that are accepted as being in general use for this method of adjusting volumetric quantities to temperature conditions. RFP 17-108 Fuel —Gasoline and Diesel Page 10 MATERIAL SAFETY DATA SHEETS In compliance with Tltle 8 of the California Code of Regulations (OSHA), the City requires two (2) copies of the US. Department of Labor — Material Safety Data sheet for Item(s) purchased, The material safety data sheet shall be submitted to the using deparlment at the tlme of delivery. SOURCE GUARANTEE Vendors who do not own refineries shall have contracts or written irrevocable commitments to contract with refiners which are capable of supplying products which meet fuel specifications in the quantities listed herein. Contracts or commitments must guarantee supply In the required amounts for the term of any contract resulting from the RFF. Failure to include source guarantee documentation may void response if the City has no prlor experience with the vendor, RECORD KEEPING Vendor shall maintain records of the City's purchases and make them available for audit and inspection, Vendor shall record the quantities, cost, delivery locations, and taxes for each delivery, Vendor shall provide the C€ty with a copy of such records within ten (10) days of the City's request. TAX -ES The City is exempt from Federal Excise taxes and no payment shall be made for any personal property taxes levied on the Vendor or on any taxes levied on employee wages. The City will only pay for any state and local sales or use taxes on the products pursuant to this contract. PPP 17-1c8 Fuel - Gaacline and Dlesel Page 11 CITY OF SANTA ANA REQUEST FOR PROPOSALS 17.108 FUEL -- GASOLINE AND DIESEL BID FORM PRICING SHEET Regular unleaded Gasoline Gasoline prices (four decimal ,places, i.e. 0.0000) 87 OCTANE Bulk fuels full truck and trailer Delivery size: 7,000+ gallons OPIS Plus cents per gallon Or Minus cents per gallon Delivery ��" '..._.._ cents per gallon Other (specify) oents per gallon Applicable Discounts) Geuts per gallon Total OPIS f _ ___-- not cents per gallon Smaller Tank less than full truck Delivery size; 3,500 — 6,999 gallons OPIS Plus cents per gallon Or Minus 1 cents per gallon Delivery . �'`"�`", cents per gallon Other (specify] cents per gallon Applicable Discount(s) cents per gallon Total OPIS + . osic net cents per gallon Large bulk deliveries exceeding 7,008 gallons could Include a combined load of gasoline and diesel. Please indicate any split load surcharges In the other category It applicable. Split load surcharges not stated herein will not be allowed on any Invoices during the contract. RFP t 7-t 08 Fuel -- Gasollne and Diesel facie 19 CITY OF SANTA ANA REQUEST FOR PROPOSALS 17-108 FUEL —GASOLINE AND DIESEL BID FORM PRICING SHEET D sel — Type 2 Clear Diesel prices (four declmal places, l,e, 0.0000) Bulk fuels full truck and traller Delivery size; 7,000+ gallons OPTS Plus cents per gallon Or Mlnus _o 'l —cents per gallon Delivery cents per gallon Other (specify) cents per galion Applicable Discount(s) cents per gallon Total OPIS f <� o fq �;' not cents per gallon Smaller Tank less than full truck Delivery size: 3,500 — 5,999 gallons OPTS Plus cents per gallon Or Mlnus cents per gallon Delivery cents per gallon Other (specify) cents per gallon Applicable Dlscount(s) cents per gallon Total QPIS + 10A net cents per gallon Alternative Renewable Diesel (meeting ASTM D975 spec,.;$ Q.Qr ^� �er gallon RFP 17-108 Fuel -- Gasoline and Diesel Page 20 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D Agenda Item: 11 CITY QE SANTA CLARITA AGENDA REPORT CONSENT CALENDAR CITY MANAGER APPROVAL: lal Y92_3 DATE: June 22, 2021 SUBJECT: APPROVE THE USE OF A "PIGGYBACK" AGREEMENT AND AWARD A CONTRACT FOR THE PURCHASE OF DIESEL FUEL DEPARTMENT; Neighborhood Services