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Home My WebLink AboutAGMT - Petrochem Materials Innovation LLC (On-Call Asphalt Maintenance and Repair Services) 50 Recorded in Official Records, Orange County RECORDING REQUESTED BY Hugh N uyen, Clerk-Recorder II ICI II III11111111I �� II II NO FEE AND WHEN RECORDED MAIL TO * $ R 0 0 ^ 4 2 1 1 0 7 $ * 2024000050345 3:56 pm 03106/24 CITY OF SEAL BEACH 498 Sec2A N12 1 Attn: City Clerk 0.00 0.00 0.00 0.00 0.00 0.00 0.000.000.00 0.00 211 - 8th Street Seal Beach, CA 90740 Space of above this line for Recorder's use. tECEIVED �� *** No Recording Fee Pursuant to Government Code Sections 6103 and 273;3* ** VIA), 15 20214 Air CITY CLERK NOTICE OF COMPLETION cfr(OF SEAL BEACH Notice pursuant to Civil Code Section 9204, must be filed within 15 days after completion. Notice is hereby given that: 1. The undersigned is owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described: 2. The full name of the owner is: City of Seal Beach. 3. The address of the owner is: 211 —8th Street, Seal Beach, CA 90740. 4. The nature of the interest or estate of the owner is: In Fee. The City of Seal Beach. 5. A work of improvement on the property hereinafter is described as substantially completed on December 21, 2023. The work was FY 2023-24 Annual Slurry Seal Program, CIP STO1. 6. The name of the contractor(s), if any, for such improvement was: Petrochem Materials Innovation, LLC. 7. The date of the Contract Award was August 14, 2023. 8. The property on which said work of improvement was completed in the City of Seal Beach, County of Orange, State of California, and is described as follows: Various Citywide locations, Seal Beach, CA. Date: 2 ltI U1 , 'rector of Public Works, City of Seal Beach Signature of owner or corporate officer of owner named in paragraph 2 or agent. VERIFICATION I, the undersigned, say: Iris Lee (Director of Public Works) declarant of the foregoing notice of completion; have read said notice of completion and know the contents thereof; the same is true of my own knowledge. I declare under penalty of perjury the foregoing is true and correct. Executed on 9(a6( 107 , 2024, at Seal Beach, California. (Date of Signature Iris Lee, Director of Public Works, City of Seal Beach MAINTENANCE AND REPAIR SERVICES AGREEMENT for On -Call Asphalt Maintenance and Repair Services between City of Seal Beach 211— 8th Street Seal Beach, CA 90740 H Petrochem Materials Innovation, LLC 6168 Innovation Way Carlsbad, CA, 92009 760-603-0961 This Maintenance and Repair Services Agreement ("the Agreement") is made as of August 14, 2023 (the "Effective Date"), by and between Petrochem Materials Innovation, a Nevada LLC ("Contractor'), a limited liability company and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires to retain a contractor to perform certain on-call asphalt maintenance and repair services (the "Project"), to be carried out consistent with City -approved plans and specifications. B. The Seal Beach City Charter and Seal Beach Municipal Code Section 3.20.025(D) provide for an exemption from public bidding requirements for purchases made in cooperation with the state, the county or another government entity for the purpose of obtaining a lower price upon the same terms, conditions and specifications. C. The City of Los Angeles and Petrochem Materials Innovation, LCC (PMI) are parties to a contract for maintenance services including Central Mix REAS (Contract 59680), which was entered into fallowing a competitive bidding process pursuant to the City of Los Angeles Charter and Municipal Code, and Contract 59680 authorizes other government agencies to utilize those same prices, terms, and conditions. D. City desires to enter into a cooperative purchasing agreement with PMI based on City of Los Angeles Contract 59680 between PMI and the City of Los Angeles, pursuant to the authority provided by the Seal Beach City Charter and Seal Beach Municipal Code § 3.20.025(D), and to engage Contractor as an independent contractor to provide on-call asphalt maintenance and repair services in accordance with the terms and conditions of this Agreement. E. Contractor is a California licensed "A" Contractor and C32 Contractor (State Contractor's License # 991274, DIR 1000011208) and represents that its principals and employees are fully qualified to perform the services contemplated by this Agreement by virtue of their experience, training, education and expertise. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Services and Purchase Orders. For and in consideration of the mutual promises set forth herein, strictly on an on-call basis, and subject to the terms and conditions of this Agreement, Contractor, shall perform and complete in good and workmanlike manner all on-call asphalt and related repair services (collectively Services") as described in this Agreement and the other Contract Documents listed in Subsection 1.2. The specific services to be provided shall be 2 of 24 more particularly described in individual purchase orders issued by City as described in Subsection 1.3 of this Agreement. 1.2. Contract Documents. The Contract Documents consist of (i) this Agreement, (ii) each Purchase Order and related documents described tin Subsection 1.3, (iii) the provisions of the 2018 edition of the Standard Specifications for Public Works Construction ("Green Book"), adopted by the Joint Cooperative Committee of Southern California Chapter, American Public Works Association and Southern California District, Associated General Contractors of California, and (iv) all of the following: the City of Lo's Angeles Contract 59680 (Exhibit A), City of Los Angeles Contract 59680 Extension Amendment 10 (Exhibit B), City of Los Angeles Contract 59680 Extension Amendment 11 (Exhibit C), City of Los Angeles Contract 59680 Extension Amendment 12 (Exhibit D), City of Los Angeles Contract 59680 Extension Amendment 13 (Exhibit E), City of Los Angeles Contract 59680 Extension Amendment 14 (Exhibit F), all of which such exhibits are attached and incorporated herein by this reference. 1.2.1 Order of Precedence. The Order of Precedence of the Contract Documents shall be as follows: (i) this Agreement; and then (ii) a Purchase Order; and then (iii) the City's Standard Specifications; and then (iv) Exhibit E; and then (v) Exhibit D; and then (vi) Exhibit C; and then (vii ) Exhibit B; and then (viii) Exhibit A. To the extent that there is any conflict between a purchase order, related proposal, related notice to proceed, Exhibit A, Exhibit B, Exhibit C, Exhibit D, Exhibit E and this Agreement, this Agreement shall control. Terms of each purchase order issued by City pursuant to Subsection 1.3 shall take precedence over Exhibits A, B, C, D and E. Given the on-call nature of this Agreement, Contractor acknowledges that there is no guarantee that City shall request any Services hereunder. 1.3. Purchase Orders. Based on the on-call nature of this Agreement, City shall from time to time, request specific services of the type generally described in Section 1.2 of this Agreement, 'by issuing a Purchase Order to Contractor. The Purchase Order will describe the materials, equipment, services and other work to be performed by Contractor on a specific purchase, the schedule of delivery and other work for the task, and the amount of compensation to be paid by City for Contractor's services. Contractor shall not perform and City shall not be liable for any Services performed by Contractor unless written authorization from City is given to Contractor in the form of a separate Purchase Order, receipt by City of a corresponding proposal from Contractor consistent with that Purchase Order, and a Notice to Proceed issued by City, for the performance of such Purchase Order. All provisions set forth in this Agreement shall fully apply to each Purchase Order, unless expressly provided otherwise therein. 3 of 24 1.4. The Services shall be performed in accordance with the Contract Documents, and Contractor shall furnish at its own expense all labor, materials, equipment and services necessary therefor, except such labor, materials, equipment and services as are specified in each Purchase Order to be furnished by City. 1.5. Contractor shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.6. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, State, and local law. 1.7. As a material inducement to City to enter into this Agreement, Contractor, hereby represents that it. has the experience necessary to undertake the Services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Contractor, and Contractor's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Contractor and Contractor's staff, shall perform the Services in such manner. Contractor shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Contractor's work by the City shall not operate as a release of Contractor from such standard of -care and workmanship. 1.8.. Contractor will. not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing pursuant to Subsection 1.3. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term; Time of Performance 2.1.. The original term of this Agreement shall commence as of the Effective Date and shall expire at midnight on December 31., 2023 ("Original Term"), unless sooner terminated or extended as provided by this Agreement. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established and agreed upon schedules and deadlines set forth in each individual Purchase Order. Contractor shall be required to commence work within five business days of receiving City's fully -executed Notice to Proceed, except as otherwise set forth in the fully -executed Notice to Proceed. 2.2. The City, at its sole option, may elect to extend the Original Term of this Agreement, upon the terms and conditions set forth hereafter, for up to five 4 of 24 (5) additional terms of one year each ("extension"), by providing written notice to Contractor at least one month prior to the expiration of an existing term. Any extension shall be contingent upon the extension of Contract 59680 by PMI and the City of Los Angeles. If timely elected by the City, the first extension shall have a term extending from January 1, 2024 through and including January 1, 2025 unless sooner terminated or extended pursuant to this Agreement. If timely elected by the City, the second extension shall be from January 1, 2025 through and including January 1, 2026, unless sooner terminated pursuant to this Agreement. If timely elected by the City, the third extension shall be from January 1-, 2026 through and including January 1, 2027, unless sooner terminated pursuant to this Agreement. If timely elected by the City, the forth extension shall be from January 1, 2027 through and including January 1, 2028, unless sooner terminated pursuant to this Agreement. If timely elected by the City, the fifth extension shall be from January 1, 2028 through and including January 1, 2029, unless sooner terminated pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and Contractor's authorized representatives. 3.0 Contractor's Compensation 3.1. In consideration of Contractor's performance of the Services set forth in Exhibit A based on a Purchase Order, City will pay Contractor in accordance with the rates shown on the fee schedules set forth in Exhibit B, Exhibit C, Exhibit D, Exhibit E, and Exhibit F for the Services but in no event will the City pay more than the total not -to -exceed amount of $330,000 (Three Hundred and Thirty Thousand dollars and 00/100) for the Services for the original term. 3.2. In the event that City elects to extend the Original Term in accordance with Subsection 2.2 of this Agreement, City will pay Contractor in accordance with the rates agreed to in City of Los Angeles Contract 59680 and but in no event will the City pay more than the total not to -exceed amount of $250,000 (Two Hundred and Fifty Thousand dollars and 00/100) for each one- year extension. 3.3 Contractor will not be compensated for any work performed not authorized by City and specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to, fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. Any additional work authorized by the City Council pursuant to this Subsection will be compensated in accordance with the applicable fee schedule set forth in Exhibit B, Exhibit C, Exhibit D, Exhibit E, and Exhibit F. 5 of 24 3.4 Retention requirements and notices of completion shall be governed by the City's Standard Specifications identified in Subsection 1.2. 4.0 Method of Payment 4.1. Contractor shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Contractor within 30 days of receiving Contractor's invoice. City will not withhold- any applicable federal -or state payroll and other required taxes, or other authorized deductions from payments made to Contractor. _ 4.2. Upon 24-hour notice from City, Contractor shall allow City or City's agents or representatives to inspect at Contractor's. offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Contractor in connection with this Agreement. City's rights under this Subsection 4.2 shall survive for three (3) years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City,. without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 .days' notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 5.3. Obligations upon termination. Unless otherwise specified in the notice of termination, Contractor shall cease all work under this Agreement upon the date of termination indicated in the notice of termination issued pursuant to Subsection 5.1 or Subsection 5.2. Upon termination, City shall be immediately given title to and possession of all Work Product (as defined in Subsection 12.1 of this. Agreement) produced or developed pursuant to this Agreement up to the date of termination. Provided that Contractor is. not then in breach, City shall pay Contractor for any portion of the Services completed prior to termination, based on -the reasonable value of the Services rendered. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Contractor be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Contractor shall not be entitled to receive more than the amount 6 of 24 that would be paid to Contractor for the full performance of the Services up to date of termination. