Loading...
HomeMy WebLinkAboutContracts & Agreements_132-2007_CCv0001.pdf � f AGREEMENT FOR THE DISPOSAL OF FILTER CAKE AT THE CALIFORNIA STREET LANDFILL This agreement for the disposal of filter cake at the California Street Landfill ("Agreement") is made and entered into this 7th day of August 2007 ("Effective Date")by and between the City of Redlands(the "City"), a municipal corporation of the State of California; Mountainview Power Company, LLC ("MVL"), a wholly owned subsidiary of Southern California Edison Company, a California corporation. City, MVL are sometimes individually referred to herein as a"Party"and, collectively, as the "Parties." RECITALS Whereas,the City operates a municipal solid waste landfill,known as the California Street Landfill ("CSL") for the disposal of refuse from residents and businesses within the City; and Whereas, MVL owns and operates the Mountainview Power Plant("Plant") for the production of electricity necessary for residents of the City and the State; and Whereas,the Plant utilizes water from on-site groundwater wells and City recycled water for cooling purposes; and Whereas, the City recycled water and the on-site groundwater used at the Plant contains perchlorate; and Whereas, the pumping of groundwater on-site for cooling water at MVL removes perchlorate from a groundwater plume that is spreading from locations upgradient from, and unrelated to, the Plant; and Whereas,the groundwater underneath the CSL is presently impacted by perchlorate;and Whereas, the perchlorate will be concentrated in the Plant's wastewater treatment facility filter cake("Filter Cake"); and Whereas, on February 7, 2006, the City and MVL executed a Memorandum of Understanding setting forth general guidelines for entering into an agreement for the acceptance and disposal of Filter Cake at the CSL; and Whereas,an perchlorate release to groundwater at the CSL would impact groundwater that is already polluted by perchlorate; and DMAgreeWountainview Power Company 1 Filter Cake Agreement 7/26/2007 1:55 PM Whereas, shipping perchlorate contaminated Filter Cake to a distant landfill poses risks to MVL and the community at large, and the distance to the CSL from the Plant makes transportation to the CSL more economical than to any other landfill; and Whereas, the Santa Ana Regional Water Quality Control Board("SARWQCB") has expressed its preference that MV L's Filter Cake be disposed of at the CSL; and Whereas, the City has a responsibility to manage waste that is generated within its jurisdictional boundaries; and Whereas, accepting the Filter Cake will require construction of a double composite liner(instead of a single composite liner) in future disposal cells of the CSL to provide for appropriate groundwater protection; and Whereas, the City will benefit from the installation of double-lined cells at the CSL for the disposal of municipal waste; and Whereas, the City will incur additional costs related to construction, engineering,design, operations and any potential for a release of perchlorate to groundwater due to the disposal of the Filter Cake at the CSL; and Whereas, the acceptance of perchlorate contaminated Filter Cake may pose long- term liability under the Comprehensive Environmental Response Compensation and Liability Act due to potential incremental groundwater contamination; Now, therefore, in consideration of the mutual promises contained here, the City of Redlands, and Mountainview Power Company,LLC agree as follows: AGREEMENT 1. Recitals. The foregoing Recitals are true and correct and incorporated herein by this reference. 2. CSL Double-Lined Cells. Provided MVL is in compliance with its obligations under this Agreement, and provided the City has received all necessary permits and approvals therefor, the City shall install a double composite Iiner in all successive cells at the CSL that will be used for the disposal of Filter Cake, that is not otherwise used for cover at the CSL, for the protection of groundwater. The double-lined cells shall be constructed in series, with one initial cell being constructed and double-lined, followed by subsequent double-lined cells that would be used at the time the previously constructed double-lined cell becomes full. The Parties acknowledge that no double-lined cell has been constructed at the CSL to date. The City will proceed with reasonable diligence in the construction of the initial double-lined cell for the disposal of Filter Cake after completion of the engineering and design for the cell. Prior to the time that an DJM\Agree\Mountainview Power Company 2 Filter Cake Agreement 7/26/2007 1:55 PM a existing double-lined cell becomes full of waste, the City shall use its reasonable efforts to construct and make available a subsequent double-lined cell at such time that would permit the uninterrupted disposal of Filter Cake at the CSL. 3. Disposal of Plant Filter Cake. Provided it has the legal authority to do so and subject to the provisions of this Agreement, the City shall accept MVL's disposal of Filter Cake at the CSL for the life of the CSL. Subject to the