PRESENTER: Adrian Aguilar RECOMMENDED ACTION City Council; Authorize the City of Santa Clarita to enter into a "piggyback" agreement based on the terms outlined in the contract between the City of Santa Ana and Truman Arnold Company for the purchase and delivery of diesel fuel. Award a contract to Truman Arnold Company for the purchase and delivery of diesel fuel ill an arnount not to exceed $325,000 through December 31, 2022_ 3. Authorize the City Manager or designee to execute all contracts and associated documents, or modify the award in the event issues of impossibility of performance arise, subject to City Attorney approval. BACKGROUND On July H, 1995, the City Council approved the use of cooperative purchasing agreements and purchases against competitive contracts let by another government agency. This is a practice known as "piggybacking" "Piggybacking" allows the City to take advantage of pricing based on volumes larger than the City of Santa Clarita (City) could generate on its awn. Cooperative "piggybacking" purchasing allows the City to place orders against a competitively awarded, existing public agency contract. In 2018, City Transit staff researched the most efficient and cast -effective way to procure diesel fuel. At the regular meeting of August 28, 2018, the City Council approved a "piggyback" contract and awarded a contract to IPC (USA) Inc. (IPC), for the purchase and delivery of diesel fife] for the City's diesel -powered buses. The City Council's award of this contract was approved Page 1 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D following a 2018 competitive procurement process facilitated by the City of Santa Ana. As a result of that procurement process, the City of Santa Ana entered into an agreement with IPC for the purchase and delivery of diesel fuel, with the contract term ending on December 31, 2022. The City of Santa Clarita's contract term with IPC was for a shorter term, expiring on .Tune 30, 2021. As the City continues to retire its fleet of diesel buses and the City's overall diesel consumption decreases, the use of this cooperative purchasing agreement allows the City to continue to benefit from volume pricing. Staff is recommending that the City renew the existing "piggyback" agreement with Truman Arnold Companies (TAC), who acquired IPC in 2019, for a term expiring on December 31, 2022. The renewal of the existing agreement for the remainder of the term is permitted and in accordance with the City of Santa Ana's agreement. Staff has reviewed pricing for the renewal year and it remains competitive when compared to other purchasing options. ALTERNATNE ACTION Other action as determined by the City Council, FISCAL IMPACT Funding for year one of this agreement is included in the Fiscal Year (FY) 2021-22 Transit operating budget. The funding necessary for year two expenditures will be requested as part of the FY 2022-23 budget process. This action does not require the use of General Fund monies. ATTACHMENTS 2021-2023 Agreement Letter TAC RFP and Agreement with City of Santa Ana (available in the City Clerk's Reading File) Page 2 DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D DocuSign Certificate of Completion Envelope Id: F5694C81 F745468C97BF68B77A443FCB Subject: Truman Arnold Companies - Purchase and Delivery of Diesel Fuel Source Envelope' Document Pages: 81 Signatures: 4 Certificate Pages; 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 6128/2021 3:19:15 PM 'Signer Evenft Cone Zamora czamora@santa-cladta.com Security Leval: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure - Accepted: 6128/2021 3:53:01 PM ID: a64d36f7-f2i9-45a5-9e67-a971b5a5dc22 Andrew Adams aad am s@s ante-clari ta.com Purchasing & Risk Administrator City of Santa Clarita Security Level. Email, Account