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation or damages. 6.0 Party Representatives 6.1. The City Manager is the City's .representative for purposes of this Agreement. 6.2. Frank Hoffman is the Contractor's primary representative for purposes of this Agreement. Frank Hoffman shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1.. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid, and addressed to the party at the following addresses: To City: City of -Seal Beach 211 -8th Street Seal 'Beach, CA 90740 Attn: City Manager To Contractor: Petrochem Materials Innovation, LLC. 6168 Innovation Way Carlsbad, CA 92009 Attn: Frank Hoffman 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses Contractor and all of Contractor's employees :and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code., 7 of 24 9.0 Independent Contractor 9.1. Contractor is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Contractor or by Contractor's employees or other personnel under Contractor's supervision. Contractor will determine the means, methods, and details by which Contractor's employees and other personnel will perform the Services. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 9.2. All of Contractor's employees and other personnel performing any of the Services ;under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor's personnel shall not supervise any of City's employees; and City's employees shall not supervise Contractor's personnel. Contractor's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Contractor's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor's personnel require to perform any of the Services required by this Agreement. Contractor shall perform all Services off of City premises at locations. of Contractor's choice, except (1) as otherwise required for the performance of Services on City real property, facilities, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Contractor's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor's performance of any Services under this Agreement, or (3) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Contractor from time to time for Contractor's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor's personnel in connection with their performance of any Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to:. Social Security taxes, other retirement or pension benefits, income tax.withholdinq, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not 8 of 24 limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. Contractor shall defend, indemnify and ,hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors inuthe role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law; City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to 'City any reimbursement or indemnification arising under this Section. These duties are in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor's covenants under this Section shall survive the expiration or termination of this Agreement. Y 10.0 PERS Compliance and Indemnification 10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, �in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor shall assure compliance with the Public Employees' Retirement Law ("PERE"), commencing at Government Code Section 20000, as amended by the Public Employees' Pension Reform Act of 2013 ("PEPRA" ), and the regulations of PERS. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations. 10.2. Indemnification. Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's violation of any provisions of this Section 10.0. These duties are in addition to Contractor's duty to defend, indemnify and hold harmless as set forth 9 of 24 in any other provision of this Agreement. Contractor's covenants under this Section shall survive the expiration or termination of this Agreement. 11.0 Confidentiality 11.1. Contractor covenants that all .data, notes, reports, documents, surveys, studies, drawings, plans, maps, models, photographs, images, video files, computer files, electronic files, media, discussion, :information (or other Work Product (as defined in Subsection 12.1) developed or prepared received by Contractor or provided to Contractor, for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without prior written `authorization by City, City shall grant such authorization if applicable law requires disclosure. Contractor, its officers, directors, employees, agents, and/or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary;" provided Contractor gives City notice of such court order or subpoena. 11.2. Contractor shall promptly notify City should Contractor, its officers, directors, employees, agents and/or subcontractors be served with any summons, complaint,, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court. order or subpoena from any, party regarding this Agreement and the Services performed thereunder or with respect, to any project or property located within the City. -City may, but has no obligation to, represent Contractor or be present at any deposition, hearing or .similar proceeding. Contractor agrees to cooperate fully with City and to. provide City with the opportunity to review any response to discovery requests provided by Contractor. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. 11.3., Contractor's covenants under this 'Section shall survive the termination or expiration of this Agreement. 12.0 Ownership of Work Product Y 12.1. Unless .otherwise agreed upon in writing, all draft and final reports, drawings, specifications, documents-, and other written material of any kind, and any and all images, ideas, concepts, designs including website designs, source code, object code, electronic data and files, and/or other media, whatsoever created or developed by Contractor in the performance of this Agreement (collectively, "Work Product") shall, be considered "works made for hire," for the benefit of City. Upon completion of, or in the event of termination or expiration of 10 of 24 this Agreement, all Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Contractor's consent, provided that Contractor will not be held liable for any use, reuse or modification of the City -owned Work Product for purposes outside this Agreement. Contractor shall not obtain or attempt to obtain copyright protection as to any Work Product. 1-2.2. Contractor hereby assigns to City all ownership and any and all intellectual property rights to the Work Product that are not otherwise vested in City pursuant to Subsection 12.1. 12.3. Contractor warrants and represents that it has secured all necessary •licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all, Work Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product. Contractor shall defend, indemnify and hold City, and its elected and appointed officials, officers, employees, servants, attorneys, designated volunteers, and those City agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Work Product violates federal, state or local laws, or, any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual' property rights and/or interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (1) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Work Product and other deliverables so that they become non -infringing while remaining in compliance with the requirements of this Agreement. These covenants shall survive the expiration and/or termination of this Agreement. 12.4. Upon expiration or termination of the Agreement, Contractor shall deliver to City all Work Product and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Contractor prepares a document on a computer, Contractor shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 11 of 24 13.0 Subcontractors No portion of this. Agreement shall be subcontracted without the prior, written approval of the City. Contractor is fully responsible to City for the performance of any and all subcontractors. 14.0 Prohibition Against Assignment or Delegation Contractor shall not assign any of its rights or interests or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent. Any purported assignment or delegation without City's consent shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, "assignment" and "delegation" means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs. 15.0 Inspection and Audit of Records Contractor shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Contractor shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regularbusinesshours, Contractor shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Contractor shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. I 16.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state -and federal laws. City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services. 12 of 24 Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to the City any hazardous condition noted by Contractor.. 17.0 Insurance 17.1. General Requirements. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Contractor has secured all insurance required under this Section. 17.2. Minimum Scope and Limits of Insurance. Contractor shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement,, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows: 17.2.1. Commercial General Liability Insurance: Contractor shall maintain limits no less than $2,000,000 per occurrence for bodily injury including death, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as. the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds; 17.2.2. Automobile Liability Insurance: Contractor shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto). 17.2.3. Workers' Compensation Insurance and Employer's Liability coverages. Workers' Compensation Insurance in the amount required by law; and Employer's Liability: Contractor shall maintain limits of no less than $1,000,000 per accident and in the aggregate for bodily injury or disease. 17:3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to.do business in California, and satisfactory to the City. 17.4. Additional Insured. 13 of 24 17.4:1. For general liability, insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work. 17.4.2. For automobile liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible. 17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 17.5. Cancellations or Modifications to Coverages. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials; -17.6. Primary and Non -Contributing. Coverage shall be primary insurance as respects the City; its elected officials, officers, employees, agents, designated volunteers and those City agents serving 'as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its elected officials, officers, employees, agents. designated volunteers and those City agents serving as independent contractors in the role of City officials, shall be excess of the Contractor's insurance and shall not be called upon to contribute with it; 17.7. Separation of Insureds. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City,, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City. officials. 14 of 24 17.8. Deductibles and Self -Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Contractor guarantees that, at the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 17.9. Waiver of Subrogation. Each insurance policy procured or maintained pursuant to this Agreement shall expressly waive the insurer's right of subrogation against City and its elected and appointed officials, officers, employees, agents; designated 'volunteers and those City agents serving as independent contractors in the role of City officials. Contractor hereby waives its own rights of recovery and all rights of subrogation against City. 17.10. City Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Contractor's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor's expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor. 17.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Contractor shall furnish "City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required by this Agreement on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that -insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Contractor may also provide complete, certified copies of all required insurance policies to City. Contractor shall maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City reserves the tight to require complete, certified copies of all required insurance policies, at any time. Contractor shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages. 17.12. Indemnity Requirements Not Limiting. Procurement of insurance by Contractor shall not be construed as a limitation of Contractor's liability or as 15 of 24 full performance of Contractor's duty to indemnify City under any provision of this Agreement. 17.13. Broader Coverage/Higher Limits. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If Contractor maintains broader coverage and/or higher .limits than the minimums required above, City requires and shall be entitled_ to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 17.14. Timely Notice of Claims. Contractor shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. 17.15. Subcontractor Insurance Requirements. Contractor shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. 18.0 Indemnification; Hold Harmless, and Duty to Defend 1;8.1., Contractor's Duties. 18.1.1. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City, agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, suits, judgments, penalties, .bid protests, stop notices, liens, losses and injuries of any nature whatsoever, in law or equity, to persons or property, including bodily injury, death, personal injury, property damage, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Liabilities" in this Section 18.0),, whether actual; alleged or threatened, which arise out of, pertain to, or relate to any breach of this Agreement and/or the acts or omissions of Contractor, its officers, directors, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, directors, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Contractor shall defend the Indemnitees in any action or actions filed in connection with any 16 of 24 Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including, all attorneys' fees and experts' costs actually incurred in connection with such defense. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 18.1.2. Contractor shall defend, indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 18.2. Subcontractor Indemnification. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnities, Contractor shall be fully responsible and .indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to; or relate to the acts or omissions of Contractor's subcontractor, its officers, directors, agents, servants, employees, subcontractors, materialmen, contractors or their officers, directors, agents, servants or employees (or any entity or individual that Contractor's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 18.3. Workers' Compensation Acts Not Limiting. Contractor's indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Contractor expressly waives any statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, employees, designated volunteers and those City agents serving as independent contractors in the role of City -officials. 18.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims and/or Liabilities asserted against City or any of the other Indemnitees. 18.5. Survival of Terms. Contractor's indemnifications and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement. 19.0 Non -Discrimination and Equal Employment Opportunity 17 of 24 Contractor affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, .gender identity, gender expression, marital status, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or any other basis prohibited by federal or state laws, including but not limited to, in all activities relating to initial employment, upgrading, demotion, transfer, recruitment, or recruitment advertising, -layoff, or termination. Contractor further warrants that in providing the Services, Contractor shall not discriminate, harass or retaliate against any City official, City employee, City contractor, City consultant, customer, patron, client, or other member of the public because of their race, religion, color, national origin, handicap, ancestry, sex, gender, gender identity, sexual orientation, gender expression, marital status, age, physical disability, mental disability, medical condition, genetic information , military or veteran status, or any other basis prohibited by federal or state laws. 20.0 Worker's Compensation Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 21.0 Prevailing Wage and Payroll Records This Agreement calls for services that, in whole or in part, constitute "public works" as defined in- the California Labor Code, and Contractor shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit G, attached hereto and incorporated by reference herein. 22.0 Payment and Performance Bonds. To the extent required by City, Contractor shall provide a payment bond and/or performance bond in any Purchase Order in accordance with the City's. requirements. F 23.0 Claim Dispute Resolution 23.1. In the event of any dispute or controversy with City over any matter whatsoever, Contractor shall not cause any delay or cessation in or of Work, but shall proceed with the performance of the Work in dispute ("Disputed Work"). Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the parties. The Disputed Work will be 18 of 24 characterized as an "unresolved dispute" and payment, if any, shall be as later determined by mutual agreement or a court of law. Contractor shall keep accurate, detailed records of all Disputed Work, claims and other disputed matters. 23.2. All claims arising out of or related to the Contract Documents or this Agreement, and the consideration and payment of such claims, are subject to the Government Claims Act (Government Code Section 810 et seq.) with regard to filing claims. All construction claims, if any, are also subject to Public Contract Code Section 9204 and Public Contract Code Section 20104 et seq. (Article 1.5), where applicable. This Agreement hereby incorporates those provisions as though fully set forth herein. Contractor or any Subcontractor must file a -claim in accordance with the Government Claims Act as a prerequisite to filing a construction claim in compliance with Section 9204 and Article 1.5 (if applicable), and must then adhere to Article 1.5 and Section 9204, as applicable, pursuant to the definition of "claim" as individually defined therein. 24.0 Antitrust Claims In entering into, this Agreement, Contractor offers and agrees to assign to City all rights, title, and interest in, and to all causes of action it may have. under Section 4 of the Clayton Act (15 U.S.C. Sec. § 1.5) or under the Cartwright Act (Business and Professions Code Section 16700 et seq.) arising from, purchases of goods, services, or materials pursuant to this Agreement. This assignment shall be made and become effective at the time City tenders final payment to Contractor without further acknowledgment by the parties. 25.0 Non -Exclusive Agreement City reserves the right to employ other contractors in connection with the subject matter of the Scope rof Services, or may have its own employees perform the Services contemplated by this Agreement. 26.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 27.0 Severability The invalidity in whole or in- part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. u 28.0 Governing Law and Venue 19 of 24 This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to 'this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach. 29.0 No Third Party Beneficiaries This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement. 30.0 Waiver No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states. a f 31.0 Prohibited Interests; Conflict of Interest 31.1. Contractor covenants that it, presently has no interest .and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which 'would conflict in any manner with the performance of the Services. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as, provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. 31.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and 20 of 24 absolute discretion, to terminate this Agreement .without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. 31.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section. 32.0 Final Payment Acceptance Constitutes Release The acceptance by Contractor of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Contractor for anything done, furnished or relating to Contractor's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Contractor, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Contractor, its employees, subcontractors and agents. x 33.0 Corrections In addition to the indemnification obligations set forth above, Contractor shall correct, at its expense, all errors in the work which may be disclosed during City's review of Contractor's report or plans. Should Contractor fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Contractor. la addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold -payment otherwise owed Contractor under this Agreement up to the amount of the cost of correction. 34.0 Non -Appropriation of Funds Payments to be made to Contractor by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Contractor's Services beyond the current fiscal year, this Agreement shall cover payment for Contractor's Services only to the conclusion of the last 21 of 24 fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 35.0 Mutual Cooperation 35.1. City's Cooperation. City shall provide Contractor with all pertinent Data, documents and other requested information as is reasonably available for Contractor's proper performance of the Services required under this Agreement. 35.2. Contractor's Cooperation. In the event any claim or action is brought against City relating to Contractor's performance of Services rendered under this Agreement, Contractor shall render any reasonable assistance that City requires. 36.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement,that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any- grace or use period allowed in this Agreement. 37.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party :in such litigation shall be entitled to have ,and recover from the losing party all of its attorneys' fees and other costs incurred ,in connection therewith. 38.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms ,of this Agreement, the terms of this Agreementshall control. _ 39.0 Titles and Headings The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it. 22 of 24 40.0 Corporate Authority The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Contractor is formally bound to the provisions of this Agreement. 23 of 24 y F " IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH By: Ltd l L 64RI�nag$ram. City Mana Attest: M Approx 0 Nicholas R. Ghirelli, City Attorney CONTRACTOR: Petrochem Materials Innovation, LLC, a Limited Liability Company By: Name: Its: CEO By: Name: /CR'wa '3�i o & n ;s Its: (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) 24 of 24 EXHIBIT City of Los Angeles Annual Requirements Contract with Petrochem Materials Innovatiop, LLC IT City of Los Angeles, California Ci of Los Angeles Purchasing Agent Contract ID Page 11TContract E 1ST STREET 59680 1 ROOM 110 Contract Dates Rate Date LOS ANGELES CA 90012 01101/2016 to 1213112017 PO Date Description: Contract Maximum Vendor ID: 0000034616 Slurry, Premix R.E.A.S. 66 788 010.00 PETROCHEM MANUFACTURING INC Allow Multicurrency PO 5205 AVENIDA ENCINAS #K CARLSBAD CA 92008 City of Los Angeles' vendors are required to have on file an approved Affirmative Action Plan and Certification. Contact Buyer at the City Purchasing Office at (213-485-3677) for information on this requirement. In order to receive payments from the City of Los Angeles, vendors must have a valid Business Tax Registration Certificate (BTRC) number. Contact the City Clerk's Tax and Permits Division (213485-3916) for information on this requirement. All shipments, shipping papers, invoices and correspondence must be identified with the City of Los Angeles' Contract Purchase Order Number. Overshipments will not be accepted unless authorized by requestor prior to shipment. Terms and conditions of parent contract are bindine on its Contract Purchase Orders. Procurement Analyst: Martha Medina Phone Number: 213-928-9536 E-mail address: Martha. Medina@lacity.org Fax Number: 213-928-9511 Requirements Contract for: "Slurry, Pre -Mix R.E.A.S. " Award No. 59680 Payment Terms: Net 30 Days Delivery: 1 Days ARO RFQ No.:EV4672 Previous Contract: 59180 Renewal Options: 5 Option Date 1 = —1--/-- Option Date 2 = —/—/— Option Date 3 = —!—(— Options Granted: 0 Option Date 4 =--/--1-- Option Date 5 =—/—/— You are hereby notified of the award of this contract with the City of Los Angeles In accordance with RFQ Number EV4672, to furnish the City's annual requirements for the items and/or services identified in this document. The entire RFQ (including Attachment A and specifications) or any items thereof, addendums, and general conditions comprise the contract. The Quotation document signed by the appropriate contractor and by duly authorized City officials is on file in the Purchasing Agent's office. NOTE: SALES TAX WILL BE ADDED AT TIME OF ORDER. The following listed item(s) cover the only product(s) or service(s) approved for purchase under this contract. Products or services requested by the City and not listed in the contract require a separate City Purchase Order in order for the supplier to receive payment. c ti Fo urchasi gent, City of os Angeles, Califomia City of Los Angeles, California Contract City of Los Angeles Purchasing Agent Contract ID Page 11 f E 1ST STREET 59680 2 ROOM 1.10 Contract Dates Rate Date LOS ANGELES CA 90012 01101/2016_ to 1213112017 PO Date Description: Contract Maximum Vendor ID: 0000034616 Slurry, Premix R.E.A.S. 66 786 010.00 PETROCHEM MANUFACTURING INC Allow Multicurrency PO 5205 AVENIDA ENCINAS #K CARLSBAD CA 92008 Item Minimum Order item Contract Maximum Line # ttem ID Item Desc Qty Amt Qty Amt 1 0.00 0 0.00 Premix, Rubberized Emulsion Aggregated Slurry, Type I Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 2.38000 GLL Premix, Rubberized Emulsion, Aggregate Slurry, Type I, all in accordance with Standard Specifications for Public Works Construction 2012 Edition, Sections 203-3.4.4 to 203- 5.54, 302-4.6.4.1 to 302-5.1 and GSD/BSS Specifications for Modified Asphalts, Pavements and Processes, as well as any changes or updates going forward. Prices reflect asphalt prices at 1/1/2016 to $355/ton (liquid) 2 0.00 Price Agreement: Contract Base Price 1 Premix, Rubberized Emulsion Aggregated Slurry, Type II Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date $ 2.01000 GLL 0.00 0 Premix, Rubberized Emulsion, Aggregate Slurry, Type II, all in accordance with Standard Specifications for Public Works Construction 2012 Edition, Sections 203-3.4.4 to 203- 5.54, 302-4.6.4.1 to 302-5.1 and GSD/BSS Specifications for Modified Asphalts, Pavements and Processes, as well as any changes or updates going forward. 3 1 0.00 0 0.00 Premix, Rubberized Emulsion Aggregated Slurry, Type III Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 2.01000 GLL Premix, Rubberized Emulsion, Aggregate Slurry, Type III, all in accordance with Standard Specifications for Public Works Construction 2012 Edition, Sections 203-3.4.4 to 203- 5.54, 302-4.6.4.1 to 302-5.1 and GSD/BSS Specifications for Modified Asphalts, Pavements and Processes, as well as any changes or updates going forward. 