approval of the SARWQCB, the Filter Cake shall initially be disposed in an existing single-lined cell until that cell reaches design capacity or the initial double-lined cell described in Section 2 of this Agreement is constructed, whichever event occurs first. The City shall then dispose of Filter Cake in double-lined cells at the CSL. Upon disposal at the CSL, the Filter Cake will become the sole responsibility of the City,with MVL retaining no ownership of the Filter Cake. MVL acknowledges that the City may dispose of other waste in the existing single-lined cell and the proposed double-lined cells constructed for the purpose of holding Filter Cake. 4. Cost Allocation. A. Double-Liner Costs. As set forth below, MVL shall pay all of the incremental higher cost incurred by the City to upgrade the CSL cells to double-lined cells for the purpose of securing disposal capacity over the life of the Plant for the disposal of Filter Cake. Provided MVL is in compliance with its obligations under this Agreement and subject to Section 10 of this Agreement, the City shall commence construction of a landfill cell with double composite liners to accept Plant Filter Cake as soon as practical upon receipt of all regulatory approvals. The City shall exercise due diligence in obtaining all necessary regulatory approvals. B. Initial Double-Lined Cell. (1) Within thirty(30) days after the City's approval of this Agreement, the City shall provide MVL with a written estimate of the incremental higher costs associated with construction of the initial double-lined cell. MVL shall have sixty(60)days to review the cost estimate and request such other information in the possession of the City that is reasonably necessary to justify the reasonableness of the estimate. After agreement with the City as to the reasonableness of the estimate, within ten(10) business days of the City's request, MVL shall pay to the City a sum equal to the cost estimate to fund the engineering and design work required to upgrade the next landfill cell to a double-lined cell. Upon completion of the engineering and design work, the City shall invoice MVL for any costs incurred by the City in excess of the estimate cost paid by MVL. MVL shall pay such excess costs to the City within thirty(30)days of the date of the City's invoice. (2)The City shall be responsible for soliciting competitive bids and awarding the contract for construction of the initial double-lined cell. Prior to the City's award of a contract for construction of the initial double-lined cell,but after receipt of competitive bids, MVL shall pay to the City fifty percent(50%)of the estimated incremental higher DJM\Agree\Mountainview Power Company 3 Filter Cake Agreement 7/26/2007 1:55 PM costs associated with the construction of such double-lined cell. The City shall monitor the construction of the double-lined cell and,upon determining that approximately fifty percent (50%)of the construction work has been completed, shall invoice MVL for the remaining balance of the estimated total incremental higher costs associated with the construction of the double-lined cell. MVL shall pay such invoice within thirty(30)days of the date of such invoice. Upon completion of construction of the initial double-lined cell, the City shall either(i) invoice MVL for payment of the actual incremental higher costs incurred by the City for construction of the double-lined cell, less any payments previously made by MVL to the City for such costs, or(ii) reimburse MVL for any overpayment within thirty (30) days of completion of construction. MVL shall pay such actual costs to the City within thirty(30)days of the date of the City's invoice. C. Subsequent Double-Lined Cells. The City and MVL shall monitor and analyze the Filter Cake disposal rate and remaining cell capacity to mutually determine when each subsequent double-lined cell should be constructed. At least two years prior to the Parties' estimated date for the commencement of construction of a subsequent double-lined cell, if reasonably and commercially practicable, the City shall provide a written estimate to MVL of the incremental higher cost to develop that cell. MVL shall be responsible for the payment of its share of any reasonably necessary engineering or other studies undertaken by the City for the construction of such subsequent double-lined cells in the manner established pursuant to subsection B, above. MVL shall have sixty (60)days to review the cost estimate and request such other information in the possession of the City that is reasonably necessary to justify the reasonableness of such estimate. Payments by MVL to the City for the estimated and actual incremental higher costs associated with the design, engineering and construction of subsequent double-lined cells hall be pursuant to written invoices from the City and in the manner set forth in ubsection B, above, for the design, engineering and construction of the initial double- lined cell. Notwithstanding any other provision of this Agreement, the City shall have no liability to MVL op4i en for any failure