HomeMy WebLinkAboutContracts & Agreements_147-2016 AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
This agreement for the provision of vehicle maintenance and repair services (`Agreernent") is made
and entered in this IV' day of July, 2016 (`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 "Parties." In
consideration of tile mutual promises contained herein, City and Contractor agree as follows:
ARTICLE l — ENGAGEMENT OF CONTRACTOR
1.1 City hereby engages Contractor to supply 87 Octane and Diesel Fuels 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
contractors in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONTRACTOR
2.1 The Services that Contractor shall provide fuel according to the Price and Fee bid as
described 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 any applicable state prevailing
wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City shall make available to Contractor- public information in its possession that may assist
Contractor in performing the Services.
3.2 City designates City's Quality of Life 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 as
reasonably requested fi-orn time to time by City. The Services shall commence within ten
(10) days of the Effective Date of th is Agreement.
4.2 The term of the Agreement shall be for a period of one (I) year from the Effective Date of
this Agreement (the "Initial Term"). The City shall have the option to extend the Initial
Term of this Agreement by two (2) one-year additional terms (an "Extended Term"), on the
same teems and conditions, by providing written notice to Contractor at least thirty (30)
days prior to the expiration of the Initial Term or•any Extended Term.
ARTICLE 5 — PAYMENTS TO CONTRACTOR
5.1 The annual compensation for Contractor's performance of the Services shall not exceed the
amount of Three Hundred Ninety Thousand Dollars ($390,000) for 87 Octane and One
Hundred Fifty Thousand Dollars ($150,000) for Diesel fuel on separate purchase orders;
and total compensation shall not exceed the amount of One Million Six Hundred Twenty
Thousand Dollars ($1,620,000) throughout the term of this Agreement. City shall pay
Contractor on a time and materials basis up to the not to exceed amount based upon the unit
prices shown in Exhibit "B."
5.2 Contractor shall submit 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.
City shall pay Contractor no later than thirty (30) days after receipt and approval by City of
Contractor's invoice.
5.3 Payment to Contractor will be adjusted annually, fo• any Extended Term by an amount
equivalent to the increase in the Consumer Price Index f-on the previous year to the current
year. The Consumer Price Index to be used for annual adjustments of any payments under
this Agreement is the CPI-U (Consumer Price Index for All Urban Consumers) Los
Angeles-Riverside-Orange County.
5.4 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; or
(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 Contractor
Director Liz McKinley
Quality of Life Department President
City of Redlands Pinnacle Petroleum, Inc
35 Cajon Street, Suite 222 16651 Gemini Lane
P.O. Box 3005 (mailing) Huntington Beach, CA 92647
Redlands, CA 92373
ARTICLE 6— INSURANCE AND INDEMNIFICATION
6.1 Insurance 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 prior to
commencement of the Services. Insurance policies shall include a provision prohibiting
cancellation or modification of the policy except upon thirty (30) days prior written notice
to City.
6.2 Contractor shall secure and maintain Workers' Compensation and Employer's Liability
insurance in accordance with the laws of the State of California, with an insurance carrier
acceptable to City as described in Exhibit "C," entitled "Workers' Compensation Insurance
Certification," which is attached hereto and incorporated herein by this reference.
6.3 Contractor shall secure and maintain comprehensive general liability insurance with carriers
acceptable to City. Minimum coverage 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
C ity.
6.4 Contractor shall have 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 names as an additional insured and such
insurance shall be primary and non-contributing to any insurance or self insurance
maintained by City.
6.5 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, omission or failure to act by Contractor, 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 or 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.
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;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize the 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 or
for 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 under Government Code section 87302.
7.3 In the event City determines that Contractor must disclose its financial interests, Contractor
shall complete and file a Pair Political Practices Commission Form 700, Statement of
Economic Interests with the City Clerks' 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.
8.3 Documents, records, drawings, designs, cost estimates, electronic data files, databases and
any other documents developed by Contractor in connection with its performance of the
Services, and any copyright interest in such documents, shall become the property of City
and shall be delivered to City upon completion of the Services, or upon the request of City.
Any reuse of such documents, and any use of incomplete documents, shall be at City's sole
risk.
8.4 Contractor is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor of its agents shall have
control over the conduct of Contractor 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 or 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. Contractor shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent, nor shall Contractor have any authority, express or implied, to bind City to any
obligation.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City; provided, however, this Agreement
may be terminated by City, in its sole discretion, by providing ten (10) days prior written
notice to Contractor (delivered by certified mail, return receipt requested) 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, Contractor shall immediately discontinue
its provision of the Services. Contractor shall be compensated on a pro-rata basis for
Services completed up to the date of termination.