4 0.00 Price Agreement: Contract Base Price 1 0.00 0 Service, Regular Time Labor only (application of Central Plant Mixed Slurry) Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date $ 95.00000 HUR SERVICE, LABOR, PER PERSON: Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Regular rate: $ 95.00 Labor rates shall be subject to change in accordance with the applicable prevailing wage, living wage, or minimum wage, and upon supplier's written notification to the Purchasing Agent. Cityof Los Angeles, California Contract City of Los Angeles Purchasing Agent Contract ID Page 111 El ST 1ST STREET 59660 3 ROOM 110 Contract Dates Rate Date LOS ANGELES CA, 90012 01/01/2016 to 12/31/2017 PO Date Description: Contract Maximum Vendor ID: 0000034616 Slurry, Premix R.E.A.S. 66 788 010.00 PETROCHEM MANUFACTURING INC Allow Multicurrency PO 5205 AVENIDA ENCINAS #K CARLSBAD CA 92008 Item Minimum Order Item Contract Maximum Line'#'Item ID Item Desc Qty Amt Qty Amt 5 1 0.00 0 0.00 Service, Overtime Labor only (application of Central Plant Mixed Slurry) Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 142.00000 HUR SERVICE, LABOR, PER PERSON: Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Overtime rate: $142.50 Labor rates shall be subject to change in accordance with the applicable prevailing wage, living wage, or minimum wage, and upon supplier's written notification to the Purchasing Agent. 6 1. 0.00 0 0.00 Rental, Service/Haul Trucks (Bare) Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 200.00000 DAY DAILY, WEEKLY & MONTHLY RENTAL RATES: (Ban:) Daily: $200.00 Minimum rental time: 1 Day Number of units available: 9 7 -1 0.00 0 0.00 Rental, Application Trucks (Bare). Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 252.00000 HUR APPLICATION TRUCKS: (Bare) HOURLY RENTAL RATES: Within the City of Los Angeles, City Limits Hourly: $252.00 Overtime: $252.00 Sunday/Holiday: $252.00 Minimum rental time: 4 Hours Number of units available: 22 City of Los Angeles, California Contract Ci of Los Angeles Purchasing Agent contract 10 Page 11 E 1ST STREET 59680_ 4 ROOM 110 Contract Dates _ Rate Date LOS ANGELES CA 90012 01/0112016 to 1 2/3 11201 7 PO Date Description: Contract Maximum Vendor ID: 0000034616 Slurry, Premix R.E.A.S. 66 788 010.00 PETROCHEM MANUFACTURING INC Allow Multicurrency PO 5205 AVENIDA ENCINAS #K CARLSBAD CA 92008 HOURLY RENTAL RATES: NOT Within the City of Los Angeles, City Limits Hourly: $252.00 Overtime: $252.00 Sunday/Holiday: 5252.00 Minimum rental time: 4 Hours Number of units available: 22 8 1 0.00 0 0.00 Job Tankers, for delivery of Premix, R.E.A.S in trailer mounted 4,000 gallon tank to any location within the City of Los Angeles. Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price S 600.00000 EA JOB TANKER: ddelivery of Premix, R.E.A.S In trailer mounted 4,000 gallon tank to any location within the City of Los Angeles. $600 Per Load 9 1 0.00 0 0.00 Asphalt Binder; Heavy Traffic, Structurally Modified Binder PG 76-10, (City of Los Angeles Custom Mix). Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 800.00000 STN Heavy Traffic Binder: Structurally Modified Binder PG 76-10 Specifications as called in Attachment B of EV 4672, as provided by GSD Bureau of Standards. 10 1 0.00 0 0.00 Delivery, Trucking to Asphalt Plant 1 of Asphalt Binder, Heavy Traffic: Structural Modified PGA 0 (City of Los Angeles Custom Mix). Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price S 17.00000 STN Delivery, Trucking to Asphalt Plant I of Custom Blend, Heavy Traffic Asphalt Binder, Structural Modified PG % City of Los Angeles, California Contract 11tof Los1 E 1ST AngelesPurchasing Agent Contract ID Page ROOM 110 59680 5 Contract Dates Rate Date LOS ANGELES CA 90012 01/01/2016 to 12/31/2017 PO Date Description: Contract Maximum Vendor ID: 0000034616 Slurry, Premix R.E.A.S. 66 788 01,0.00 PETROCHEM MANUFACTURING INC Allow Multicurrency PO 5205 AVENIDA ENCINAS #K CARLSBAD CA 92008 Item Minimum Order Item Contract Maximum Line #Item ID. Item Desc Qty Amt Qty Amt 11 1 0.00 0 0.00 Delivery, Trucking to Asphalt Plant 11 Asphalt Binder, Heavy Traffic, Structural Modified PG -10 (City of Los Angeles Custom Mix). Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 19.00000 STN Delivery, Trucking to Asphalt Plant Ii of Custom Blend, Heavy Traffic Asphalt Binder, Structural Modified PG 10. 12 1 0.00 0 0.00 Rental, of Job Tankers, for Delivery of Premix, R.E.A.S. not within the City of L.A,, (price to include delivery fee and mileage from PMI's shipping Plant). Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 3.00000 SMI For any location outside the City of L.A., delivery change from PMI Shipping Plant $3.00 per mile ($600.00 Minimum) 13 1 0.00 0 0.00 Fine Aggregate Slung Mix: Premixed REAS. Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 3.00000 GLL Specifications as called in Attachment B of EV 4672, as provided by GSD Bureau of Standards. 14 1 0.00 0 0.00 Pump Rental, Specialized Slurry Pump, (pump capable of 250 gallons centralized mix slurry per minute). Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 500.00000 DAY DAILY RENTAL RATES: Daily: $500.00 Minimum rental time: 1 day Number of units available: 12 City of Los Angeles., California Contract City of Los Angeles Purchasing Agent -1 u.uu U Contract ID Page 111 E IST STREET Binder, (City of LA Custom Mix). 59680 6 ROOM 110 Price Quantity: Line Quantity Contract Dates Rate Date LOS ANGELES CA 90012 S 17.00000 STN 01/01/2016 to J2/3112017 PO Date 16 Description: Contract Maximum Vendor ID• 0000034616 Slurry. Premix R.E.A.S. 66 788 010.00 PETROCHEM MANUFACTURING INC Allow Multicurrency PO Price Quantity: Line Quantity 5205 AVENIDA ENCINAS #K Quantity Type: Quantity To Date Contract Base Price CARLSBAD CA 92008 Note' Please include Proof of Delivery/Bili of Lading from common carrier trucking along with their invoice to ensure prompt payment. 15 -1 u.uu U 0.00 Delivery. Trucking (common carrier) to Asphalt Plant I of Asphalt, Heavy Traffic Binder, (City of LA Custom Mix). Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price S 17.00000 STN Note' Please include Proof of Delivery/Bill of Lading from common carrier trucking along with their invoice to ensure prompt payment 16 1 0.00 0 0.00 Delivery, Trucking (common carrier) to Asphalt Plant II of Asphalt, Heavy Traffic Binder, (City of LA Custom Mix). Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 19.00000 STN Note' Please include Proof of Delivery/Bili of Lading from common carrier trucking along with their invoice to ensure prompt payment. 17 1 0.00 0 0.00 Plant Opening Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 1,500.00000 EA Plant Opening: Saturday $1,500 Sunday S 1,500 Holiday $1,500 18 1 0.00 0 0.00 Per Diem for Los Angeles. Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 150.00000 DAY 19 1 0.00 0 0.00 Rental, Storage Tank Portable for Jobsite Work. City of Los Angeles, California Contract City of Los Angeles Purchasing Agent Contract ID 'Page 119 E 1 ST STREET 59680 ROOM 110 Contract Dates Rate Date LOS ANGELES CA 90012 01/01/2016 to 12131/2017 PO Date Description: Contract Maximum Vendor ID: 0000034616 Slurry, Premix R.E.A.S. 66 788 010.00 PETROCHEM MANUFACTURING INC Allow Multicurrency PO 5205 AVENIDA ENCINAS #K CARLSBAD CA 92008 Line # Item ID Item Desc Item Minimum Order Item Contract Maximum Qty Amt Qty Amt Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 1,000.00000 DAY PORTABLE STORAGE TANK RENTAL: DAILY, RENTAL RATES: Daily: $1,000.00 Minimum rental time: 1 Day Number of units available: 5 1; 0.00 0 20 1' 0.00 0 0.00 Rental, Slurry Box PO Date Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 250.00000 DAY SLURRY BOX RENTAL: DAILY, RENTAL RATES: Daily: $ 250.00 Minimum rental time: 1 Day Number of units available: 5 21 1; 0.00 0 0.00 Rental, Delivery, Tanker- Ban:, each load. Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 250.00000 EA TANKER (Bare) DELIVERY, RENTAL: DAILY, RENTAL RATES: $ 200.00 per load Number of units available: 28 City of Los Angeles, California Contract City of Los Angeles Purchasing Agent Contract ID Page 11 f El ST STREET 59680 8 ROOM 110 Contract Dates Rate Date LOS ANGELES CA 90012 01/0112016 to 12/31/2017 PO Date Description: Contract Maximum Vendor ID: 0000034616 SlurrV, Premix R.E.A.S. 66 788.010.00 PETROCHEM MANUFACTURING INC Allow Multicurrency PO 5205 AVENIDA ENCINAS #K CARLSBAD CA 92008 Item Minimum Order Item Contract Maximum Line # item IDitem Desc Qty Amt Qty Amt 22 1 0.00 0 0.00 Labor, Posting and Notifying of Affected Traffic Disruptions Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price S 200.00000 EA LABOR: Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Regular rate: S95.00 Overtime rate: $142.50 Labor rates shall be subject to change In accordance with the applicable prevailing wage, living wage, or minimum wage; and upon supplier's written notification to the Purchasing Agent. 23 I 0.00 0 0.00 Hangtag/Doorknob Notices of Affected Traffic Disruptions Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 0.30000 EA HANG TAG NOTICES: 50.30 Per Hang Tag Notice $300.00 Minimum perjob 24 1 0.00 0 0.00 Traffic Control, To furnish, piacelmaintain traffic signage, excluding electronic, of affected areas, (NO LABOR INVOLVED). Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 1,500.00000 DAY 25 1 0.00 0 0.00 Rental, Sweeper, Mobile Units, to be used "only" should City Sweepers not show up. Price Agreement: Price Date: PO Date Price Quantity: Line Quantity Quantity Type: Quantity To Date Contract Base Price $ 0.01000 HUR HOURLY RENTAL RATES: Hourly: $ 200.00 Overtime: $ 300.00 Sunday/Holiday: $ 400.00 Minimum rental time: 8 Hours City of Los Angeles, California Contract City of Los Angeles Purchasing Agent Contract ID Page 11 . E 1 ST STREET 59680 9. ROOM 110 Contract Dates Rate Date LOS ANGELES CA 90012 01/01/2016 to 1213112017 PO'Date Description: Contract Maximum Vendor ID: 0000034616 Slurry, Premix R.E.A.S. 66 788 010.00 PETROCHEM MANUFACTURING INC Allow Multicurrency PO 5205 AVENIDA ENCINAS #K CARLSBAD CA 92008 Item Minimum Order Item City of Los Angeles, California Contract CJ of Los Angles Purchasing Agent I Contract ID Page 11 E 1ST STREET ` 59680 10 ROOM 110 Contract Dates Rate Date LOS ANGELES CA 90012 01/01/2016 to 12/31/2017 PO Date Description: Contract Maximum Vendor ID: 0000034616 Slum, Premix R.E.A.S. 66.788.010.00 PEiROCHEM MANUFACTURING INC Allow Multicurrency PO 5205 AVENIDA ENCINAS #K CARLSBAD CA 92008 Item Minimum Order Item Contract Maximum Line # Item ID item Desc Qty Amt Qty Amt SUPPLIER CONTACT: Contact Person: Frank B. Hoffman Title: C. F. 0. Telephone No.: 760-603-0961 Fax No.: 760-603-0962 E -Mail Address: frank@pmitechnology.com 24 Hour Contact No.: 760-271-0197 CONTRACT PURCHASE ORDERS: Contract Purchase Orders will be issued during the contract period for materials or services as required. Supplier shall deliver no goods or services until a City department issues a Contract Purchase Order. APPROVED CONTRACT ITEM PURCHASES: The listed items cover the only products approved for purchase under this contract. The City of Los Angeles will not pay any invoice covering the delivery of any merchandise that is not explicitly authorized by this contract. Any products requested by the City not listed in the contract require a separate City Purchase Order in order for the supplier to receive payment. RENEWAL OPTION: The City reserves the right to renew this contract for five additional one(1) year period(s). All renewals shall be on an annual basis and under the same terns and conditions of the original contract. ANNUAL PRICE ADJUSTMENT FOR LONG TERM FIXED PRICE CONTRACTS: Unit Prices for each line item shall be fixed for one year from the contract start date. On contract anniversaries and renewals, unit prices may be adjusted for the next year in accordance with manufacturer's published price adjustments. Any price adjustments shall be mutually agreed upon by the City Purchasing Agent and the supplier. Price increases will not exceed a reasonable amount, supported by written documentation as Indicated In the paragraph below and as determined by the City Purchasing Agent, for any price adjustment. Price reductions may be issued at any time. The City reserves the right to terminate contract without further obligation by either party in event price increases are not acceptable. Escalating factors will not be automatically granted. Requests for price Increases shall be In writing and accompanied by each manufacturer(s) price list(s) with appropriate supporting documents acceptable to the City. Such documents shall include, but not be limited to manufacturerldistributor/dealer invoices, insurance bills, utility bills, freight bills, payroll records, etc. The request shall state the percentage increase and the revised price for each affected contract item. No increases will be granted without prior approval of the City Purchasing Agent. ESTIMATED EXPENDITURES AND THRESHOLD ADJUSTMENT: Total expenditures for the life of this contract, including the initial term and all renewals or extensions, are estimated lobe $67,788,010. No guarantee can be given that this total will be reached or that it will not be exceeded. Supplier agrees to famish more or less in accordance with actual contract requirements. AUTHORIZED DISTRIBUTORIDEALER: The supplier indicates it is an authorized factory distributor/dealer for the manufacturer quoted, or has provided a formal Letter of Certification from the manufacturer, stating that the manufacturer will honor any warranty claims by the City for equipment, parts, and/or materials provided by the supplier. The manufacturer will be responsible for any default of the supplier that is not corrected by the supplier in a timely City of Los Angeles, California Contract City of Los Angeles Purchasing Agent Contract ID Page 111 E IST STREET 59680 11 ROOM 110 Contract Dates Rate Date LOS ANGELES CA 90012 01/01/2016 to 12/31/2017 PO Date Description: Contract Maximum Vendor ID: 0000034616 Slurry,Premix R.E.A.S. 66 788 01 D.00 PETROCHEM MANUFACTURING INC Allow Multicurrency PO 5205 AVENIDA ENCINAS #K CARLSBAD CA 92008 Item Minimum and etticient manner. This responsibility includes replacing incorrect or defective parts, trouble shooting, and correcting problems that are traceable to the manufacturer. LIQUIDATED DAMAGES FOR LATE DELIVERY: Delivery delays beyond the ContracUPurchase Order delivery date will result in added expense to the City. The City of Los Angeles shall be paid damages for such delay. Inasmuch as the amount of damage is extremely difficult to ascertain, the supplier agrees to compensate