Loading...
HomeMy WebLinkAboutContracts & Agreements_125-2019NPS 2 1 (2/6/19) AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of unleaded and diesel fuel services ("Agreement") is made and entered in this 2nd day of July, 2019 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Pinnacle Petroleum Inc ("Contractor") City and Contractor are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Contractor agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to supply unleaded and diesel fuel for City (the "Services") 1 2 The Services shall be performed by Contractor in a professional manner, and Contractor represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional contractors in the industry providing like and similar types of Services ARTICLE 2 — SERVICES OF CONTRACTOR 2 1 The Services that Contractor shall perform are more particularly descr ibed in Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein by reference 2 2 Contractor shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to, State prevailing wage laws ARTICLE 3 — RESPONSIBILITIES OF CITY 3 1 City shall make available to Contractor information in its possession that may assist Contractor in performing the Services 3 2 City designates Chris Boatman, Facilities and Community Services Director, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services ARTICLE 4 — PERFORMANCE OF SERVICES 4 1 Contractor shall perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit "A " The Services shall commence immediately after the Effective Date of this Agreement 4 2 The term of this Agreement shall be for a period of one (1) year from the Effective Date of this Agreement (the "Initial Term") City shall have the option to extend the Initial Term of this Agreement by two (2) additional one-year terms (each, an "Extended Term"), on the same terms and conditions hereof, by providing written notice to Contractor at least 1 L Ica\dpnlAgreements\Pinnacle Petroleum Inc Agree€nent.NPS 1 1 doca.in NPS 2 1 (2/6/19) thirty (30) days prior to the expiration of the Initial Term of any Extended Term The Initial Term and the Extended Terms are collectively referred to herein as the "Term" of this Agreement 4 3 If Contractor's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to City, consistent with City Council adopted policy for the same It shall be the obligation of Contractor to obtain a copy of such policy from City staff ARTICLE 5 — PAYMENTS TO CONTRACTOR 5 1 The compensation for Contractoi's performance of the Services shall not exceed the amount of eight hundred twenty thousand dollars ($820,000) fox the Services provided during the Initial Term Should this Agreement be renewed, the compensation foi Contractor's performance for the Services shall not exceed the amount of eight hundred twenty thousand dollars ($820,000) for the first Extended Term, and eight hundred twenty thousand dollars ($820,000) for the second Extended Term, bringing the total possible amount of compensation to a not -to -exceed amount of two million four hundred sixty thousand dollars ($2,460,000) For the Initial Term and each Extended Term, City shall pay Contractor on a time and materials basis up to the not to not -to -exceed amount in accordance with the rates specified in Exhibit "B," entitled "Price and Fee Schedule," which is attached hereto and incorporated herein by reference 5 2 Contractor shall submit monthly invoices to City describing the Services performed during the preceding month Contractor's invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the Services City shall pay Contractor no later than thirty (30) days after receipt and approval by City of Contractor's invoice 5 3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, 01 (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section City, City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 idonadlson a crtr,ofredlands ora (909) 798-7531 2 1 1calctimlAgreements\Pinnacle Petroleum Inc Agreement.NPS 1 1 docx.jn Contractor Liz McKinley, President Pinnacle Petroleum Inc 16651 Gemini Lane Huntington Beach, CA 92647 Lmckmley@ptnnaclepetroleum corn (714) 841-8877 NPS 2 1 (216119) ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage required by this Agreement shall be maintained by Contractor for the duration of its performance of the Services Contractor shall not perform any Services unless and until the required insurance listed below is obtained by Contractor Contractor shall provide City with certificates of insurance and endorsements evidencing such insurance prioi to commencement of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior wi itten notice to City A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Contractoi is self-insured or exempt from the workers' compensation laws of the State of California Contractoi shall execute and provide City with Exhibit "C," entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference, prior to performance of the Services B Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Contractor owned vehicles used in connection with Contractor's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-conti ibuting to any insurance or self- insurance maintained by City 6 2 Contractor shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Contractor, of its officers, employees and agents in performing the Services ARTICLE 7 — CONFLICTS OF INTEREST 7 1 Contractor covenants and represents that it does not have any investment 01 interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Contractor's Services Contractor