Authentication (Optional) Electronic Record and Signature Disclosure - Not Offered via DocuSign Adrian Aguilar aaguilar@santa-cladta.com Adrian Aguilar Security Level; Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 6/29/2021 10:35:56 AM iD:46e21d47-61f9-4e37-9aa3-4414416c66c1 Randy Jones Rjone s@ to Gene rg y.com VP Sales & Operations Truman Arnold Companies. Randy Jones Vine Present Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 6/29/2021 12:28:18 PM ID: 8e23b77c-8866-41 bc-8ed3-0f3b7e51 c3a2 Holder: Kelsey Speers k s pe ers@santa-cla►ita, corn Signature Completed Using IP Address: 216.152,79.2 Completed Using IP Address: 216.152.79.2 Completed Using IP Address; 216.152.79.2 0ueu51 d 8p: Signature Adoption: Drawn on Device Using IP Address: 68.5.174.176 Status: Completed Envelope Originator. Kelsey Spears 23920 Valencia Boulevard City of Santa Clarita, CA 91355 kspeers@santa-clarita.com IP Address: 216.152.79.2 Location. DocuSign Timestam,p Sent. 6/2812021 3:22:49 PM Viewed:6/2812021 3:5101 PM Signed: 6/2812021 4.17-18 PM Sent: 6/28/2021 4-17-23 PM Viewed: 6/2912021 8:43:06 AM Signed; 612912021 8-43:34 AM Sent: 6/29/2021 8:43:40 AM Viewed: 6/29/2021 10:35:56 AM Signed: 6/29/2021 10:36:19 AM Sent: 6/29/2021 10:36:27 AM Resent: 716/2021 10:45,12 AM Viewed: 6129/2021 12:28:18 PM Signal: 7/6/2021 T09:34 PM DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D Signer Events Signature Timestamp Mark Andede Uncnsgaed by: Sent: 6/29/2021 10:36:27 AM manderle[a tacenergy,wm CAIWrWSAC?4r4 Viewed: 612912021 10:51:37 AM VP of Supply & Trading . Signed; 6129/2021 1:56-.19 PM TAC Energy Security Level Email, Account Authentication Signature Adoption: prawn on Revise (Optional) Using IP Address: 38.122.30.107 Electronic Record and Signature Disclosure: Accepted: 6/2912021 10:51:37 AM ID: cb473f2c-786c-4869-b5f4-65fefOcl7877 Jerrid McKenna Completed Sent: 7l6t2021 7:09:40 PM jmckenna@7asania-clarta.com Viewed:71612021 8:45:57 PM Interim Director of Neighborhood Services Signed: 7/612021 8:46:05 PM Security Level: Email, Account Authentication Using IP Address: 174.193.213.177 (Optional) Electronic Record and Signature Disclosure: Accepted: 7/612021 8:45:57 PM ID:dOhae416-8803-4044-bObO-20c88d186a11 Joseph M. Mantes O... Stpned by : Sent; 7l612021 8:46:#1 PM JMontestc�r bwslaw.com '�SL�- Ac Mhvdt-s Viewed: 7/7/2021 10:47,47 AM City Attorney 01A561QW3,U;a Signed: 717/2021 10:48:59 AM Security Level: Email, Account Authentication (Optional) Signature Adoption: Pre -selected Style Using IP Address: 198.24.204.51 Electronic Record and Signature Disclosure: Accepted: 7/712021 10:47A7 AM ID: a55f1d4d-a4dIAb7iac16-40f1e963b23c 5gned by, Frank OviedoSent; 7l712021 10:49:07 AM FOVIEDO@santa-clanta.com EfROME Y`A" ovutth Viewed: 7/12/2021 2:44,14 PM Assistant City Manager °999D31W 11 Signed: 7112/2021 2:44:36 PM City of Santa Clarity Signature Adoption: Pre -selected Style Security Level; Email, Account Authentication (Optional) Using IP Address: 216.152.79.2 Electronic Record and Signature Disclosure: Accepted: 711212021 2:44:24 PM ID:72193a36-5ae9-47dc-9f9d-Od94cle4c8eb Ines Guevara Completed Sent: 7/7/2021 10:49:07 AM iguevara@santa-clarita.com Viewed; 71812021 4:28:40 PM City of Santa Clarita Signed: 718/2021 4:28:45 PM Security Level: Email, Account Authe nti ca ti an Using IP Address: 216.152.79.2 (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Tinestamp Carbon Copy Events Status Timestamp DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D Carbon Copy Events Corie Zamora czamora@santa-clarita.