8.6 Conti-actor shall imaintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services (or a period of three (3)
years, or 6or any longer period required by law, firorn the date of final payment to Contractor
pursuant o this Agreement. Such books shall be available at reasonable times for
examination by City at the office of-Contractor.
8.7 ']'his Agreement, including the r'xhibits incorporated herein by reference, represents the
entire agi-cenient and LHICICI-Starlding between the Parties as to the matters contained herein,
and any prior negotiations, written proposals or verbal agreements relating to SLICII 111attCrS,
are S1.1perseded by this Agreeryient. Exccpt as otherwise provided for- herein, an amendment
to this Agreement shall be in writing, approved by City and signed by City and Contractor,
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State ofCaffornia.
IN WITNESS W1 IFIRF"OF, duly aLithorizect representatives ofthc City and Contractor have signed
in confirmation of this Agreement.
CITY Of' RFDLANDS PINNACLE' ROLE'UM, INC.
13 y: By: /,7
1pre,
V� 4-M e Pi,esidei
Paul V Foster. ayor
Attest:
Sam Irwin, City Clerk
EXHIBIT "A"
Scope of Services
Contractor to supply the City corporate yard fuel station with unleaded and ultra-low sulfur
diesel fuel.
LOCATION AND TANK SIRES
Fuel deliveries shall be made to the City's Corporate Yard, 1270 West Park Avenue, Redlands,
CA 92373.
Unleaded; Two (2) - 12,000 gallon underground tanks
Diesel: One(1) - 12,000 gallon underground tank
DELIVERIES
Deliveries will only be received weekdays between the hours of 5:30 a.m, and 3:30 p.m.
Deliveries will be accepted on weekends and holidays at the City's special request.
Standard deliveries (monthly average 1 annual based on calendar year 2015):
87 Octane: 13,0001 157,000 (between the two tanks)
Diesel: 5824170,000
• Delivery shall be made by tanker truck.
• Supplier must dip and record each tank (city does not have the VeedorRoot connected
to read tank measures).
• Supplier must meter and record each delivery.
• Supplier's delivery ticket must include driver's dip and metered readings. Billing must be
based upon metered delivery.
Delivery Driver Safety Measures
• Driver must position the fuel delivery truck so it does not interfere with the movement of
other vehicles.
• Driver must ensure that fuels are delivered into the correct tanks.
• Driver must determine the pre-fueling level in the tank to determine quantity needed
before dispensing fuel.
• Driver must remain within the sight of the truck flow valve while the fuel is flowing into
the storage tank in the event fuel must be shut off quickly.
• All articles delivered under the agreement must conform to the Safety Orders of the
State of California, Division of Industrial Safety.
UNLEADED FUEL
The unleaded fuel supplied under this category of the contract shall have an Octane 87 and that
it meets all applicable EPA regulations in effect for the refinery and/or distributor at the time of
delivery to the City. The City may request the supplier to provide a current technical
specification sheet for the unleaded fuel being supplied for the purpose of comparison to
independent laboratory analysis of fuel samples. Delivery of non-compliant unleaded fuel to the
City constitutes a breach of the agreement, which may result in immediate agreement
termination by the City.
DIESEL FUEL, ULTRA-LOW SULFUR
The diesel fuel supplied under this category of the agreement shall be a No. 2 Ultra low sulfur
diesel (15 ppm Max) that meets all applicable EPA and CARB regulations in effect for the
refinery and/or distributor at the time of delivery to the City. The City may request the supplier to
provide a current technical specification sheet for the certified No. 2 Ultra low sulfur diesel fuel
being supplied for the purpose of comparison to independent laboratory analysis of fuel
samples. Delivery of non-compliant No. 2 Ultra low sulfur diesel fuel to the City constitutes a
breach of the agreement, which may result in immediate agreement termination by the City.
FUTURE FUEL SPECIFICATION CHANGES
During the term of this contract, the City may require a change in the specifications of the diesel
fuel supplied to comply with any change in Federal, State or local laws governing fuel
properties. In the event that such changes are necessary, the City shall notify the supplier in
writing of the requested change. If a price increase is necessary due to a fuel specification
change, the supplier may submit a written request to incorporate the additional cost per gallon
over the original contract bid price. If the City and supplier cannot reach an agreement on the
added cost for the requested change, either party may terminate the contract with a 60-day
written notice.
