1 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
CITY OF CHULA VISTA
CONTRACTOR SERVICES AGREEMENT
WITH SC COMMERCIAL, LLC DBA SC FUELS
TO PROVIDE MOTOR VEHICLE FUEL SUPPLY AND DELIVERY
This Agreement is entered into effective as of July 1, 2026 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) and SC Commercial, LLC DBA SC Fuels , a California Corporation (“Contractor”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts:
RECITALS
WHEREAS, the City has a need for gasoline and renewable diesel for use in City vehicles and equipment on an as-neeeded basis; and
WHEREAS, the City desires to procure qualified contractor to supply and deliver gasoline and renewable diesel; and
WHEREAS, on October 24, 2025, the City issued a Request for Proposal (RFP) for fuel supply and delivery services; and
WHEREAS, the City received five (5) proposals from contractors interested in providing fuel supply and delivery services; and
WHEREAS, the City contractor selection committee completed its review of the proposals and determined Contractor as the firm to provide such services; and
WHEREAS, the contractor selection process has been conducted in accordance with Section 2.56.070.B of the Chula Vista Municipal Code; and
WHEREAS, the contractor agreement will be a three-year contract with two (2) one-year options to extend and the combined total of all assigned projects per the contractor agreement will not exceed $10,000,000 in the aggregate; and
WHEREAS, Contractor warrants and represents that it is experienced and staffed in a manner such that it can deliver the services requ ired of Contractor to City in accordance with the time frames and the terms and conditions of this Agreement.
(End of Recitals. Next Page Starts Obligatory Provisions.)
2 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
OBLIGATORY PROVISIONS
NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Contractor hereby agree as follows:
1. SERVICES
1.1 Required Services. Contractor agrees to perform the services, and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.”
1.2 Reductions in Scope of Work. City may independently, or upon request from Contractor, from time to time, reduce the Required Services to be performed by the Contractor under this Agreement. Upon doing so, City and Contractor agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction.
1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Contractor provide additional services related to the Required Services (“Additional Services”). If so, City and Contractor agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additio nal Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement.
1.4 Standard of Care. Contractor expressly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations.
1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Contractor of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Contractor or its subcontractors.
1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the need for Contractor to provide additional security for performance of its duties under this Agreement, Contractor shall provide such additional security prior to commencement of its Required Services in the for m and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney.
1.7 Compliance with Laws. In its performance of the Required Services, Contractor shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code.
1.8 Business License. Prior to commencement of work, Contractor shall obtain a business license from City.
1.9 Subcontractors. Prior to commencement of any work, Contractor shall submit for City’s information and approval a list of any and all subcontractors to be used by Contractor in the performance of the Required Services. Contractor agrees to take appropriate measures nece ssary to ensure that all subcontractors and 3 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
personnel utilized by the Contractor to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Contractor under this Agreement, Contractor shall ensure that each and every subcontractor carries out the Contractor’s responsibilities as set forth in this Agreement.
1.10 Term. This Agr eement shall commence on the earlier to occur of the Effective Date and shall terminate, subject to Sections 6.1 and 6.2 of this Agreement, when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly s urvive termination shall remain in effect.
2. COMPENSATION
2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Contractor in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2.
2.2 Detailed Invoicing. Contractor agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the a mount invoiced to date, and the remaining amount available under any approved budget. Contractor must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget.
2.3 Payment to Contractor . Upon receipt of a p roperly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Contractor for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms an d conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced.
2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback amount”). Upon City review and determination of Project Completion, the holdback amount will be issued to Contractor.
2.5 Reimbursement of Costs. City may reimburse Contractor’s out-of-pocket costs incurred by Contractor in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Contractor shall be responsible for any and all out-of-pocket costs incurred by Contractor in the performance of the Required Services.
2.6 Exclusions. City shall not be responsible for payment to Contractor for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Contractor, its agents, employees, or subcontractors.
2.7 Payment Not Final Approval . Contractor understands and agrees that payment to the Contractor or reimbursement for any Contractor costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Contractor of the terms of 4 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
this Agreement. If City determines that Contractor is not entitled to receive any amount of compensation already paid, City will notify Contractor in writing and Contractor shall promptly return such amount.