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure:. Accepted: 6/28/2021 3:53:01 PM iD:a64d36t7-f219-45a5-ge67-a971b5a5dc22 Randy Jones Riones@tacenergy.com VP Sales & Operations Truman Arnold Companies. Randy Jones Vice Present Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 6/2912021 12:28:18 PM lD:Be23b77c-8866-41bc-Bed3-0i3b7e51c3a2 Witness Events Notary Events Envelope 'Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status I COPIED COPIED Signature Signature Status HashedlEncrypted Security Checked Security Checked Security Checked Timestamp Sent: 7112/2021 2:44:43 PM Sent; 711212021 2.44e44 PM Timestamp Timestamp Timestamps 6/28/2021 3:22:49 PM 71812D21 4:28:40 PM 7/8/2021 4.28:455 PM 7/12/2021 2:44:44 PM Payment Events Status Timestamps Electronic Record and 'Signature Disclosure DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D PM Parties agreed to: Corie Zamora, Adrian Aguilar, Randy Jones, Mark Anderie, Jerrid McKenna, Joseph M. Montes, Frank Oviedo, Code Zamora, Randy Jones CONSUMER DISCLOSURE From time to time, City of Santa Clarity (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. {DocuSign} Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D How to contact City of Santa Clarita: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: joerum@santa-clarita.com To advise City of Santa Clarita of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us atjocrum@santa-clarita.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Santa Clarita To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to joerum@santa-clarita.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Santa Clarita To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail tojoerum@santa-clarita.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Reouired hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetSca e 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: -Allow per session cookies -Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. DocuSign Envelope ID:723B8D1C-3115-44CE-AD7A-DC928225F70D Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: ■ I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and ■ I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Santa Clarita as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Santa Clarita during the course of my relationship with you. DocuSign Certificate Of Completion Envelope Id: 723B8D1C311544CEAD7ADC928225F70D Subject: Truman Arnold Companies - First Amendment - Purchase and Delivery of Diesel Fuel Source Envelope: Document Pages: 90 Signatures: 4 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 7/19/2022 9:09:37 AM Signer Events Nicholas Echeverri necheverri@santa-clarita.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 7/19/2022 10:06:50 AM ID:ca3121a5-a662-422a-b09d-1b6b2070da1d Andrew Adams aadams@santa-clarita.com Purchasing & Risk Administrator City of Santa Clarita Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Adrian Aguilar aaguilar@santa-clarita.com Adrian Aguilar Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 7/20/2022 8:36:39 AM ID:accbf334-19a9-4f80-926f-e7d858bb140e Randy Jones Rjones@tacenergy.com VP Sales & Operations Truman Arnold Companies. Randy Jones Vice Present Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 7/20/2022 9:31:14 AM ID:54995666-1c6b-4466-bb6d-8c52cc512168 Holder: Christine Saunders csaunders@santa-clarita.com Signature Completed Using IPAddress: 216.152.79.2 Completed Using IPAddress: 216.152.79.2 Completed Using IPAddress: 216.152.79.2 CDoccuu��SSi��gnn7eedld oby:((``,,'�// D3FC53DASCDA4EC.. Signature Adoption: Drawn on Device Using IPAddress: 12.178.21.242 Status: Completed Envelope Originator: Christine Saunders 23920 Valencia Boulevard City of Santa Clarita, CA 91355 csaunders@santa-clarita.com IP Address: 216.152.79.2 Location: DocuSign Timestamp Sent: 7/19/2022 10:04:57 AM Viewed: 7/19/2022 10:06:50 AM Signed: 7/19/2022 10:38:33 AM Sent: 7/19/2022 10:38:38 AM Viewed: 7/20/2022 8:34:04 AM Signed: 7/20/2022 8:34:34 AM Sent: 7/20/2022 