DELIVERY
The City shall not agree to any minimum order quantities. Fuel shall be delivered at the listed
location as ordered by authorized personnel.
LOCATION TANK CAPACITY (GALLONS) COMMENTS
City of Redlands Corp Yard (2) 12,000
1270 W. Park Avenue Unleaded Below Ground
Redlands, CA 92373 (1) 12,000 Below Ground
All deliveries shall be made in a metered truck or temperature correction adjustments to 60°F
shall be made. If replenishment is for a truck and trailer quantity to be delivered to a truck
and trailer location and the successful bidder elects to make delivery in a vehicle of lesser
capacity he/she shall not charge more than the prices applicable for a single delivery to the
location.
All deliveries shall be F.O.B. destination to delivery location as required. No delivery charges
shall be made unless otherwise noted on bid form.
All deliveries shall be made within 24-48 hours after order has been placed. Orders will
be placed by telephone call.
TANK FILLING
As the filling operation begins, the Overflow Protection Valve (OFP) is in the closed
position.
The filling operation pressurizes (30-50 PSI) the OFP, and it will slowly begin opening.
During this period, the delivery pump must not exceed delivery equipment working pressures.
As the product in the tank rises, it engages the flow assembly. If the float rises to the shut-
off level the valve will return to the closed position.
FLOW RATE
Flow rates at OFP valve are 10-400 GPM dependent upon pump's capabilities.
Minimum operating pressure is 7 PSI.
IaealdjtttlAgreemcnislPianacle PCSTOICLLnl-Flect Duel Agreement 7 12.I6.doc
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EXHIBIT "B"
PRICE AND FEE BID
87 Octane Fuel, as specified:
The first OPIS Daily Calton as of 5/23/2016
Unbranded Rack Average price quote per gallon $ 1.713 (a)
Bidder's markup per gallon
(Including freight)for delivery to Redlands $- 0.057 (b)
Net price per gallon delivered to Redlands (TOTAL) $ 1.656 (c)
Ultra Low Clear Diesel, as specified:
The first OPIS Daily Colton as of 5/23/2016
Unbranded Rack Average price quote per gallon $ 1.663 (a)
Bidder's markup per gallon
(Including freight) for delivery to Redlands $ +0.0120 (b)
Net price per gallon delivered to Redlands(TOTAL) $ 1.675 (c)
f'lcaldjntlAerccrncntsll'innacic Petrolfllnt-Flcet Duel Apreentent 7 19.I6.doc
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EXMBIT "C"
WORKERYCOMPENSATION INSURANCE CERTIFICATIONTO PERFORM
VEIII(`LE MAINTENANCE AND REPAIR SERVICES
WORKERYCOMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall sccure the paynicrit of compensation in one or more of
the following ways:
(a) By being insured against liability to pay compensation by one or more ilISLII-CI-S
duly authorised to write compensation insurance in this State.
(b) 13Y SeCUring fil-Oill the Director of Industrial Relations. a certificate of`consent to
SCIF-IIISLII-C., either as an individual employer, or as one employer in a group 01'
employers, which may be given upon furnishing proof satisfiactory to the Director
of Industrial Relations of ability to SC]f'-i]ISLlj-c and to pay any compensation that
may become dLIC to his Or her'ernployeeS.
CHQN F
. ........
_......._l m aware of- the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against,ainst liability for Workers' Compensation OF to Undertake self-
insurance in accordance with the provisions ofthat Code, and I will comply with such provisions
bci'oi-e commencing the performance of the work and activities required or permitted under this
Agreement. (L,abor Code §1861).
I affirm that at all times, in performing the work and activities required or permitted Linder
this Agreement, I shall not employ any person in any manner SLIch that I become SLib'jcct to the
workers' compensation laws of'Calif'ornia. However, at any time, if I employ any person such
that I become subject to the WOrkffs' compensation laws of California, immediately I shall
provide the City with a certificate of consent to self-insure, or a certification of workers'
compensation inSLIMITM
I certify Under penalty Of pCIjUry Under the laws of the State of-California that the inflori-riation
and representations made in this certificate are true and correct.
I
Pinnacle Petroleum. i�l C.
13y ........... ILIIY 19, 2016
President
PCUO( CLIM FICd FUJAun!emcm 7 19 16&)c
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