3. INSURANCE
3.1 Required Insurance . Contractor must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section.
3.2 Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work.
3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, ins urer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable.
3.4 Subcontractors. Contractor must include all sub -Contractors/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub -Contractors must also comply with the terms of this Agreement.
3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsement to the Contractor’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage.
3.6 General Liability Coverage to be “Primary.” Contractor’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Contractor and in no way relieves Contractor from its responsibility to provide insurance.
3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Contractor must procure and put into effect equivalent coverage(s).
3.8 Waiver of Subrogation. Contractor’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Con tractor waives any right it may have or may obtain to subrogation for a claim against City.
3.9 Verification of Coverage . Prior to commencement of any work, Contractor shall furnish City with original certificates of insurance and any amendatory endo rsements necessary to demonstrate to City that Contractor has obtained the Required Insurance in compliance with the terms of this Agreement. The words 5 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
“will endeavor” and “but failure to mail such notice shall impose no obligation or liability of any ki nd upon the company, its agents, or representatives” or any similar language must be deleted from all certificates. The required certificates and endorsements should otherwise be on industry standard forms. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications.
3.10 Claims Made Policy Requirements. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are required and are provided on a claims -made form, the following requirements also apply:
a. The “Retro Date” must be shown, and must be before the date of this Agreement or the beginning of the work required by this Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the work required by this Agreement.
c. If coverage is canceled or non -renewed, and not replaced with anot her claims-made policy form with a “Retro Date” prior to the effective date of this Agreement, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement.
d. A copy of the claims reporting requirements must be submitted to the City for review.
3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Contractor’s obligations under this Agreement, including Indemnity.
3.12 Additional Coverage. To the extent that insurance coverage provided by Contractor maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained.
4. INDEMNIFICATION
4.1. General. To the maximum extent allowed by law, Contractor shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indem nified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Contractor, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Se rvices, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Contractor, its employees, agents or officers, or any third party.
4.2. Modified Indemnity Where Agreement Involves Design Professional Services . Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity 6 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
obligation under Section 1, above, shall be limited to the extent required by California Civil Code section 2782.8.
4.3 Costs of Defense and Award. Included in Contractor’s obligations under this Section 4 is Contractor’s obligation to defend, at Contractor’s own cost, expense an d risk, and with counsel approved in writing by City, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Contractor shall pa y and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them.
4.4. Contractor’s Obligations Not Limited or Modified. Contractor’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Contractor. Furthermore, Contractor’s obligations under this Section 4 shall in no way limit, modify or excuse any of Contractor’s other obligations or duties under this Agreement.
4.5. Enforcement Costs . Contractor agrees to pay any and all costs and fees City incurs in enforcing Contractor’s obligations under this Section 4.
4.6 Survival. Contractor’s obligations under this Section 4 shall survive the termination of this Agreement.
5. FINANCIAL INTERESTS OF CONTRACTOR.
5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and Contractors performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700).
In order to assure compliance with these requirements, Contractor shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference.
5.2 Disclosures; Prohibited Interests. Independent of whether Contractor is required to file a Form 700, Contractor warrants and represents that it has disclosed to City any economic interests held by Contractor, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Contractor warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontrac tor working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further warrants and represents that no officer or employee of City, has any interest, whether contractual, non -contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Contractor or Contractor’s subcontractors. Contractor further agrees to notify City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or violation of any of these warranties, City shall have the right to rescind this Agreement without liability.
5.3 Levine Act. California Government Code section 84308, com monly known as the Levine Act, prohibits public agency officers from participating in any action related to a contract if such officer receives political contributions totaling more than $250 within the previous twelve months, and for twelve months following the date a final decision concerning the contract has been made, from the person or company awarded the contract. The Levine Act also requires disclosure of such contribution by a party to be awarded a specific contract. In order to assure compliance w ith these requirements, Contractor shall comply with the 7 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
disclosure requirements identified in the attached Exhibit D, incorporated into the Agreement by this reference.
6. REMEDIES
6.1 Termination for Cause . If for any reason whatsoever Contractor shal l fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Contractor shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to terminate this Agreement by giving five (5) days written notice to Contractor. Such notice shall identify the Default and the Agreement termination date. If Contractor notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Contractor up to ten (10) additional days after the designated term ination date to effectuate such cure. In the event of a termination under this Section 6.1, Contractor shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Contractor as part of the Required Services.
Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Contractor may be entitled to compensation for work satisfactorily performed prior to Contractor’s receipt of the Default notice; provided, however, in no event shall s uch compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default.
6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Contractor of such termination or suspen sion at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Contractor shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Contractor shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work s atisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement.
6.3 Waiver of Claims. In the even t City terminates the Agreement in accordance with the terms of this Section, Contractor hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6.
6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, C ontractor shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement.
6.5 Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Cal ifornia. Any action arising under or relating to this Agreement shall be brought only in San Diego County, State of California. Contractor hereby waives any right to remove any action from San Diego County as may otherwise be permitted by California Code of Civil Procedure section 394.
8 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
6.6 Service of Process. Contractor agrees that it is subject to personal jurisdiction in California. If Contractor is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Contractor irrevocably consents to service of process on Contractor by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing.
7. OWNERSHIP AND USE OF WORK PRODUCT
All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Contractor in the Uni ted States or in any other country without the express, prior written consent of City. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Contractor, except as may be limited by the provisions of the Public Records Act or expressly prohibited by other applicable laws. With respect to computer files containing data generated as Work Product, Contractor shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.
8. GENERAL PROVISIONS
8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties.
8.2 Assignment. City would not have entered into this Agreement but for Contractor’s unique qualifications and traits. Contractor shall not assign any of its rights or responsibilities under this Agreement, nor any part hereof, without City’s prior written consent, which City may grant, condition or deny in its sole discretion.
8.3 Authority. The person(s) executing this Agreement for Contractor warrants and represents that they have the authority to execute same on behalf of Contractor and to bind Contractor to its obligations hereunder without any further action or direction from Contractor or any board, principle or officer thereof.
8.4 Counterparts. This Agreement may be executed in counterp arts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart.
8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded.
8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Contractor agrees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement, including accounting for costs and expenses charged to City, including such records in the possession of sub - contractors/sub-Contractors.
9 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties.
8.8 Independent Contractor. Contractor is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, agents or volunteers shall have control over the conduct of Contractor or any of Contractor’s officers, e mployees, or agents (“Contractor Related Individuals”), except as set forth in this Agreement. No Contractor Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Furthermore, City will not withhold state or federal income tax, social security tax or any other payroll tax with respect to any Contractor Related Individuals; instead, Contractor shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Contractor shall not at any time or in any manner represent that it or any of its Contractor Related Individuals are employees or agents of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner.
8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing.
8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time.
(End of page. Next page is signature page.)
10 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
SIGNATURE PAGE
CONTRACTOR SERVICES AGREEMENT
IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Contractor agree that they have read and understood all terms and conditions of the Agreement, that they fully agree and consent to bound by same, and that they are freely entering into this Agreement as of the Effective Date.
SC COMMERCIAL, LLC DBA SC FUELS CITY OF CHULA VISTA
BY:________________________________ BY: ________________________________
SHERRY THOMAS TIFFANY ALLEN
VICE PRESIDENT CITY MANAGER
APPROVED AS TO FORM
BY: _______________________________
Marco Verdugo
City Attorney
11 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
EXHIBIT A
SCOPE OF WORK AND PAYMENT TERMS
1. Contact People for Contract Administration and Legal Notice
A. City Contract Administration:
Alicia M. Granados
1800 Maxwell Road, Chula Vista, CA 91911
(619)397-6145
[email protected]
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5037
[email protected]
B. Contractor Contract Administration:
SC Commercial, LLC DBA SC Fuels
Karen Koep, Analyst II
(714)936-8438
[email protected]
For Legal Notice Copy to:
Jonathan Grayson
20 Greenway Plaza, Suite 200, Houston, TX 77046
(865)474-3529
[email protected]
2. Required Services
A. General Description:
Contractor shall provide bulk fuel services for Unleaded, and Renewable Diesel fuels to all City fixed fuel sites on an “as needed” basis. See Exhibit E for list of fuel site locations, fuel types and aboveground storage tanks (AST) size by gallons.