the City in the amount of $100.00 per calendar day beyond the delivery date specified. This amount shall be fixed as liquidated damages that the City will suffer by reason of such delay, and not as a penalty. The City shall have the right to deduct and retain the amount of such liquidated damages from any monies due the supplier. The supplier shall be entitled to a reasonable extension of time for unavoidable delay in delivery due to causes not reasonably foreseeable by the parties at the time of the Contract/Purchase Order execution, and that are entirely beyond the control and without the fault or negligence of the supplier, including, but not limited to, acts of God or the public enemy, war or other national emergency making delivery temporarily impossible or illegal, acts or omissions of other suppliers, strikes and labor disputes not brought on by any act or omission of the supplier, fire, flood, epidemics, quarantines, or freight embargoes. INSURANCE: The suppliers General Liability and Workers Compensation Insurance Certificates are recorded in the City Administrative Officer's Risk Management Track4LA database. REPRESENTATIVE SAMPLE TESTING: Representative samples may be taken from each delivery and tested for compliance with specifications. Testing costs will be paid by the City for samples that comply. if samples do not comply with requirements, the expense of testing will be charged to the supplier, and delivery will be rejected. The supplier will be required to pick up the rejected material and to make a new delivery within 5 days of notification by the City. Notification will be made by the most effective means to the supplier's designated representative. SALES/USE TAX PAID DIRECTLY TO STATE: Since the supplier has not indicated it has a permit to collect California State sales tax, the City will pay use tax directly to the State of California. No sales tax will be paid to the supplier. EXHIBIT B City of Los Angeles Supply Contract 59680 - Amendment 10 Slurry, Premix R.E.A.S. City of Los Angeles Purchasing Agent 111 E IST STREET ROOM 110 LOS ANGELES CA 90012 CITY OF LOS ANGELES ANNUAL REQUIREMENTS CONTRACT Contract, Number' _ _ ^ Description _ _ RFC Number ARC 40 59680 16 Slurry, Premix R.E.A.S. Contract Dates _ L _ _ P_ayme_nt Terms _ _ Delivery Days ARO _ 12-19-22 to 12-31-23 1 % Net 30 1 Central Purchasing_ _ r ____Vendor _ _ Bill To _ Contact: Martha Medina 000034616 City of Los Angeles Phone: (213) 928-9536 PETROCHEM MATERIALS Supply Svcs., Accounts Payable E-mail: Martha.Medina@lacity.org INNOVATION,LLC 555 Ramirez St., Space 312 6168 INNOVATION WAY Los Angeles CA 90012 CARLSBAD, CA 92009 Reason for Modification Amendment 10 extend 1 yr IM112023 add,itemsi. mmm _ Renewal Period O ontinn Effective Date Expiration Date _ . I ina Itams Line CommodityCode Cl -Description UOM Unit Price Markdown % Markup 0/6 1 30121601 Premix, Rubberized Emulsion GLL $2.8400 Aggregated Slurry, Type I Extended Description: Premix, Rubberized Emulsion, Aggregate Slurry, Type I: Slung made in accordance with Standard Specifications for Public Works Construction 2012 Edition, Sections 203-3.4.4 to 203- 5.54, 302-4.6.4.1 to 302-5.1 and GSD/BSS Specifications for Modified Asphalts, Pavements and Processes, as well as any changes or updates going forward. Prices reflect asphalt prices at 1/1/2016 to $355/ton (liquid) _ 2 30121601 Premix, Rubberized Emulsion GLL $2.3400 Aggregated Slurry, Type II Extended Description: Premix, Rubberized Emulsion, Aggregate Slurry, Type II; All in accordance with Standard Specifications for Public Works Construction 2012 Edition, Sections 203-3.4.4 to 203- 5.54, 302-4.6.4.1 to 302-5.1 and GSD/BSS Specifications for Modified Asphalts, Pavements and Processes,, as well as any changes or updates going forward. 3 30121601 Premix, Rubberized Emulsion GLL $2.3400 _ Aggregated Slurry, Type III *** THIS LINE IS NOT ACTIVE *** Extended Description, Premix, Rubberized Emulsion Aggregated Slurry, Type 111 ARC 40 59680 16 Page 1 Line Commodity Code CL Description UOM Unit Price Markdown % Markup % 4 30121400 Service, Regular Time Labor only HUR $95.0000 (application of Central Pia Extended Description: SERVICE, LABOR, PER PERSON: Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Regular rate: $ 95.00 Labor rates shall be subject to change in accordance with the applicable prevailing wage, living wage, or minimum wage, and upon supplier's written notification to the Purchasing Agent. 5 30121400 Service, Overtime Labor only HUR $142.0000 (application of Central Plant M Extended Description: SERVICE, LABOR, PER PERSON: Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Overtime rate: $ 142.50 Labor rates shall be subject to change in accordance with the applicable prevailing wage, living wage; or minimum wage, and upon supplier's written notification to the Purchasing Agent. 6 721417 Rental, Service/Haul Trucks (Bare) DAY $200.0000 Extended Description: Rental, Service/Haul Trucks (Bare) DAILY, WEEKLY & MONTHLY RENTAL RATES: (Bare) Daily: $200.00 Minimum rental time: 1 Day Number of units available: 9 7 721417 Rental, Application Trucks (Bare). HUR $252.0000 Extended Description: APPLICATION TRUCKS: (Bare) HOURLY RENTAL RATES: Within the City of Los Angeles, City Limits Hourly: $252.00 Overtime: $252.00 Sunday/Holiday: $252.00 "Minimum rental time: 4 Hours" Number of units available: 22 APPLICATION TRUCKS: (Bare) HOURLY RENTAL RATES: NOT Within the City of Los Angeles, City Limits Hourly: $252.00 8 721417 Job Tankers, for delivery of Premix, EA $550.0000 R.E.A.S in trailer moun Extended Description: Job Tankers, for delivery of Premix, R.E.A.S. in trailer mounted 4,000 gallon tank to any location within the City of Los Angeles. JOB TANKER: As needed Delivery of Premix, R.E.A.S in trailer mounted 4,000 gallon tank to any location within the City of Los Angeles. $600 Per Load 9 301216 Asphalt Binder, Heavy Traffic, STN $800.0000 Structurally Modified Binder Extended Description: Heavy Traffic Binder: Structurally Modified Binder PG 76-10 (City of Los Angeles Custom Mix) Specifications as called in Attachment B of EV 4672, as provided by GSD Bureau of Standards. ARC 40 59680 16 Page Line 'Commodity -Code CL Description UOM Unit Price Markdown % Markup.% 10 78121603 Delivery; Trucking to AP1 Asphalt STN $17.0000 Binder, PG 76-10 Extended Description: Delivery, Trucking to Asphalt Plant 1 of Asphalt Binder, Heavy Traffic, Structural Modified PGA 0 (City of Los Angeles Custom Mix). Delivery, Trucking to Asphalt Plant I of Custom Blend, Heavy Traffic Asphalt Binder, Structural Modified PG -10. 11 78121603 Delivery, Trucking - AP2, Asphalt STN $19.0000 Binder, PG 76-10 Extended Description: Delivery, Trucking to Asphalt Plant II Asphalt Binder, Heavy Traffic, Structural Modified PG -10 (City of Los Angeles Custom Mix). Delivery, Trucking to Asphalt Plant II of Custom Blend, Heavy Traffic Asphalt Binder, Structural Modified PG 10. 12 721417 Rental, of Job Tankers, for Delivery of SMI $3.0000 Premix, ,R.E.A.S. not Extended Description: Rental, of Job Tankers, for Delivery of Premix, R.E.A.S. not within the City of L.A., (price to include delivery fee and mileage from PMI's shipping Plant). For any location outside the City of L.A., delivery change from PMI Shipping Plant a $3.00 per mile ($600.00 Minimum) For any location outside the City of L.A., delivery change from PMI Shipping Plant$3.00 per mile ($600.00 Minimum) 13 301216 Fine Aggregate Slurry Mix: Premixed GLL $3.0000 REAS. Extended Description: Fine Aggregate Slurry Mix: Premixed REAS. Specifications as called in Attachment B of EV 4672, as provided by GSD Bureau of Standards. 14 721417 Pump Rental, Specialized Slurry DAY $500.0000 Pump, (pump capable of 250 Extended Description: Pump Rental, Specialized Slurry -Pump. - (Pump capable of 250 gallons centralized mix slurry/minute). DAILY RENTAL RATES: Daily: $500.00 Minimum rental time: 1 day Number of units available: 12 15 78121603 Delivery, Trucking (common carrier) STN $17.0000 AP1, Asphalt, Hvy Bndr Extended Description: Delivery, Trucking (common carrier) to Asphalt Plant I of Asphalt, Heavy Traffic Binder, (City of LA Custom Mix) Note* Please include Proof of Delivery/Bill of Lading from common carrier trucking along with their invoice to ensure prompt payment. 16 78121603 Delivery, Trucking (common carrier) to STN $19.0000 AP2 of Asphalt, Heavy Extended Description: Delivery, Trucking (common carrier) to Asphalt Plant II of Asphalt, Heavy Traffic Binder, (City of LA Custom Mix). Note* Please include Proof of Delivery/Bill of Lading from common carrier trucking along with their invoice to ensure prompt payment. ARC 40 59680 16 Page Line Commodity Code CL Description UOM Unit Price Markdown % Markup % 17 721116 Plant Opening EA $1,500.0000 Extended Description: Plant Opening: For, Saturday, Sunday or Holidays Saturday $1,500 Sunday $ 1,500 Holiday $1,500 18 801116 Per Diem for Los Angeles. DAY $150.0000 Extended Description: Per Diem for Temp Los Angeles personnel 19 721417 Rental, Storage Tank Portable for DAY $1,000.0000 Jobsite Work. Extended Description: Rental, Storage Tank Portable for Jobsite Work. PORTABLE STORAGE TANK RENTAL: DAILY, RENTAL RATES: Daily: $ 1,000.00 Minimum rental time: 1 Day Number of units available: 5 20 721417 Rental, Slurry Box DAY $250.0000 Extended Description: SLURRY BOX RENTAL: DAILY,, RENTAL RATES: Daily: $ 250.00 Minimum rental time: 1 Day Number of units available: 5 21 721417 Rental, Delivery, Tanker - Bare, each EA $200.0000 load. Extended Description: TANKER (Bare) DELIVERY„ RENTAL: DAILY, RENTAL RATES: $ 200.00 per load Number of units available: 28 22 801116 Labor, Posting & Notifying Affected HUR $0.0100 Traffic Disruptions *** THIS LINE IS NOT ACTIVE *"* Extended Description: NOTE: THIS LINE IS BEING REPLACED BY LINES 26 (REG.RATE) & LINES 27 (OVERTIME RATE) LABOR: Labor for work performed In accordance with the RFQ/Contract specifications and requirements attached. Regular rate: $95.00 Overtime rate:, $142.50 Labor rates shall be subject to change, in accordance with the applicable prevailing wage, living wage, or minimum wage, and -upon supplier's written notification to the Purchasing Agent. ARC 40 59680 16 Page Line Commodity Code CL Description UOM Unit Price Markdown % Markup % 23 551215 Hangtag/Doorknob Notices of Affected EA' $0.3000 Traffic Disruptions Extended Description: HANG TAG NOTICES: $0.30 Per Hang Tag Notice $300.00 Minimum per job = (1,000 hang tags) 24 55121710 Traffic Control, To furnish, place/ DAY $1,500.0000 maintain traffic signage, Extended Description: Traffic Control, To furnish, place/maintain traffic signage, excluding electronic, of affected areas, (NO LABOR INVOLVED). 25 721417 Rental, Sweeper, Mobile Units.(only if HUR $0.0100 no showCity Sweeprs) *** THIS LINE IS NOT ACTIVE Extended Description: NOTE: THIS LINE IS BEING REPLACED BY LINES 28 (REG.RATE), LINES 29 (OVERTIME RATE) & LINES 30 (SUNDAY & HOLIDAY) HOURLY RENTAL RATES: Regular Rate Hourly: $ 200.00 Overtime Rate Hourly: $ 300.00 Sunday/Holiday Rate Hourly: $ 400.00 Minimum rental time: 8 Hours Number of units available: 2 26 801116 Labor, Reg .Rate, Posting & Notify HUR $95.0000 Affected TrafficDisrupt Extended Description: NOTE: THIS LINE IS REPLACEMENT FOR LINES 22 (REG.RATE)LABOR: Labor, Posting and Notifying of Affected Traffic Disruptions Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Regular rate: $95.00 r Labor rates shall be subject to change in accordance with the applicable prevailing wage, living wage, or minimum wage, and upon supplier's written notification to the Purchasing Agent. 27 801116 Labor, Ovrtim a Rate, Posting & Notify HUR $142.5000 Affected Traffic I i Extended Description: NOTE: THIS LINE IS REPLACEMENT FOR LINES 22 (Overtime Rate), LABOR: Labor, Posting and Notifying of Affected Traffic Disruptions Labor for work performed in accordance with the RFQ/Contract specifications and requirements attached. Overtime rate: $142.50 Labor rates shall be subject to change in accordance with the applicable prevailing wage, living wage, or minimum wage, and upon supplier's written notification to the Purchasing Agent. 28 721417 Rental, Sweeper, Mobile Unit, Regular HUR $200.0000 rate Extended Description: NOTE: THIS LINE REPLACES LINES 25 (REG.RATE), Rental, Sweeper, Mobile Units, to be used "only" should City Sweepers not show up. HOURLY RENTAL RATES: Regular Rate Hourly: $ 200.00 Minimum rental time: 8 Hours Number of units available: 2 ARC 40 59680 16 Page Line Commodity Code 'CL Description UOM Unit Price Markdown % Markup.