further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement 3 L Icaldjm\Agreements\Pinnacle Petroleum inc Agreement.NPS l 1 docxjn NPS -2 1 (2/6/19) 7 2 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act because Contractor A Does not make a governmental decision whether to (i) approve a rate, rule or regulation, or adopt or enforce a City law, (u) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (iii) authorize City to enter into, modify or renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract, (v) grant City approval to a plan, design, report, study or similar item, (vi) adopt, or grant City approval of, policies, standards or guidelines for City of foi any subdivision thereof B Does not serve in a staff capacity with City and, in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code undei Government Code section 87302 7 3 In the event City determines that Contractoi must disclose its financial interests, Contractor shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk ARTICLE 8 — GENERAL CONSIDERATIONS 8 1 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 any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in- house counsel by a Party 8 2 Contractor shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 8 3 Contractor is foi all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City not of its agents shall have control over the conduct of Contractoi or Contractor's employees, except as herein set forth Contractor shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Contractor are for its account only, and in no event shall Contractor 01 personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City Contractoi shall have no authoi ity, express 01 implied, to act on behalf of City in any capacity whatsoever as an agent, not shall Contractoi have any authority, express or implied, to bind City to any obligation 4 L 1caldjmlAgreements\Psnnacle Petroleum Inc Agreement.NPS 1 1 docx.jn NPS 2 1 (2/6/19) 8 4 This Agreement may be terminated by City, in its sole discretion, by providing not less than ten (10) days prior written notice to Contractor of City's intent to terminate If this Agreement is terminated by City, an adjustment to Contractor's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Contractor at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractor Upon receipt of a termination notice, Contractoi shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, drawings, specifications, reports, summaries and such other information and materials as may have been accumulated by Contractor in performing the Services Contractor shall be compensated on a pro -rata basis for Services completed up to the date of termination 8 5 Contractor shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor pursuant to this Agreement Such books shall be available at reasonable times for examination by City at the office of Contractor 8 6 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any pi tot negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided fat herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Contractor 8 7 This Agreement shall be governed by and construed in accordance with the laws of the State of California 8 8 if one of more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement 5 L Ica\dim\Agreements\Pinnacle Petroleum Inc Agreement.NPS 1 1 docxjln NPS 2 1 (216119) IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS PINNACLE PETRI , Q-L6 By Pau W Foster, Mayor ATTEST Jea Donaldson, City Clerk 6 L 1caldimlAgrecments\Pinnacle Petroleum Inc Agreement NPS 1 1.docx.in By NPS 2 1 (216/19) EXHIBIT "A" SCOPE OF SERVICES Contractor shall furnish and use, at his own expense, all materials, labor, tools, equipment, supplies and transportation to provide services required under the contract Fuel products include unleaded gasoline and diesel fuel which shall be delivered on an as -needed basis to City locations specified herein City currently purchases, and Contractoi shall be required to provide, the following types of fuel products Gasoline Diesel Fuel 87 Regular Unleaded CARR ETH Ultra -Low Sulfur CARB Diesel (clear) Pricing The quoted markup (markup or discount) offered shall remain firm throughout the contract period, although City inay receive the benefit of any rebates, allowances, or other price reduction incentives offered to customers of Contractor, including any pass-through incentives from the refineries No upward price adjustment shall be due Contractor, when a Contractor delay beyond the 24-hour notice, causes a price increase after City places an order, unless Contractor's failure to make earlier delivery results from causes which are beyond the control of and without fault of Contractor Pricing shall be based on a variable price (Oil Price Information Service — Closing OPIS) tied to a published index (Unbranded Average for the inland Empire Area, Colton) plus Contractor's positive or negative price differential Contractor shall be licensed in accordance with all applicable laws, rules and regulations, including but not limited to those promulgated in the California Business and Professions Code and by the California Air Resources Board. Contractor shall possess all necessary and applicable licenses required to transport motor vehicle fuels as may be issued by the State of California Department of Motor Vehicles (DMV) and the United States Department of Transportation (USDOT) Adequate Resources Contractor shall have adequate office and personnel resources for responding to City's needs, including, but not