B. Detailed Description:
1) Ordering: Physical inventory for all fuel types is monitored electronically. This system monitors stored fuel using the following parameters: content, volume, height, usage, and temperature. The City maintains and calibrates this system annually.
a. Designated City Staff will verify tank levels and provide authorization for fuel order and fuel delivery. Contractor shall not order fuel on City’s behalf nor schedule delivery without prior authorization by designated City staff.
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b. The authorized fuel order should be fulfilled, delivered and unloaded at the City’s designated fuel site within forty-eight (48) hours of authorized order by designated City staff. c. Contractor shall provide the City quarterly and annual reports summarizing the following (at a minimum): fuel order dates, dates of delivery, quantities unloaded in gallons, and type of fuel delivered, and delivery price.
2) Delivery:
a. Contractor shall arrange for delivery of all fuel orders and perform all deliveries in a safe and professional manner, adhering to all applicable Federal, State, Local, American Society of Testing & Materials (ASTM), Department of Transportation (DOT), San Diego APCD, and Air Resources Board (ARB) regulations for the handling and supply of gasoline, diesel fuels. b. Deliveries shall be made between the hours of Monday through Friday, 7:00AM to 2:00PM to the city’s fuel sites within forty-eight (48) hours from receipt of order from authorized City staff.
c. Up to one-hour of standing time shall be allowable at no additional charge to the City for the purpose of unloading. If the Contractor is unable to begin unloading fuel within one (1) hour after the scheduled arrival at the City’s fuel sites due to delays caused by City operations, demurrage charges may be assessed by Contractor. Such charges shall apply in increments of one-quarter (1/4) hours. Contractor shall receive inventory reports prior to unloading fuel into the ASTs. Printouts shall be provided to designated City staff at the time of each completed delivery.
i. Inventory should be maintained to ensure fuel deliveries bring tanks to 80–90% capacity.
ii. Dry run fees should not be incurred, as daily inventory levels are provided in advance of each delivery. Certain exceptions may apply.
d. Contractor shall provide a fuel delivery bill of lading receipt to designated City staff at the time of completed delivery.
e. Contractor warrants that each carrier/driver utilized by Contractor to deliver fuel to the City’s fuel sites has the proper operating license, driver safety records, training and certifications, and insurance required to operate fuel trucks and trailers in accordance with current Federal, State and local regulations.
f. All delivery carriers/drivers shall be trained and certified in ALL required and appropriate safety measures and HAZMAT, and equipped to handle the containment, remediation, and proper clean-up of all spills up to one-hundred (100) gallons. 13 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
g. Contractor shall be responsible for all spillage that may occur during transit, loading and/or unloading operations.
h. Contractor shall be held financially and legally responsible/liable for the complete containment, remediation, and disposal of all hazardous materials/waste spills that may occur during the Contractors fueling, delivery and unloading operations. i. The supplier shall immediately report any spillage to designated City staff and clean up the spillage immediately.
j. In the event of a fuel spill, the supplier is required to immediately notify designated City staff and staff at the delivery location, cover all drains in the vicinity, prevent spill from entering storm drains, and contain the spill.
k. City will supervise all fuel spill remediation and disposal of hazardous materials and/or waste.
l. Contractor shall correctly adjust fuel deliveries to be stated, billed, and paid for based on said fuel at sixty (60) degrees Fahrenheit. Corrections shall be made on all bulk deliveries for petroleum measurement tables.
m. Contractor shall provide City with a hazardous waste spill and emergency procedure at Service Agreement commencement (start date).
n. Emergency Deliveries: Deliveries requested outside of the City’s regular working hours of 8:00 a.m. to 2:00 p.m., Monday through Friday, shall be considered emergency deliveries, unless Supplier 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 Supplier failure to make a routine delivery of fuel within the normal working hours or if Supplier has made prior special arrangements for a routine after-hours delivery.
The City shall endeavor to keep emergency deliveries to a minimum. However, in the event of an emergency, delivery shall be completed within twenty-four (24) hours of receipt of the request for emergency delivery. Supplier shall be allowed an additional payment for emergency deliveries. This cost shall be stated as per hour cost (plus cost of fuel), as noted in Section 4.a. Form of Compensation. Provisions of the contract shall in no way prohibit the City from making an incidental purchase from another supplier for the same commodities as listed herein and emergency purchases may be obtained from contract supplier or other sources in order to best serve the interests of the City.