8:34:39 AM Viewed: 7/20/2022 8:36:39 AM Signed: 7/20/2022 8:37:17 AM Sent: 7/20/2022 8:37:21 AM Viewed: 7/20/2022 9:31:14 AM Signed: 7/20/2022 10:13:33 AM Signer Events Mark Anderle manderle@tacenergy.com VP of Supply & Trading TAC Energy Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 7/20/2022 9:22:08 AM I D: d 1 7b27fc-e69c-48b7-b6ec-a2c4f57c4d47 Tom Cole tcole@santa-clarita.com Director of Community Development Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 7/25/2022 9:24:46 AM ID:Ocbd19bc-a0f3-481e-9474-0f4f5d3fb1da Joseph M. Montes JMontes@bwslaw.com Partner Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 7/25/2022 10:42:31 AM ID:a38265d4-a6fc-41a5-a708-8b8059e5d352 Frank Oviedo FOVIEDO@santa-clarita.com Assistant City Manager City of Santa Clarita Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 7/26/2022 9:56:17 AM ID:d39ed705-68b0-48e9-9b5e-a1ddOc6cf9e3 In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Nicholas Echeverri necheverri@santa-clarita.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 7/19/2022 10:06:50 AM ID:ca3121a5-a662-422a-b09d-1b6b2070da1d Signature CAlDADocuSigned by: 7E249AC74F4 /9-jCJj... Signature Adoption: Drawn on Device Using IPAddress: 38.122.30.107 Completed Using IPAddress: 216.152.79.2 CDocuSigned by: , 6st fL h. M.avb-S 109A62F8F673468... Signature Adoption: Pre -selected Style Using IPAddress: 12.25.245.194 ED—Signed by: 636ED909D845412... Signature Adoption: Pre -selected Style Using IPAddress: 216.152.79.2 Signature Status Status Status Status Status +COPIED Timestamp Sent: 7/20/2022 8:37:21 AM Viewed: 7/20/2022 9:22:08 AM Signed: 7/25/2022 8:35:57 AM Sent: 7/25/2022 8:36:02 AM Viewed: 7/25/2022 9:24:46 AM Signed: 7/25/2022 9:29:14 AM Sent: 7/25/2022 9:29:20 AM Viewed: 7/25/2022 10:42:31 AM Signed: 7/25/2022 10:42:50 AM Sent: 7/25/2022 10:42:56 AM Viewed: 7/26/2022 9:56:17 AM Signed: 7/26/2022 9:56:28 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 7/26/2022 9:56:33 AM Carbon Copy Events Status Timestamp Randy Jones Sent: 7/26/2022 9:56:34 AM Rjones@tacenergy.com ED VP Sales & Operations Truman Arnold Companies. Randy Jones Vice Present Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 7/20/2022 9:31:14 AM ID:54995666-1c6b-4466-bb6d-8c52cc512168 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/19/2022 10:04:57 AM Certified Delivered Security Checked 7/26/2022 9:56:17 AM Signing Complete Security Checked 7/26/2022 9:56:28 AM Completed Security Checked 7/26/2022 9:56:34 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 12/15/2021 2:42:10 PM Parties agreed to: Nicholas Echeverri, Adrian Aguilar, Randy Jones, Mark Anderle, Tom Cole, Joseph M. Montes, Frank Oviedo, Nicholas Echeverri, Randy Jones ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Santa Clarita (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Santa Clarita: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: kspeers@santa-clarita.com To advise City of Santa Clarita of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at kspeers@santa-clarita.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Santa Clarita To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to kspeers@santa-clarita.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Santa Clarita To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to kspeers@santa-clarita.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: hitps://support.docusign.com/guides/signer-guide- signi^ n�-System-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check -box next to `I agree to use electronic records and signatures', you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of Santa Clarita as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Santa Clarita during the course of your relationship with City of Santa Clarita.