limited to, telephone coverage Monday -Friday during the hours of 8 OOa m through 5 OOp m Contractor shall provide the first and last names and telephone number(s) of the person(s) to be contacted during City's normal working hours foi order placement and resolution of contract issues Contractor shall also provide the names of three (3) individuals, with home telephone numbers, cell phone numbers and pager numbers who may be contacted m the event of emergencies Contractor shall insure that all employees dealing directly with City with regard to the supply of Fuel Products are fully aware of all contract provisions, including the requirements of City and the obligations of Contractoi All of Contractor's drivers shall be familiar with all City fueling locations and the delivery and the unloading requirements for each site Contractor shall provide a dedicated account manager who shall be assigned to handle all contract issues, including the ordering and invoicing foi same Equipment. Contractor's equipment and vehicles shall be in good and safe working order and all personnel shall be trained in safety measures to preclude accidents endangering City personnel and property Contractor shall have adequate and appropriate equipment for the delivery of goods on proposed contract All vehicles used 7 L 1caldtimlAgreetnents\Ptnnac]e Petroleum Inc Agreement NPS 1 3 docx.,ln NPS 2 1 (216119) by Contractor in fulfilling the terms of the contract shall meet all applicable federal and state requirements for such vehicles, including USDOT, DMV and Caltrans codes and regulations and the State of California Emission Inspection Program All dispensing and measuring equipment shall be tested and certified in accordance with the State of California Business and Professions Code Division 5, Article 6 and shall meet the requirements of the California Air Resources Board All delivery vehicles and dispensing equipment shall meet all current Federal and State requirements related to vapor recovery Contractoi's equipment shall be compatible with City facilities, including, but not limited to, pumping equipment if needed, for filling underground fuel tanks and all of Contractor's personnel shall be experienced and properly trained to safely and efficiently operate all of the equipment to be used in fulfillment of the contract Fuel Specifications. All fuel to be delivered on any order under the contract shall be homogenous and free of foreign matter and impurities and shall remain so in normal storage The gasoline and diesel to be furnished under the contract shall meet, and conform to, all applicable ANSI and ASTM standards and the provisions of the Federal Clean Air Act (latest revision) as well as the applicable rules, regulations and requirements of the United Sates Environmental Protection Agency (USEPA), the California Air Resources Control Board (CARB), the California Department of Food and Agriculture Division of Measurement Standards and the San Joaquin Valley Air Pollution Control District (APCD) related to motor vehicle fuel standards The gasoline and diesel must be of a quality equal to similar products furnished to the refiner's retail service stations Enhancers, such as alcohol, for the purpose of increasing octane are not acceptable Diesel fuel provided shall meet ASTM Standard 975-97 and shall be Ultra -Low Sulfur CARB Diesel (clear) Diesel fuel shall contain any required additives necessary to prohibit the growth of bacteria and algae during storage (fuel and water-soluble biocide) Other additives such as water dispersants, corrosion inhibitors and detergents shall be added in accordance with best industry practices Failure to comply with the requirements of this section shall, at the option of the Fleet Supervisor, be deemed sufficient reason foi rejection of any lot of fuel delivered, and Contractor shall, at no expense to City, remove that fuel from the tank(s) and shall perform whatever services that shall be necessary to restore the tank(s) and other equipment to an operable condition to the full satisfaction of City Further, Contractor shall make full restitution for the quantities of fuel known to have been in the tank(s) immediately prior to the delivery of the rejected lot of fuel, and for any damage to the equipment or vehicles that may have occurred from use of the rejected fuel Ordering Procedure and Delivery. A City authorized fleet representative will notify contractor of the need for fuel Contractor shall provide fuel delivery within twenty-four (24) hours of notification by City Under periods of extreme usage, delivery may be required within a twenty-four (24) hour period City's normal working hours are 8 00 a m to 5 00 p m , Monday through Friday, however, City is open (24) hours foi deliveries, Monday through Sunday, unless special arrangements are rnade with the individual fueling sites prior to delivery Prior to off-loading City requests Veeder-Root ticket(s) to be printed and must match off-loading gallons All deliveries resulting from this contract shall be F 0 B Destination to City sites Note City's fueling locations have employees on site for extended hours After award of contract, Contractor may be allowed to make routine deliveries outside of City's normal working hours on a site -by -site basis if agreeable to the representative foi each site Automatic deliveries may also be arranged at the sole discretion of the fueling sites 8 L Icaldlm\Agrcements\Pinnacle Petroleum Inc Agrecmcnt.NPS 1 1 docxjn NPS 2 1 (2/6/19) For all deliveries not accomplished within