of a subsequent double-lined cell to be C� completed for the disposal of Filter Cake prior to any earlier constructed double-lined cell / reaching design capacity as a result of a Force Majeure Event. D. Determination of Incremental Higher Double-Liner Cell Costs. The incremental higher costs for a double-lined cell shall include, but not be limited to, the cost to purchase material,engineer and construct the double-lined cell for the disposal of Filter Cake compared to the same actions necessary to install a single-lined cell. The incremental higher cost shall also include any costs incurred by the City for compliance with SARWQCB requirements for monitoring landfill cells that contain Filter Cake, maintaining quality assurance, reporting, construction and permit document preparation and submittals, and complying with the California Environmental Quality Act and any other applicable laws as they pertain to modifying the CSL permit and Joint Technical Documents for the disposal of Filter Cake. DJM1Agree\Mountainview Power Company 4 Filter Cake Agreement 7/26/2007 1:55 PM E. Monitoring and Reporting Costs. MVL shall pay the City the incremental higher cost of any CSL groundwater monitoring or other program that is required by the SARWQCB and any other regulatory agencies having jurisdiction over the CSL. The cost of monitoring and reporting shall be determined either by comparing monitoring and reporting requirements prior to the acceptance of Filter Cake with such requirements following acceptance of Filter Cake, or by the additional monitoring requirements imposed by the SARWQCB due to the disposal of the Filter Cake. The City shall provide notice to MVL within twenty(20)days of the City being informed in writing that a monitoring or reporting program, which would result in incremental higher costs, is proposed so that MVL may participate in any associated regulatory proceedings. The City shall provide MVL with an estimate of the annual incremental higher charges for monitoring and reporting within sixty(60) days of the City's receipt of a SARWQCB, or other regulatory agency, notice or permit that requires the incremental monitoring. MVL shall also reimburse the City for the costs incurred by the City for any well installations or modifications to existing wells pertaining to groundwater investigations or monitoring requirements for perchlorate imposed by the SARWQCB, or other regulatory agency, due to the disposal of Filter Cake. The obligation of MVL to pay monitoring and reporting costs as required by this Subsection E shall survive any termination of this Agreement, and such obligation shall exist for as long as the City is legally obligated to comply with such monitoring and reporting process. F. Hauling and Disposal Costs and Hast Fee. The City shall pick up Filter Cake at the Plant on a mutually agreed upon written schedule and transport the Filter Cake to the CSL. At the CSL, the City will determine the net weight of the Filter Cake for disposal. MVL shall pay the City for the disposal of Filter Cake based upon the applicable City disposal and haulage fee schedules and within thirty(30) days of the date of the City's invoice to MVL for the same. The City fee schedule shall reflect the City's actual cost of providing services for disposal of the Filter Cake. Filter Cake used as cover for waste or refuse at the CSL shall not be subject to a disposal fee. The City shall inform MVL of any public process to modify the fee schedules such that MVL will have an opportunity to meaningfully participate in the process. In addition to the fees paid to the City for hauling and disposal, MVL shall pay to the City a host fee in the amount of One Dollar($1.00) per ton of Filter Cake disposed at the CSL. G. Future Third-Party Disposal of other"Double Liner" Waste. The incremental higher cost defined by Subsection D of this Section shall be modified to reflect any disposal of other third party waste that would not otherwise be accepted at the CSL without a double-lined cell. This other"Double-Liner" waste will reduce the incremental higher costs owed by MVL. If the CSL accepts other third party Double-Liner waste, the incremental higher cost to be paid by MVL shall be its pro-rata share of the percentage of space that Filter Cake will use at any given double-lined cell versus the other third party Double-Liner Waste. MVL shall receive a credit against the cost to construct any future double-Iined cells to the extent that other third party Double-Liner Waste is disposed of in a double-lined cell if MVL had previously paid a percentage of the construction cost of that cell that did not take into account the disposal of the other third party Double-Liner Waste. A similar pro-rata reduction in the MVL share of the incremental monitoring D)t AgreekMountainview Power Company 5 Fitter Cake Agreement 7/26/2007 1:55 PM costs shall be determined to reflect the disposal of other third party Double-Liner waste. Other Double-Liner waste shall not include any Double-Liner waste that is incidental to the City's regular disposal operations. H. Disposal