% 29 721417 Rental, Sweeper, Mobile Units, HUR $300.0000 Overtime Rate. Extended Description: NOTE: THIS LINE REPLACES LINES 25 (OVERTIME RATE) Rental, Sweeper, Mobile Units, to be used "only" should City Sweepers not show up.: HOURLY'RENTAL RATES: Overtime Rate Hourly: $ 300.00 Minimum rental time: 8 Hours Number of units available: 2 30 721417 Rental, Sweeper, Mobile Units, .Sunday/ HUR $400.0000 Holiday Rate. Extended Description: NOTE: THIS LINE REPLACES LINES 25 (Sunday & HOliday RATE) Rental, Sweeper, Mobile Units, to be used "only" should City Sweepers not show up. HOURLY RENTAL RATES: Overtime Rate Hourly: $ 400.00 Minimum rental time: 8 Hours Number of units available: 2 31 30121601 1781 Slurry, Pilot Program GLL $2.1100 Extended Description: Pilot Program: 1781 Slurry 32 30121601 Cold in Place Recycling, CIR, Pilot GLL $3.6500 Program Extended Description: Pilot Program: CIR 33 30121601 Reclaimed Asphalt Pavement RAP, GLL $2.0100 Central Mixed Slurry, Pilot Extended Description: Pilot Program: Reclaimed Asphalt Pavement RAP, Centrally Mixed Slurry 34 30121601 x Emulsion, Cold Patch, Modified GLL $3.6500 Emulsion, Pilot Program Extended Description: Pilot Program: Emulsion Cold Patch„ Modified Emulsion 35 30121601 Premix, REAS, Type II (76-22 Binder) GLL $2.3500 Extended Description: Premix, Rubberized Emulsion Aggregate Slurry, Type II(76-22 Binder) 36 30121601 1781 -LA (76-22 Binder) GLL $2.3000 Extended Description: 1781-LA,(76-22 Binder) 37 721417 Rental, Pneumatic Rubber Tire Roller DAY $500.0000 Extended Description: Rental, Pneumatic Rubber Tire Roller 38 78121603 Delivery Fee, Job Trailer for delivery of EA $600.0000 Equipment , Extended Description: Delivery Fee, Job Trailer for delivery of Equipment to any location within, the City of Los Angeles 39 30121601 Asphalt Rubber Binder (delivered) STN $975.0000 Extended Description: Asphalt 40 30121601 3/8" Pre -coated Chip (delivered) STN $105.0000 Extended Description: Asphalt 41 801116 Operating Engineer (regular time) HUR $125.0000 Extended Description: Temporary personnel services 42 801116 Operating Engineer (Overtime) HUR $156.5000 Extended Description: Temporary personnel services 43 3012 Chip Spreader (Bare) DAY $1,500.0000 Extended Description: Roads and landscape ARC 40 5968016 Page Line Commodity Code CL Description UOM Unit Price Markdown % Markup % 44 721417 Chip Spreader (Bare) DAY $1,500.0000 Extended Description: CONSTRUCTION MACHINERY AND EQUIPMENT RENTAL OR LEASING SERVICES 45 721417 Steel Drum Roller (Bare) DAY $500.0000 Extended Description: CONSTRUCTION MACHINERY AND EQUIPMENT RENTAL OR LEASING SERVICES 46 721417 Chip Spreader (delivery) DAY $600.0000 Extended Description: CONSTRUCTION MACHINERY AND EQUIPMENT RENTAL OR LEASING SERVICES Authorized By ARC 40 59680 16 Page Annual Requirements Contract Clauses, Terms, and Conditions Line Item Provisions Clauses and Comments on PDF Document Provisions Section intentionally left blank. Supporting Documents CONTRACT COMMENTS ARC 40 59680 16 Page Document ID Document Phase 1 Document, Description I Page 9 59680 Final Slurry, Premix R.E.A.S. of 12 INTENTIONALLY LEFT BLANK TO ADD CLAUSES AND COMMENTS. Document ID Document Phase Doc merit_DecriptiQn Page ement Analyst: M Medina Pone 1 um er: 2113-928-9536 10 �ssdalress: Martha.Me i s@lacity.org sin I��tmhcF_a k3-928-9511 lof 12 Requirements Contract for: **Slurry, Pre -Mix R.E.A.S. ** Award No. 59680 Payment Terms: 1.88% net 30 days Delivery: 1 Days ARO RFQ No.:EV4672 Previous Contract: 59180 Renewal Options: 5 Option Date 1 =--/--/-- Option Date 2 = --/--1— Option Date 3 = --/—/-- Options Granted: 0 Option Date 4 =--/--/-- Option Date 5 = —/—/-- You are hereby notified of the award of this contract with the City of Los Angeles in accordance with RFQ Number EV4672, to furnish the City's annual requirements for the items and/or services identified in this document. The entire RFQ (including Attachment A and specifications) or. any items thereof, addendums, and general conditions comprise the contract. The Quotation document signed by the appropriate contractor and by duly authorized City officials is on file in the Purchasing Agent's office. NOTE: SALES TAX WILL BE ADDED AT TIME OF ORDER. The following listed item(s) cover the only product(s) or service(s) approved for purchase under this contract. Products or services requested by the 'City and not listed in the contract require a separate City Purchase Order in order for the supplier to receive payment. SUPPLIER CONTACT: Contact Person: Frank B. Hoffman, Title: C. F. O. Telephone No.: 760-603-0961 Fax No.: 760-603-0962 E -Mail Address: frank@pmitechnology.com 24 Hour Contact No.: 760-271-0197 CONTRACT PURCHASE ORDERS: Contract Purchase Orders will be issued during the contract period for materials or services as required. Supplier shall deliver no goods or services until a City department issues a Contract Purchase Order. APPROVED CONTRACT ITEM PURCHASES: The listed items cover the only products approved for purchase under this contract. The City of Los Angeles will not pay any invoice covering the delivery of any merchandise that is not explicitly authorized by this contract. Any products requested by the City not listed in the contract require a separate City Purchase Order in order for the supplier to receive payment. RENEWAL OPTION: The City reserves the right to renew this contract for 5 additional one (1) year period(s). All renewals shall be on an annual basis and under the same terms and conditions of the original contract. ANNUAL PRICE ADJUSTMENT FOR LONG TERM FIXED PRICE CONTRACTS: Unit Prices for each line item shall be fixed for one year from the contract start date. On contract anniversaries and renewals, unit prices may be adjusted for the next year in accordance with manufacturer's published price adjustments. Any price adjustments shall be mutually agreed upon by the City Purchasing Agent and the supplier. Price increases will not exceed a reasonable amount, supported by written documentation as indicated in the paragraph below and as determined by the City Purchasing Agent, for any price adjustment. Price reductions may be issued at any time. The City reserves the right to terminate contract without further obligation by either party in event price increases are not acceptable. Escalating factors will not be automatically granted. Requests for price increases shall be in writing and accompanied by each manufacturer(s) price list(s) with appropriate supporting documents acceptable to the City. Such documents shall include, but not be limited to manufacturer/distributor/dealer invoices, insurance bills, utility bills, each affeeoc trr�e,��t ID Document phase Document Description . Page erg alts, payroll re ords; etc. The request hall state the percentage increase and the revise ice fo i3�ritract item. Final �slurrv. No increases will be granted without prior approval of the City Purchasing Agent.ESTIMATED EXPENDITURES AND THRESHOLD ADJUSTMENT: Total expenditures for the life of this contract, including the initial term and all renewals or extensions, are estimated to be $67,788,010. No guarantee can be given that this total will be reached or that it will not be exceeded. Supplier agrees to furnish more or less in accordance with actual contract requirements. AUTHORIZED DISTRIBUTOR/DEALER: The supplier indicates it is an authorized factory distributor/dealer for the manufacturer quoted, or has provided a formal Letter of Certification from the manufacturer, stating that the manufacturer will honor any warranty claims by the City for equipment, parts, and/or materials provided by the supplier. The manufacturer will be responsible for any default of the supplier that is not corrected by the supplier in a timely and efficient manner. This responsibility includes replacing incorrect or defective parts, trouble shooting, and correcting problems that are traceable to the manufacturer. ANNUAL PRICE ADJUSTMENT FOR LONG TERM FIXED PRICE CONTRACTS: Unit Prices for each line item shall be fixed for one year from the contract start date. On contract anniversaries and renewals, unit prices may be adjusted for the next year in accordance with manufacturer's published price adjustments. Any price adjustments shall be mutually agreed upon by the City Purchasing Agent and the supplier. Price increases will not exceed a reasonable amount, supported by written documentation as indicated in the paragraph below and as determined by the City Purchasing Agent, for any price adjustment. Price reductions may be issued at any time. The City reserves the right to terminate contract without further obligation by either party in event price increases are not acceptable. Escalating factors will not be automatically granted. Requests for price increases shall be in writing and accompanied by each manufacturer(s) price list(s) with appropriate supporting documents acceptable to the City. Such documents shall include, but not be limited to manufacturer/distributor/dealer invoices, insurance bills, utility bills, freight bills, payroll records, etc. The request shall state the percentage increase and the revised price for each affected contract item. No increases will be granted without prior approval of the City Purchasing Agent. LIQUIDATED DAMAGES FOR LATE DELIVERY: Delivery delays beyond the Contract/Purchase Order delivery date will result in added expense to the City. The City of Los Angeles shall be paid damages for such delay. Inasmuch as the amount of damage is extremely difficult to ascertain, the supplier agrees to compensate the City in the amount of $100.00 per calendar day beyond the delivery date specified. This amount shall be fixed as liquidated damages that the City will suffer by reason of such delay, and not as a penalty. The City shall have the right to deduct and retain the amount of such liquidated damages from any monies due the supplier. The supplier shall be entitled to a reasonable extension of time for unavoidable delay in delivery due to causes not reasonably foreseeable by the parties at the time of the Contract/Purchase Order execution, and that are entirely beyond the control and without the fault or negligence of the supplier, including, but not limited to, acts of God or the public enemy, war or other national emergency making delivery temporarily impossible or illegal, acts or omissions of other suppliers, strikes and labor disputes not brought on by any act or omission of the supplier, fire, flood, epidemics, quarantines, or freight embargoes. INSURANCE: The suppliers General Liability and Workers Compensation Insurance Certificates are recorded in the City Administrative Officer's Risk Management Track4LA database. . Premix R.E.A S. pf �� bills, each affeeoc trr�e,��t ID Document phase Document Description . Page erg alts, payroll re ords; etc. The request hall state the percentage increase and the revise ice fo i3�ritract item. Final �slurrv. No increases will be granted without prior approval of the City Purchasing Agent.ESTIMATED EXPENDITURES AND THRESHOLD ADJUSTMENT: Total expenditures for the life of this contract, including the initial term and all renewals or extensions, are estimated to be $67,788,010. No guarantee can be given that this total will be reached or that it will not be exceeded. Supplier agrees to furnish more or less in accordance with actual contract requirements. AUTHORIZED DISTRIBUTOR/DEALER: The supplier indicates it is an authorized factory distributor/dealer for the manufacturer quoted, or has provided a formal Letter of Certification from the manufacturer, stating that the manufacturer will honor any warranty claims by the City for equipment, parts, and/or materials provided by the supplier. The manufacturer will be responsible for any default of the supplier that is not corrected by the supplier in a timely and efficient manner. This responsibility includes replacing incorrect or defective parts, trouble shooting, and correcting problems that are traceable to the manufacturer. ANNUAL PRICE ADJUSTMENT FOR LONG TERM FIXED PRICE CONTRACTS: Unit Prices for each line item shall be fixed for one year from the contract start date. On contract anniversaries and renewals, unit prices may be adjusted for the next year in accordance with manufacturer's published price adjustments. Any price adjustments shall be mutually agreed upon by the City Purchasing Agent and the supplier. Price increases will not exceed a reasonable amount, supported by written documentation as indicated in the paragraph below and as determined by the City Purchasing Agent, for any price adjustment. Price reductions may be issued at any time. The City reserves the right to terminate contract without further obligation by either party in event price increases are not acceptable. Escalating factors will not be automatically granted. Requests for price increases shall be in writing and accompanied by each manufacturer(s) price list(s) with appropriate supporting documents acceptable to the City. Such documents shall include, but not be limited to manufacturer/distributor/dealer invoices, insurance bills, utility bills, freight bills, payroll records, etc. The request shall state the percentage increase and the revised price for each affected contract item. No increases will be granted without prior approval of the City Purchasing Agent. LIQUIDATED DAMAGES FOR LATE DELIVERY: Delivery delays beyond the Contract/Purchase Order delivery date will result in added expense to the City. The City of Los Angeles shall be paid damages for such delay. Inasmuch as the amount of damage is extremely difficult to ascertain, the supplier agrees to compensate the City in the amount of $100.00 per calendar day beyond the delivery date specified. This amount shall be fixed as liquidated damages that the City will suffer by reason of such delay, and not as a penalty. The City shall have the right to deduct and retain the amount of such liquidated damages from any monies due the supplier. The supplier shall be entitled to a reasonable extension of time for unavoidable delay in delivery due to causes not reasonably foreseeable by the parties at the time of the Contract/Purchase Order execution, and that are entirely beyond the control and without the fault or negligence of the supplier, including, but not limited to, acts of God or the public enemy, war or other national emergency making delivery temporarily impossible or illegal, acts or omissions of other suppliers, strikes and labor disputes not brought on by any act or omission of the supplier, fire, flood, epidemics, quarantines, or freight embargoes. INSURANCE: The suppliers General Liability and Workers Compensation Insurance Certificates are recorded in the City Administrative Officer's Risk Management Track4LA database. ppEe entINase Document Description Page REP loSTPMRE SAM : 12 Repz snotive samples may lWoken from each del1SWWp0afiwRMfijsrompliance with specificatio Sf Tj` s ' g is 41, —CA of costs will be paid by the Cityfor samples that comply. If samples do not comply with requjremen , e exp testing will be charged to the supplier, and delivery will be rejected. The supplier will be required to pick up the rejected material and to make a new delivery within 5 days of notification by the City. Notification will be made by the most effective means to the supplier's designated representative. SALES/USE TAX PAID DIRECTLY TO STATE: Since the supplier has not indicated it has a permit to collect California State sales tax, the City will pay use tax directly to the State of California. No sales tax will be paid to the supplier. t REPRESENTATIVE SAMPLE'TESTING: Representative samples may be taken from each delivery and tested for compliance with specifications. Testing costs will be paid by the