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ORIGINAL GENERAL SERVICES AGREEMENT VALLEY OIL COMPANY This Agreement is made and entered into between the City of Redw.• o * City ("C "), a municipal corporation, and Valley Oil Company ("Contractor") as of �j (the "Effective Date"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. Scope of Work. Subject to the terms and conditions of this Agreement, Contractor shall provide those services described in Exhibit A and incorporated herein by reference. In summary, the scope of services includes but it not limited to provision and delivery of gasoline and diesel fuel. 2. Payment Terms. For the services described in Exhibit A, the City agrees to pay Contractor an amount that shall not exceed $700,000, which amount shall include all expenses, based on the Fee Schedule in Exhibit B. Contractor shall submit progress billings after each delivery. Contractor's bill shall include the following information for the project: a brief description of services performed, the date the services were performed, the number of hours spent and by whom, a brief description of any costs incurred, percent completion to date of each task and subtask, total of prior billings, amount for billing period, total billing to date. In no event shall Contractor submit any billing for an amount in excess of the maximum amount of compensation provided for in this section. 3. Term of Performance. Contractor shall begin performing the services set forth in Exhibit A as soon as he or she is notified by the City. This Agreement shall be effective for a Term of one (1 ) year from the Effective Date. The City Manager may amend the Agreement to extend it for additional periods up to no more than two (2) years in a total contract amount not to exceed $2,100,000. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City. The parties will prepare a written amendment indicating the effective date and Iength of the extended Agreement. 4. Independent Contractor. At all times during the term of this Agreement, Contractor, its employees and agents shall be independent contractors and not employees or agents of the City. Contractor, its employees and agents shall have no authority, express or implied, to bind the City to any obligation whatsoever. 5. Assignment and Subcontracting. It is recognized by the parties hereto that a substantial inducement to City for entering into this agreement was, and is, the qualifications and competence of Contractor. Therefore, Contractor shall not subcontract, assign or transfer any portion of the performance contemplated and provided for in this Agreement without the approval of the City Manager. Contractor shall not subcontract any portion of the performance contemplated and provided for herein without prior written approval of the City. 6. Hold Harmless. Contractor shall, to the fullest extent allowed by law, with respect to all services performed in connection with this Agreement, defend with counsel acceptable to City, indemnify, and hold City, its officers, employees, agents, and volunteers, ATTY/AGR/2016.285/VALLEY OIL CO REV: 09-29-16 VR Page 1of7