of Waste From Outside the City. The incremental higher costs identified in Subsections D and G,above, shall be modified to reflect the disposal of waste that originates outside the City as that waste would be causing the installation of additional double-lined cells sooner than would otherwise be required. This "Non-City Waste" shall reduce the incremental higher costs owed by MVL. If the CSL voluntarily and at its own sole discretion accepts Non-City Waste, the incremental higher cost to be paid by MVL shall be its pro-rata share of the percentage of space that Filter Cake will use at any given double-lined cell versus the Non-City Waste. MVL shall receive a credit against the cost to construct any future double-lined cells to the extent that Non-City Waste is disposed of in a double-lined cell if MVL had previously paid a percentage of the construction cost of that cell that did not take into account the disposal of the Non- City Waste. I. Billing. The City shall invoice MVL quarterly for the incremental higher costs associated with monitoring and reporting,and other reimbursable costs described above, but not included in Subsections 43, and 4.C. With such invoices, the City shall provide information reasonably adequate for MVL to confirm the accuracy of the stated costs, including consultant invoices, laboratory analyses and other relevant documentation for any charges. Upon receipt of an invoice from the City for payment of the incremental higher costs, MVL shall have thirty(30)days from the date of the invoice to request additional information from the City reasonably necessary to confirm the invoice amount. MVL shall pay the City within sixty(60)days of the date of the invoice. If any payment or other sum owed by MVL is not received when due, MVL shall pay to the City an additional sum equal to ten percent(10%)of such overdue payment, unless MVL has taken appropriate administrative or legal steps to challenge the overdue payment. MVL and the City hereby agree that such Iate charge represents a fair and reasonable estimate of the costs that the City will incur by reason of any such late payment. Additionally, all such delinquent payment or other sums,plus this late charge, shall bear interest at the then maximum lawful rate permitted to be charged by the City or the rate authorized by City Ordinance for similar late payments, whichever is less. Any payments by MVL, of any kind, returned for insufficient funds shall be subject to an additional processing charge of$25.00. 5. Roll-Off Truck Lease. Provided such a vehicle is within the City's inventory, and provided the City has determined its CSL operations will not be disrupted, the City shall offer to lease to MVL one 10-ton roll-off truck("Truck") for MVL's exclusive use at the Plant. The terms and conditions of the lease shall be substantially in the form attached hereto as Exhibit"A." MVL shall defend, indemnify and hold harmless the City and its elected officials,officers and employees from and against any and all claims, losses, damages,causes of action and liability for property damage and personal injury (including death)allegedly arising from or resulting in connection with MVL and its employees' and agents' operation of the Truck. DJMIAgreeWountainview Power Company 6 Filter Cake Agreement 7/26/2007 1:55 PM 6. Indemnification. A. MVL shall defend, indemnify and hold the City and its elected officials, officers and employees harmless from and against all claims, causes of action,regulatory proceedings,costs, loss, expenses,damages and liability that allegedly arises from or results in connection with any judicially or regulatory required cleanup or other action, including,but not limited to, the imposition of fines and penalties,and the costs of evaluation and monitoring, groundwater investigations, studies or any other actions imposed by a regulatory agency, relating to any groundwater contaminated by perchlorate due to the disposal of Filter Cake at the CSL, except to the extent such groundwater contamination is caused by the negligent or intentionally wrongful act of the City. The City shall notify MVL within twenty (20) days of the City's receipt of any request from a regulatory agency that the City investigate,report, study or otherwise respond to the regulatory agency relating to the disposal of Filter Cake. The City shall document all costs it reasonably incurs in connection with responding to any such requests and MVL shall reimburse the City for such costs within thirty(30) days of the date of the City's written invoice for the same. B. The Parties shall defend, indemnify and hold harmless each other and their elected officials, officers and employees from and against any and all claims, causes of action, liability arising in connection with or resulting from a Parties' negligent acts or omissions, and the intentionally wrongful acts of a Party, and their respective officers, agents and employees in exercising their respective rights or carrying out their respective obligations under this Agreement. C. This Section 6 shall survive any termination of this Agreement. 