City for samples that comply. If samples do not comply with requirements, the expense of testing will be charged to the supplier, and delivery will be rejected. The supplier will be required to pick up the rejected material and to make a new delivery within 5 days of notification by the City. Notification will be made by the most effective means to the supplier's designated representative. SALES/USE TAX PAID DIRECTLY TO STATE: Since the supplier has not indicated it has a permit to collect California State sales .tax, the City will pay use tax directly to the State of California. No sales tax will be paid to the supplier. OTHER GOVERNMENT AGENCY PURCHASES: Other government agencies may make purchases using the prices, terms and conditions of this contract. CITY OF LOS ANGELES CALIFORNIA TONYM. ROYSTER C-FR;FFtPL MNWYGER AND CTIY FU JC ASING AGENT December 19, 2022 Petrochem Manufacturing, Inc. 6168 Innovation Way Carlsbad, CA 92009 'KARENBASS MAYOR DEPARTMQYT GF GENERALSERVICES FCCM 701 CITY FALL. SOUTH 111 EAST FIRST STREET -1 Los ANGELES. CA 90012 (21 3) 928-9555 FAX NO. (21 3) 928-951 5 SUBJECT: CITY OF LOS ANGELES SUPPLY CONTRACT 59680 -AMENDMENT 10 SLURRY, PREMIX RE.AS._ The subject contract is hereby extended to December 31, 2023 The following items are being added, effective 01/01/2023: Line# Description Price 39 Asphalt Rubber Binder (Delivered) $975/Ton 40 3/8" Precoated Chip (Delivered) $105/Ton 41 Operating Engineer (Regular Time) $125.00/Hour 42 Operating Engineer (Overtime) $156.50/Hour 43 Chip Spreader (Bare) $1,500.00/Day 44 Distributor Truck (Bare) $2,000.00/Day 45 Steel Drum Roller (Bare) $500.00/Day 46 Chip Spreader (Delivery) $600/Each This Agreement may be executed in one or more counterparts, and by the parties in . separate counterparts, each o f which when executed shall be deemed to be an original but all of which taken togethershall constitute one and the same agreement The parties further agree that facsimile signatures or signatures scanned into .pdf (or signatures in another electronic format designated by City) and sent by e-mail shall be deemed original signatures. `~°=^' ` AN EQUAL EMPLOYMENT OPPORTUNITY - AFFIRMATIVE ACTION EMPLOYER U& Cont.ARC 59680, Amendment 10 -2- 12/19/2022 All other contract terms and conditions remain unchanged and in force. Questions regarding this contract modification should be addressed to Martha Medina, at 213-928-9536, or via e-mail to Martha.Medina@lacity.org. Tony M. Royster General Manager and City Purchasing Agent By: c. _ Sup y Services Manager Approved as to Form Hydee Feldstein Soto City Attorney Kimbeffy D. Miera Deputy City Attorney EXHIBIT C City of Los Angeles Supply Contract 59680 - Amendment 11 Slurry, Premix R.E.A.S. CITY OF LOS ANGELES CALIFORNIA TONY M. ROYSTER GENERAL MANAGER AND CITY PURCHASING AGENT February 14, 2023 Petrochem Manufacturing, Inc. 6168 Innovation Way Carlsbad, CA 92009 KAREN BASS MAYOR DEPARTMENT OF GENERAL SERVICES ROOM 701 CITY HALL SOUTH I I 1 EAST FIRST STREET LOS ANGELES. CA 90012 (213) 928-9555 FAX No. (213) 928-9515 SUBJECT: CITY OF LOS ANGELES SUPPLY CONTRACT 59680 —AMENDMENT 11 SLURRY, PREMIX R.E.A.S. The following price changes are effective 02/13/2023: Line # Description Old Price New Price - 4 Service, Regular Time, Labor Only, Per Person 5 Service, Overtime, Labor Only, Per Person 18 Per Diem for Los Angeles Personnel 26 Labor, Regular Rate, Labor, Posting & Notify of Affected Traffic Disruptions 27 Labor, Overtime Rate, Labor, Posting & Notify of Affected Traffic Disruptions 28 Rental, Sweeper, Mobile Unit, Regular Rate The following items are being added effective 02/13/2023: $ 95.00/hour $110.00/hour $142.50/hour $161.50/hour $150.00/day $256.00/day $ 95.00/hour $110.00/hour $142.50/hour $161.50/hour $200.00/hour $300.00/hour Line # Description Price 47 Traffic Control Plans 48 Traffic Control, Changeable Message Signs $200.00/each $225.00/each This Agreement may be executed in one or more counterparts, and by the parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. The parties further agree that facsimile signatures or signatures scanned into . pdf (or signatures in another electronic format designated by City) and sent by e-mail shall be deemed original signatures. All other contract terms and conditions remain unchanged and in force. Questions regarding this contract modification should be addressed to Martha Medina, Procurement Analyst, at 213-928- 9536 or via e-mail Martha. Medina@lacity.org. t'" AN EQUAL EMPLOYMENT OPPORTUNITY -AFFIRMATIVE ACTION EMPLOYER�� 59680, Amendment 11 -2- 2/16/2023 Tony M. Royster 7MN General Manager and City Purchasing Agent By: flTAL Supply Servic s MeAger Approved as to Form Hydee Feldstein Soto City Attorney Kimberl. D . Miera Deputy City Attorney EXHIBIT D City of Los Angeles Supply Contract 59680 - Amendment 12 Slurry, Premix R.E.A.S. CITY OF LOS ANGELES CALIFORNIA TONY M. ROYSTER GENERAL MANAGER AND CITY PURCHASING AGENT March 24, 2023 Petrochem Manufacturing, Inc. 6168 Innovation Way Carlsbad, CA 92009 KAREN BASS MAYOR DEPARTMENT OF GENERAL SERVICES ROOM 701 CITY HALL SOUTH 1 1 1 EAST FIRST STREET LOS ANGELES. CA 90012 (213) 92B-9555 FAX No. (213) 928-9515 SUBJECT: CITY OF LOS ANGELES SUPPLY CONTRACT 59081 —AMENDMENT 12 SLURRY, PREMIX R.E.A.S. The following price changes are effective 0312012023: Line # Description Old Price New Price 1 Premix REAS Type 1 $2.84 $2.67 2 Premix REAS Type 11 $2.34 $2.22 3 Premix REAS Type III $2.34 $2.22 This Agreement may be executed in one or more counterparts, and by the parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. The parties further agree that facsimile signatures or signatures scanned into . pdf (or signatures in another electronic format designated by City) and sent by e-mail shall be deemed original signatures. All other contract terms and conditions remain unchanged and in force. Questions regarding this contract modification should be addressed to Martha Medina, Procurement Analyst, at 213-928- 9536 or via e-mail Martha.Medina@lacity.org. Tony M. Royster General Manager and City Purchasing Agent By: Supply Services Manager in Approved as to Form Hydee Feldstein Soto City Attorney Kimberly D. Miera Deputy City Attorney Zito.- AN EQUAL EMPLOYMENT OPPORTUNITY - AFFIRMATIVE ACTION EMPLOYER � EXHIBIT E City of Los Angeles Supply Contract 59680 - Amendment 13 Slurry, Premix R.E.A.S. CITY OF LOS ANGELES CALIFORNIA TONY M. ROYSTER DEPARTMENT OF GENERAL MANAGER AND ., FSq� CITY PURCHASING AGENT y GENERAL SERVICES ROOM 701 t a CRY HALL SOUTH 1 1 EAST FIRST STREET 6 •� ��T� LOS ANGELES. CA 90012 % - � 928-9555 No. ( FAX No. (2I3) 928.9515 KAREN BASS MAYOR April 3, 2023 Petrochem Manufacturing, Inc. 6168 Innovation Way Carlsbad, CA 92009 SUBJECT: CITY OF LOS ANGELES SUPPLY CONTRACT 59680 —AMENDMENT 13 SLURRY, PREMIX R.E.A.S. The following items are being added effective 04/3/2023: Item # Description Price 49 Planer/Grinder attachment, Bobcat. Delivery included $1950.00/day This Agreement may be executed in one or more counterparts, and by the parties in separate counterparts, each of which when executed shall be deemed to be an original but afl of which taken together shall constitute one and the same agreement. The parties further agree that facsimile signatures or signatures scanned into . pdf (or signatures in another electronic format designated by City) and sent by e-mail shall be deemed original signatures. All other contract terms and conditions remain unchanged and in force. Questions regarding this contract modification should be addressed to Martha Medina, Procurement Analyst, at 213-928- 9536 or via e-mail Martha.Medina@lacity.org. Tony M. Royste� General Manager and City Purchasing Agent By: Supply Services Manager Approved as to Form Hydee Feldstein Soto City Attorney in Kimberly D. Miera Deputy City Attorney AN EQUAL EMPLOYMENT OPPORTUNITY—AFFIRMATIVE ACTION EMPLOYER EXHIBIT F TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that,. in whole or in part, constitute "public works" as defined .in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter I"). Further, Contractor acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as 'to those Services that are "public works", Contractor shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Contractor shall be registered with the .Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant. to Section 1725.5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Contractor shall immediately notify City.. 4. Pursuant to Labor Code Section 1771.4, Contractor's Services are subject to compliance monitoring and enforcement by DIR. Contractor shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification,. or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on. request. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement. 6. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Contractor shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. 7. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. B. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California. Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Contractor shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California_, Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Contractor -and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Contractor or any subcontractor becomes debarred or suspended during the duration of the project, Contractor shall immediately notify City. 10. Contractor acknowledges that eight hours labor constitutes a legal day's work. Contractor shall comply with, and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code .Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Contractor in excess, of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon', compensation for all hours worked in excess, of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861; Contractor hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Contractor under this Section shall survive the termination of the Agreement. PETRMAN-01 Ft P=Mrr .ate �* CERTIFICATE OF LIABILITY INSURANCE FDAT117/2D/YYYY) TYPE OF INSURANCE 8/17/2023 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 Ito the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OC36861 San Diego-Aliiant Insurance Services, Inc. 701 B St 6th FI San Diego, CA 92101 cAME:ONrncr Sheila West N PHONE pAX (A/C, No, Ext): (817) 529-1053 (AIC, No): E-MAIL , Sheila.West a(�Alliant.com INSURERS AFFORDING COVERAGE NAIC # X INSURER A: Crum &.ForsterSpecialty Insurance Company 44520 GLO-091457 INSURED INSURER B: Zurich American Insurance Company 16535 INSURER C: Petrochem Materials Innovation, LLC 6169 Innovation Way Carlsbad, CA 92009 INSURER D : INSURER E • INSURER F •- GUVI-HAU*-3 CFRTIFIr'ATF IJIIMRFD• — 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. IITR TYPE OF INSURANCE INDDL WVD SUER POLICY.NUMBER MM/DDI EFF POLICY EXP YY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS-MADE(OCCUR X X GLO-091457 10/1/2022 10/1/2023 EACH OCCURRENCE $ 1,000,000 DAMAGETSESORENTED $ 50,000 MED EXP (Any one erson S X Ded - $5,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ] PEgr LOC GENERAL AGGREGATE S 2,000,000 x m PRODUCTS-COMP/OPAGG $ 2,000,000 S OTHER: B AUTOMOBILE LIABILITY ANY AUTO OWNED' SCHEDULED. AUTOS ONLY AUTOS AUTOS ONLY X ATOS ON! Y X X BAP106300404. 10/1/2022 10/1/2023 COMBINED SINGLE LIMIT $ 1,000,000 cc3denIx BODILY INJURY -Per erson S. BODILY BODILY INJURY Per accident S Perr as tlen DAMAGE S A X UMBRELLA UAB EXCESS LIAB X OCCUR CLAIMS -MADE SEO-120522 10/1/2022 10/1/2023 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED RETENTION$ a $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?❑Y (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N /A X 0106300304 10/1/2022 10/1/2023 , X PER. OTH- TA'fLITE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE'- POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES lACORD 101, Additional Remarks Schedule, may be attached if more space Is required) The City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials are named as Additional Insured. Coverage is Primary and Non -Contributory. Waiver of Subrogation applies. 30 Days' Notice of Cancellation applies. CERTIFICATE HOLDFR CAN(`FI I ATIC)M ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Ci of Seat Beach 211 - 8th Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE - 2% 64..-- x ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: GLO-091457 COMMERCIAL GENERAL LIABILITY' CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT;CAREFULLY. Y ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And'Descri tion Of Completed Operations As required by written contract signed prior to the As required by written contract signed prior to the "bodily injury" or "property damage". "bodily injury" or "property damage" and if covered under,this policy. 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 B. With respect to the insurance afforded to these additional insureds, the following is` added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. 2. If coverage provided to the additional insured is This endorsement shall not increase the required by a contract or agreement, the applicable limits of insurance. 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. CG 20 3712 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 Policy Number: GLO-091457 COMMERCIAL GENERAL LIABILITY CG 20 33 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATICSTATUS WHEN REQUIRED IN A WRITTEN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surreys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury",, involved the rendering of or the failure to render any professional architectural, engineering or surveying services. CG 20 33 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 Policy Number: GLO-091457 11 2. 'Bodily injury" or "property damage" occurring after: a. All work, including materials, parts or equipment furnished in connection with such work,, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or b. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. N C. With respect to the insurance afforded to these additional insureds, the following is added to Section 111— Limits Of Insurance: The most we will pay .on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement you have entered into with the additional insured; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. C CG 20 33 12 19 © Insurance Services Office, Inc., 2018 Page 2 of 2 Policy Number: GLO-091457 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided..under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision'to the contrary: Primary And Noncontributory Insurance This insurance is primary to anis will not seek contribution from any other insurance available to an additional insured under this" policy provided that: (1)The additional insured is a named insured under such other insurance; and (2) You have agreed in writing in a contract or agreement prior to the injury or damage that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured where the additional insured is a named insured. However, the insurance provided under this endorsement will not apply beyond the extent required by sych contract or agreement. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. CFSIC-GL-1002(09/2020) Page 1 of 1 Policy Number: GLO-091457 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: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Person or Organization: Any person or organization you have agreed in a written contract to waive any right of recovery against provided the written contract is signed prior to the injury or damage Effective Date: The later of the effective date of this policy, the date of this endorsement, or the date on which "your work" first started on the project to which this endorsement applies, but,,in no event later than the policy expiration date or applicable earlier termination date of this policy The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown 'in the 'Schedule above because °of payments we make for injury or damage arising out of your ongoing operations. This endorsement applies only: 1. to ongoing operations performed by the Named Insured for the person or organization named above on or after the effective date of this endorsement; and 2. when you and such person or organization have agreed in writing in a contract or agreement entered into prior to the loss or occurrence that such right of recovery is waived; and 3. when the "suit" for damages against the person or organization in the Schedule is based on the Named Insured's sole negligence. Subrogation shall not be waived with respect to any liability arising directly or indirectly out of any of the following actions of persons or organizations named above: 1. "Professional services"; 2. Modifying or changing specifications without the express written consent of the Named Insured; or 3. Any activities beyond the scope of monitoring the progress of the Named Insured. For the purposes of this endorsement, "professional services" includes but is not limited to the following: 1. Preparing, approving, recommending, or failing to prepare, approve, or recommend maps, drawings, opinions, reports, surveys, change orders, designs, specifications, hazard assessment plans, response actions, abatement methods or products, air monitoring plans, or insurance requirements; 2. Supervisory, inspection, training, or engineering services; and/or 3. Monitoring, testing, analysis, legal, accounting, architectural, medical, processing, consulting, or advisory services. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. This endorsement forms a part of the Policy to which attached, effective on the inception date of the Policy unless otherwise stated herein. (The following information is required only when this endorsement is issued subsequent to preparation of the Policy.) Endorsement effective: 10-1-2022 Policy No.: Endorsement No. : Named Insured: Countersigned by CFSIC-GL-2490(10/2013) Page 1 of 1 POLICY NUMBER: BAP106300404 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: PETROCHEM MATEMALS'INNOVATION, LLC - Endorsement Effective Date: 10/01/2022 SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION TO WHOM OR TO WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS OR ADDITIONAL INSURED STATUS ON A PRIMARY, NON-CONTRIBUTORY BASIS, IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW. Information required to complete this Schedule if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.I. of Section 11 — Covered Autos Liability Coverage .in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2..of Section 1 — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 Coverage Extension Endorsement Roy E. Whitehead, Inc. ZURICHe Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. I Producer No. Add'I. Prem Return Prem. BAP 106300404 10/01/2022 10/01/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section 11— Covered Autos Liability Coverage: The following are also "insureds": a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment — Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II' — Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. U -CA -424-F CW (04/14) Page 1 of 6 Includes copyrighted material .of Insurance Services Office, Inc., with its permission. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II — Covered Autos Liability Coverage does not apply. D. Driver Safety Program Liability and Physical Damage Coverage 1. The following is added to the Racing Exclusion in Section II — Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" ,participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. 2. The following is added to Paragraph 2. in the Exclusions of Section III — Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in the Exclusions of Section IV — Physical Damage Coverage of the Motor Carrier Coverage Form: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Lease or Loan Gap Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Lease Or Loan Gap Coverage In the event of a total 'loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less: a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any: (1) Overdue lease or loan payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; r (4) Costs for extended warranties, credit life insurance, health, accident or disability insurance purchased with the loan or lease; and (5) Carry-over balances from previous leases or loans. F. Towing and Labor Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following: We will pay up to $75 for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. G. Extended Glass Coverage The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section: If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. H. Hired Auto Physical Damage — Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following: Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by: U -CA -424-F CW (04/14) Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto'; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3000. I. Personal Effects Coverage The following is added to the Coverage Provision of the Physical Damage Coverage Section: Personal Effects Coverage a. We will pay up to $750 for "loss" to personal effects° which are: (1) Personal property owned by an "insured'; and (2) In or on a covered "auto".. b. Subject to Paragraph a. above, the amount to be paid for "loss" to personal effects will be based on the lesser of: (1) The reasonable cost to replace; or (2) The actual cash value. c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered "auto". No deductible applies to this coverage. However, we will not pay for 'loss" to personal effects of any of the following: (1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other documents of value. (2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches, precious or semi-precious stones. (3) Paintings, statuary and other works of art. (4) Contraband or property in the course of illegal transportation .or trade. (5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. Any coverage provided by this Provision is excess over any other insurance coverage available for the same 'loss". J., Tapes, Records and Discs Coverage 1. The Exclusion in Paragraph 13.4.a. of Section III — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.2.c. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply. 2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section: Ay We will pay for 'loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices: (a) Are the property of an "insured"; and (b) Are in a covered "auto" at the time of "loss". The most we will pay for such 'loss" to tapes, records, discs or other similar devices is $500. The Physical Damage Coverage Deductible Provision does not apply to such 'loss". U -CA -424-F CW (04/14) Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. K. Airbag Coverage The Exclusion in Paragraph 13.3.a. of Section 111— Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph 13.4.a. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag. L. Two or More Deductibles The following is added to the Deductible Provision of the Physical Damage Coverage Section: If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered "auto" on a per vehicle basis: 1. If the deductible on this policy or Coverage Form .is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. M. Physical Damage — Comprehensive Coverage — Deductible The following is added to .the Deductible Provision of the Physical Damage Coverage Section: Regardless of the number of covered "autos" damaged or stolen, the maximum deductible that will be applied to Comprehensive Coverage for all "loss" from any one cause is $5,000 or the deductible shown in the Declarations, whichever is greater. N. Temporary Substitute Autos — Physical Damage 1. The following is added to Section 1— Covered Autos: Temporary Substitute Autos Physical Damage if Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered "autos" for Physical Damage Coverage: Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto" you do own but is out of service because of its: 1. Breakdown; 2. Repair; 3. Servicing; 4. "Loss'; or 5. Destruction. 2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section: Temporary Substitute Autos — Physical Damage We will pay the owner for "loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party. The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces. O. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or "loss" is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any U -CA -424-F CW (04/14) Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as.soon as practicable: (1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit', (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will' not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. P. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the accident or loss arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. Q. Employee Hired Autos — Physical Damage Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the. Other Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official's duties as respect their obligations to you. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". R. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of "autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. S. Hired Auto — World Wide Coverage Paragraph 7a.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5) Anywhere in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, T. Bodily Injury Redefined The definition of "bodily injury' in the Definitions Section is replaced by the following: "Bodily injury' means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. U -CA -424-F CW (04114) Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. U. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II — Covered Auto Liability Coverage is replaced by the following: 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" or "property damage" resulting from the use of reasonable force to protect persons or property. V. Physical Damage — Additional Temporary Transportation Expense Coverage Paragraph AA.a. of Section III — Physical Damage Coverage is replacedby the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $50 per day to a maximum of $1,000 for temporary transportation expense incurred .by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". W. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section: In the event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost of the replacement "auto", excluding tax, title, license, other fees and any aftermarket vehicle upgrades, up to a maximum of $2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement. To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas, either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by biofuel, gasoline or diesel fuel or any blend thereof is not an "auto" powered by an alternative fuel source. X. Return of Stolen Automobile The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section: If a covered "auto" is stolen and recovered, we will pay the cost of transport to return the "auto" to you. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. All other terms, conditions, provisions and exclusions of this policy remain the same. U -CA -424-F CW (04/14) Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER: BAP106300404 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY., WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of .the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: PETROCHEM MATERIALS INNOVATION, LLC Endorsement Effective Date: 10/01/2022 SCHEDULE Name(s) Of Person(s) Or Organization(s): ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED,, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss"' under a contract with that person or organization. CA 04 4410 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06 Policy Number: WC106300304 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy.. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0 mium otherwise due on such remuneration. Schedule Person or Organization Job Description ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION. % of the California workers' compensation pre - WC 252 (4-84) WC 04 03 06 (Ed. 4-84) Policy Number: WC106300304 Page 1 of 1