14 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
3) Fuel Quality and Testing:
a. Fuels supplied by Contractor shall meet current fuel industry guidelines, regulations, industry standards, including San Diego APCD and American Society of Testing & Materials (ASTM) laws, regulations, guidelines and standards.
b. Fuel supplied by Contractor shall be free from contamination. c. City reserves the right to conduct spot check testing for fuel product quality assurance via an independent laboratory of City’s choice.
d. City and/or its authorized representative(s) reserves the right to test fuel quality before, during, and after unloading. Should test results show fuel contains contaminants, additives, or other particulates not within gasoline and diesel fuel industry standards/specifications; the fuel will be rejected.
e. Any aftermarket additive used shall be identified by brand and/or trade name. The manufacturer’s additive specifications shall be provided within forth eight (48) hours to City upon request. An additive, if used, shall comply with Environmental Protection Agency (EPA) regulations, and shall be compatible with the refiner’s product. f. Additives which increase emissions of sulfur and other substances proven to damage the environment and/or which are disallowed by EPA regulations will not be accepted. 4) Invoices and Payments:
a. Contractor shall submit invoices electronically, as an attachment to an email formatted as a PDF, to designated City staff within one (1) week of delivery (max 7 days). b. Invoices shall include the following information: order date, delivery date and time, delivery location, fuel type, unloaded gallons, fuel temperature, fuel origin (supplier), transporter/hauler, and itemize all unit prices, taxes, and fees. c. Contractor shall submit monthly statements summarizing the invoices for the month to designated City staff within one (1) week of the end of the month (max 7 days). Statement shall include invoice numbers, invoice date, fuel type, billed quantity, invoice total. d. Statements are paid net 30 days from date of receipt. e. Payment shall be made for fuel quantities actually delivered, unloaded, and accepted. f. The City is exempt from Federal Fuel Excise Tax. Invoices shall not assess Federal Fuel Excise Tax to the City. If such charges are assessed and added to invoices, Contractor shall correct immediately and issue a credit to the City within a week (7 days). 15 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
5) Fuel Type and Pricing:
a. City requires Unleaded and Renewable Diesel fuels.
b. City prefers to purchase unbranded bulk fuel services - gasoline and diesel based on OPIS pricing.
c. If unbranded fuel is unavailable, City will accept branded fuel. d. Base fuel costs will always be the OPIS “San Diego” PADD 5 report as of 10:00 a.m.
Eastern time on the day the fuel order is placed.
3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin July 1, 2026 and end on June 30, 2029 for completion of all Required Services.
4. Compensation:
A. Form of Compensation
☒ Time and Materials. For performance of the Required Services by Contractor as identified in Section 2.B., above, City shall pay Contractor for the productive hours of time spent by Contractor in the performance of the Required Services, at the rates or amounts as indicated below:
Unleaded Gasoline: Price shall apply to the low rack/terminal price in the column entitled “San Diego”, PADD 5, San Diego CARFG Ethanol 10.0%, unbranded Low Rack, in the OPIS daily report published approximately 10:00 a.m. ET
Bulk Purchase (PPG) Full Truckload (6,000+
gallons)
Less than full Truckload
(2,500 – 5,999 gallons)
Less than full Truckload
(less than 2,500 gallons)
Discount per gallon
(minus)
$-0.100 $ 0.00 $ 0.00
Mark-up per gallon
(plus)
$ 0.000 $ 0.00 $ 0.00
Delivery charge $ 0.0466 $0.16 $0.264
Renewable Diesel: Price shall apply to the low rack/terminal price in the column entitled “San Diego”, PADD 5, San Diego NESTE Renewable Diesel, unbranded Low Rack, in the OPIS daily report published approximately 10:00 a.m. ET
Bulk Purchase (PPG) Full Truckload (5,000+
gallons)
Less than full Truckload
(2,500 – 4,999 gallons)
Less than full Truckload
(less than 2,500 gallons)
Discount per gallon
(minus)
$ 0.00 $ 0.00 $ 0.00
Mark-up per gallon
(plus)
$ 0.05 $ 0.00 $ 0.00
Delivery charge $ 0.0544 $0.16 $0.264
16 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
Additional Fees:
Demurrage – charges per one-quarter (1/4) hour in excess of initial one (1) hour $40.00 Dry Run – charge per stop $100.00
Emergency Delivery Fee $0.00
B. Reimbursement of Costs
☒ None, the compensation includes all costs
Notwithstanding the foregoing, the maximum amount to be paid to Contractor for services performed through June 30, 2029 shall not exceed $6,000,000. The maximum amount to be paid to Contractor for all services performed
5. Special Provisions:
☐ Permitted Sub-Contractors: None
☐ Security for Performance: None
☒ Notwithstanding the completion date set forth in Section 3 above, City has the option to extend this Agreement for two (2) additional one-year terms, defined as one-year increments, or June 30, 2031. The City Manager or Director of Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each exten sion shall be on the same terms and conditions contained herein. The City shall give written notice to Contractor of the City’s election to exercise the extension via the Notice of Exercise of Option to Extend document. Such notice shall be provided at least 30 days prior to the expiration of the term.