7. Waste Reduction. To comply with the California Integrated Waste Management Act of 1989, the City may determine it appropriate to address the increase in waste at the CSL arising from disposal of Filter Cake including, but not limited to, seeking a determination that Filter Cake should not be considered as a waste. Within thirty(30) days of the date of the City's written request, MVL shall provide the City with any information reasonably available to MVL that would assist the City in seeking such a determined. Upon request, MVL shall send a representative to City-sponsored meetings where this issue is discussed. DJMWgree\Mountainview Power Company 7 Filter Cake Agreement 7/26/2007 1:55 PM 8. Notice. All notices and other communications required or permitted to be given by this Agreement shall be in writing and shall be personally served or mailed, postage prepaid and return-receipt requested, addressed to the Parties as follows: To MVL: To City: Plant Manager Municipal Utilities Director Mountainview Power City of Redlands Company, LLC P.O. Box 3005 2492 W. San Bernardino Redlands, CA 92373 Ave., Redlands, CA 92374 Notice shall be deemed effective on the date personally delivered or, if mailed, three(3) days after deposit in the mail. Either Party may notify the other Party of a change in point of contact and/or address by providing a notice thereof pursuant to this Section. 9. Termination of Agreement. This Agreement shall terminate upon the occurrence of any of the following events: A. When MVL provides written notice to the City that the Plant has ceased or modified operations and that Filter Cake will no longer be transported to the CSL; B. CSL reaches permitted design capacity or ceases operation due to closure. The City shall use its reasonable efforts to provide MVL with notice of closure as far in advance as feasible. C. MVL provides written notice that MVL chooses to no longer dispose of Filter Cake; provided,however that such termination shall not be effective until MVL pays in full to City any and all cost obligations owed to the City under this Agreement. D. City provides written notice to MVL that it chooses to no longer accept the disposal of Filter Cake at the CSL;provided, however,that such termination shall not be effective until any double-lined cell then receiving Filter Cake reaches design capacity. 10. Force Majeure Event. A. As used in this Agreement,a"Force Majeure Event'means any act or event, whether foreseen or unforeseen,that meets all three of the following tests: (i) The act or event prevents a Party(the"Nonperforming Party"), in whole or in part, from performing its obligations under this Agreement; or satisfying any conditions to the performing Party's obligations under this Agreement. (ii) The act or event is beyond the reasonable control of, and not the fault of, the Nonperforming Party. DWAgreeWountainview Power Company 8 Filter Cake Agreement 7126/2007 1:55 PM (iii)The Nonperforming Party has been unable to avoid or overcome the act or event by the exercise of due diligence. In furtherance of the definition of a Force Majeure Event,and not in limitation of that definition,each of the following acts and events is deemed to be a Force Majeure Event: war, flood, earthquake, fire, hurricane, explosion, civil disturbance,act of God or the public enemy, terrorist act,military action, epidemic, action of a court, or strike, go-slow or other reasonable unforeseeable labor or construction difficulty. B. If a Force Majeure Event occurs, the Nonperforming Party is excused from whatever performance is prevented by the .Force Majeure Event to the extent so prevented. Despite the previous sentence, no obligation by either the performing Party or the Nonperforming Party to mare any payment required under this Agreement is excused as a result of a Force Majeure Event. C. During the Force Majeure Event, the Nonperforming Party shall exercise commercially reasonable efforts to mitigate or limit damages to the Performing Party; and exercise commercially reasonable due diligence to overcome the Force Majeure Event. I t. Assignment. Neither this Agreement, nor any interest herein, shall be assignable by any Party without prior written consent of the other Party,which consent may not be unreasonably withheld. Provided however, that MVL may assign this Agreement to Southern California Edison Company at any time, upon thirty(30)days notice to the City. 12. Entire Agreement. This Agreement represents the entire agreement of the Parties as to the matters contained herein and supersedes any and all prior written or verbal agreements between the Parties relating to such matters. 13. Amendment. This Agreement shall be amended only by written instrument approved and executed by the Parties. 14. Venue. Unless otherwise required by law, in the event that any action should be filed by any Party against another Party, the venue and forum for such action shall be the Superior Court of the State of California for the County of San Bernardino or in the Federal District Court for the Central District of the State of California. 