twenty-four (24) hours, City reserves the right to procure the product(s) elsewhere and may bill Contractor the difference between the contract price and the actual purchase price, or any variation thereof, as liquidated damages, or City may deduct the difference m price from any monies due, or which may become due to Contractor Failure to deliver within twenty-four (24) hours on more than one occasion may be grounds for contract termination without further cause City reserves the right to deny access to City property any delivery vehicles leaking fuel or other hazardous materials Contractor will be notified of such denied access and shall make delivery of the denied load within one (1) working day of notification with a City approved vehicle Ordering procedures may change when it is deemed in the best interest of City and Contractor shall adapt to changes as required by City Emer>;ency Deliveries Deliveries requested outside of City's regular working hours of 8 00 a m to 5 00 p m , Monday through Sunday shall be considered emergency deliveries, unless Contractor and City have agreed in advance to a routine delivery schedule encompassing the hours outside of normal working hours Additionally, deliveries shall not be considered emergency deliveries if the after-hours delivery is due to Contractor failure to make a routine delivery of fuel within the normal working hours or if Contractor has made prior special arrangements for a routine after-hours delivery City shall endeavoi to keep emergency deliveries to a minimum However, in the event of an emergency, delivery shall be completed within twenty -foul (24) hours of receipt of the request for emergency delivery Contractor shall be allowed an additional payment for emergency deliveries This cost shall be stated as per hour cost (plus cost of fuel), as noted on the Price and Fee Bid Provisions of the contract shall in no way prohibit City from making an incidental purchase from another contractor for the same commodities as listed herein and emergency purchases may be obtained from contract contractoi 01 other sources m order to best serve the interests of City Delivery Ticket/Manifest. A delivery ticket (BOL) shall accompany each shipment Fax and/or e-mail delivery tickets to Monica Duran Project Assistant (909) 335 4782, Monica Duran@cityofredlands org Alternate e-mails may be added at City's option A legible signature and printed name of the designated City representative is to be obtained and recorded on the delivery ticket at the time of the delivery Unsigned tickets may not be left at the delivery location and it shall be the driver's responsibility alone to insure that a delivery ticket has been signed Invoices for payment, for which there is not a signed delivery ticket, may not be authorized for payment Emergency deliveries may be excluded Failure to provide a delivery ticket with each shipment may be grounds foi termination of the contract without further cause Spillage and Cleanup. Contractor shall be responsible for all spillage and damage which may occur during loading, transit and unloading operations In the event of a spill or damage to property, Contractor shall immediately notify City's representative at the corresponding delivery location Damages to property and spills caused by Contractor must be corrected immediately Cleanup shall be performed in accordance with USEPA and State of California requirements Any costs foi repair of damage or correction of spillage performed by City due to Contractor's failure to make timely or satisfactory repairs, corrections or cleanup of spills shall be charged back to Contractoi or deducted from monies owed to Contractor 9 L 1ca1dpn\Agreements\Pinnacie Petroleum Inc Agreement NPS 1 1 docx jn NPS -2 1 (2/6/19) EXHIBIT "B" PRICE AND FEE SCHEDULE UNLEADED FUEL A. Unleaded Fuel Bulk Purchase Full Truckload (8,000 + Gallons) PPG Discount Per Gallon (minus) COLTON RACK $ 0 1205 Mark-up Per Gallon (plus) COLTON RACK $ Delivery Charge $ 243 C2 B. Unleaded Fuel Bulk Purchase Less than Full Truckload (2,500 — 7,999) PPG Discount Per Gallon (minus) COLTON RACK $ 0 1022 Mark-up Per Gallon (plus) COLTON RACK $ Delivery Charge $ 232.32 C Unleaded Fuel Bulk Purchase Less than Full Truckload (less than 2,500) PPG Discount Per Gallon (minus) COLTON RACK $ 0 1205 Mark-up Per Gallon (plus) COLTON RACK $ Delivery Charge $ 211 07 DIESEL FUEL D. Diesel Fuel Bulk Purchase Full Truckload (8,000 + Gallons) PPG Discount Per Gallon (minus) COLTON RACK $ 0544 Mark-up Per Gallon (plus) COLTON RACK $ Delivery Charge $ 210 33 E. Diesel Fuel Bulk Purchase Less than Full Truckload (2,500 — 7,999) PPG Discount Per Gallon (minus) COLTON RACK $ .025 Mark-up Pei Gallon (plus) COLTON RACK $ Delivery Chaige $ 238.08 F Diesel Fuel Bulk Purchase Less than Full Truckload (less than 2,500) PPG Discount Per Gallon (minus) COLTON RACK $ Mark-up Per Gallon (plus) COLTON RACK $ .0793 Delivery Charge $ 159 99 10 L 1caldjm\Agreements\Pinnacle Petroleum Inc Agreement NPS 1 1 docx�n NPS -2 1 (2/6/19) EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees. CHECK ONE V I am aware of the provisions of Section 3700 of the Labor Code which requires 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 and activities required or permitted under this Agreement (Labor Code §1861) 1 affirm that at all times, in performing the work and activities required or permitted under this Agreement, [ shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct 11 i Icaldjm\Agreements1Pmnacle Petroleum Inc Agreement.NPS 1 1 docx.jn Date (012516