15. Waiver. The waiver by one Party of any breach or default by another Party of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any other breach or default by such Party of either the same or a different provision of this Agreement. No waiver by a Party shall be valid unless in an executed writing. 16. Interlpretation. The Parties have agreed to the language of this Agreement. Therefore, any ambiguity in the Agreement shall not be resolved by a rule of interpretation providing for construction against the creator of the ambiguity. DJiVltAgreeWountainview Power Company 9 Filter Cake Agreement 7/26/2007 1:55 PM 17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18. Successors, This Agreement shall be binding upon and inure to the benefit of the successors of the Parties. 19. Attorneys'' Fees. In the event any action or proceeding is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party in such action or proceeding shall, in addition to costs and any other relief, be entitled to recovery of its reasonable attorneys' fees, including fees for the use of any in-house counsel by the Parties. 20. Authority to Execute. The representatives of the City and MVL who have executed this Agreement represent that they are an official officer or authorized agent of their respective agency or employers, and are vested with the authority to execute this Agreement on behalf of their employers. Mountainview Power Company, LLC 4(��2 - Dated: '713,107 Nader N. Mansour Vice President City of Redlands Dated: August 7, 2007 yor, ,Ton arrison Attest: Ci Clerk, L.I ` !f�zer DIMNAgreeWountainview Power Company 10 Filter Cake Agreement 7/26/2007 1:55 PM 17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18. Successors. This Agreement shall be binding upon and inure to the benefit of the successors of the Parties. 19. Attorneys' Fees. 1n the event any action or proceeding is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party in such action or proceeding shall, in addition to costs and any other relief, be entitled to recovery of its reasonable attorneys' fees, including fees for the use of any in-house counsel by the Parties. 20. Authority to Execute. The representatives of the City and MVL who have executed this Agreement represent that they are an official officer or authorized agent of their respective agency or employers, and are vested with the authority to execute this Agreement on behalf of their employers. Mountainview Power Company, LLC &_ ev of cam/2�' Dated: -113'fle' )7 Nader N. Mansour Vice President City of Redlands Dated: August 7, 2007 M orr Jon Harrison Attest: Ci Jerk, L©rr e � zer APPROVED STEPHEN E. PiCKETT Sr. Vice President and enerai Cflurrs i B Attorney D M1Agree4Mountainview Power Company 10 Filter Cake Agreement 7/26/2007 1:55 PM VEHICLE LEASE AGREEMENT This vehicle lease agreement("Lease")is made and entered into this day of , 2007 ("Effective Date") by and between the City of Redlands("Lessor"), a municipal corporation of the State of California and ("Lessee"),a wholly owned subsidiary of , a California corporation. Lessor and Lessee are sometimes individually referred to herein as a "Party," and together, as the "Parties." In consideration of the mutual promises contained herein the City of Redlands and agree as follows: AGREEMENT 1. Subject Vehicle. Lessor hereby leases to Lessee,subject to the following conditions, a l0-tan roll-off truck(City Vehicle# ),hereinafter called the "Vehicle." 2. Term. The initial term of this Lease shall be for five (5)years,commencing on its Effective Date and shall be automatically extended for successive,additional one-year terms unless terminated by either Party by providing at least sixty(60)days' written notice to the other Party prior to the beginning of a new term. 3. Rent. Lessee shall pay annually to Lessor, as rent for the Vehicle,the sum of ( )each year of the term of this Lease. Rent shall be payable on or before Ist of each year during the initial term and any extensions thereof. 4. Use of the Vehicle. Lessee shall use the Vehicle solely for the movement of full and empty roll-off bins of Filter Cake,and for other purposes incidental to such use. Lessee shall not use or permit the Vehicle to be used for any other purpose unless Lessee first obtains written permission from Lessor for such use. The Vehicle shall be designated as a back-up truck in conformance with California Air Resources Board regulations,and shall not be driven more than 1,000 miles per year. 5. Repairs and Maintenance.Lessee shall,at its sole cost,keep and maintain the Vehicle in satisfactory repair and in good condition. Lessor shall have no responsibility to maintain the Vehicle. 6. Acceptance of the Vehicle. By entry into this Lease, Lessee accepts the Vehicle in its "as is" condition and repair, and agrees on the last day of the term hereof, or upon sooner termination of this Lease,to surrender the Vehicle to Lessor in the same condition as when received, reasonable use, wear and tear excepted. Lessor makes no warranty, express or implied, as to the condition or state of repair of the Vehicle, or to the Vehicle's merchantability or fitness for a particular purpose or use. i EXHIBIT "A" 7. Insurance. 7.1 Lessee shall carry and maintain during the entire term hereof,at Lessee's sole cost and expense, broad-form comprehensive public liability insurance with limits of not less than Five Hundred Thousand Dollars($500,000.00)perperson and One Million Dollars($1,000,000.00) each occurrence, insuring against any and all liability of Lessee with respect to the Vehicle or arising out of the maintenance, use or occupancy thereof, and property-damage liability insurance with a limit of not less than One Hundred Thousand Dollars ($100,000.00) each accident. 7.2 Such policies of insurance shall be issued by companies having not less than a policyholder's rate of "A" and a finance rating of "AAA" in Best's Insurance Reports, Fire and Casualty,and shall be issued in the name of Lessee, including Lessor as a named additional insured as its interest may appear and for the mutual and joint benefit and protection of the Parties and executed copies of such policies of insurance or certificates thereof shall be delivered to Lessor. 8. Assignment. Lessee shall not voluntarily assign or encumber its interest in this Lease or the Vehicle,or allow any other person or entity(except Lessee's authorized representatives)to use all or any part of the Vehicle, without first obtaining Lessor's consent. Any assignment or encumbrance without Lessor's consent shall be voidable and,at Lessor's election, shall constitute a default. No consent to any assignment or encumbrance shall constitute further waiver of the provisions of this Section. 9. Default and Remedies. The occurrence ofanyone of the following shall constitute a default by Lessee: a. Failure to pay rent when due,if the failure continues for thirty(30)days after written notice has been given to Lessee. b. Failure to perform any other provision of this Lease if the failure to perform is not cured within thirty(30)days after written notice has been given to Lessee. If the default cannot reasonably be cured within thirty (30) days, Lessee shall not be in default of this Lease if Lessee commences to cure the default within the thirty-day period and diligently and in good faith continues to cure the default. Notices given under this Paragraph shall specify the alleged default and the applicable Lease provisions,and shall demand that Lessee perform the provisions of this Lease or pay the rent that is in arrears,as the case maybe,within the applicable period of time. No such notice shall be deemed a forfeiture or a termination of this Lease unless the Lessor so elects.. Lessor shall have all remedies provided by law if Lessee commits a default. 10. Waiver. Waiver by Lessor of any breach or defect of this Lease or of any terra, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent or 2 other breach of the same or any other term, covenant or condition. 11. Attorneys'Fees and Costs. In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to costs and any other relief, be entitled to recovery of its reasonable attorneys' fees, including fees for use of in-house counsel by a Party. 12. Notices. Any and all notices or demands shall be in writing. They shalt be served either' personally or sent by United States mail, and shall be deemed to have been given when personally served or when deposited in the United States mail,certified or registered, with postage prepaid and properly addressed. For the purposes hereof,the addresses of the Parties(until notice of a change thereof given as provided in this Paragraph) shall be as follows: To Lessee: To Lessor: City Manager City of Redlands 35 Cajon Street, Suite 200 P.O. Box 3005 (mailing) Redlands CA 92373 13. Fold-Harmless Clause. Lessee shall defend, indemnify and hold harmless Lessor and its elected officials, officers, employees and agents from and against any and all actions, damages, losses, causes of action and liability imposed or claimed relating to the injury or death of any person or damage to any property, including attorneys' fees and other legal expenses, arising directly or indirectly from any negligent or wrongful act or omission of Lessee, its employees, and agents, in operating the Vehicle or in performing its obligations under this Lease. 14. Winding on Successors. The covenants and conditions herein contained shall,subject to the provisions as to assignment, apply to and bind the successors and authorized assigns of the Parties. 15. Time of Essence. Time is of the essence of each provision of this Lease. 16. Integrated Agreement. This Lease contains the entire agreement of the Parties with respect to the subject matter hereof, and shall not be amended or modified except by a written agreement approved by the Parties. 17. Severability. The unenforceability, invalidity or illegality of any provision of this Lease shall not render the other provisions unenforceable, invalid or illegal. 3 LESSOR: CITY OF REDLANDS Jon Harrison,Mayor Date: ATTEST: Lorrie Poyzer, City Clerk LESSEE: {COMPANY NAME) Name, Title Date: 4