17 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
EXHIBIT B
INSURANCE REQUIREMENTS
Contractor shall adhere to all terms and conditions of Section 3 of the Agreement and agrees to provide the following types and minimum amounts of insurance, as indicated by checking the applicable boxes (x).
Type of Insurance Minimum Amount Form
☒ General Liability:
Including products and
completed operations,
personal and
advertising injury
$2,000,000 per occurrence for
bodily injury, personal injury
(including death ), and property
damage. If Commercial General
Liability insurance with a general
aggregate limit is used, either the
general aggregate limit must apply
separately to this Agreement or the
general aggregate limit must be
twice the required occurrence limit
Additional Insured Endorsement
or Blanket AI Endorsement for
City*
Waiver of Recovery Endorsement
Insurance Services Office Form
CG 00 01
*Must be primary and must not
exclude Products/Completed
Operations
☒ Automobile Liability $1,000,000 per accident for bodily injury, including death, and
property damage
Insurance Services Office Form
CA 00 01
Code 1-Any Auto
Code 8-Hired
Code 9-Non Owned
☒ Workers’
Compensation
Employer’s Liability
$1,000,000 each accident
$1,000,000 disease policy limit
$1,000,000 disease each employee
Waiver of Recovery Endorsement
Other Negotiated Insurance Terms: NONE
18 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
EXHIBIT C
CONTRACTOR CONFLICT OF INTEREST DESIGNATION
The Political Reform Act 1 and the Chula Vista Conflict of Interest Code 2 (“Code”) require designated state and local government officials, including some Contractors, to make certain public disclosures using a Statement of Economic Interests form (Form 700). Once filed, a Form 700 is a public document, accessible to any member of the public. In addition, Contractors designated to file the Form 700 are also required to comply with certain ethics training requirements.3
☒ A. Contractor IS a corporation or limited liability company and is therefore EXCLUDED4 from disclosure. ☐ B. Contractor is NOT a corporation or limited liability company and disclosure designation is as follows:
APPLICABLE DESIGNATIONS FOR INDIVIDUAL(S) ASSIGNED TO PROVIDE SERVICES (Category descriptions available at www.chulavistaca.gov/departments/city-clerk/conflict-of-interest-code.)
Name Email Address Applicable Designation
Enter Name of Each
Individual Who Will Be
Providing Service Under the
Contract – If individuals
have different disclosure
requirements, duplicate this
row and complete separately
for each individual
Enter email address(es) ☐ A. Full Disclosure
☐ B. Limited Disclosure (select one or more
of the categories under which the
Contractor shall file):
☐ 1. ☐ 2. ☐ 3. ☐ 4. ☐ 5. ☐ 6. ☐ 7.
Justification:
☐ C. Excluded from Disclosure
1.Required Filers
Each individual who will be performing services for the City pursuant to the Agreement and who meets the definition of “Contractor,” pursuant to FPPC Regulation 18700.3, must file a Form 700.
2.Required Filing Deadlines
Each initial Form 700 required under this Agreement shall be filed with the Office of the City Clerk via the City's online filing system, NetFile, within 30 days of the approval of the Agreement. Additional Form 700 filings will be required annually on Apr il 1 during the term of the Agreement, and within 30 days of the termination of the Agreement.
3. Filing Designation
The City Department Director will designate each individual who will be providing services to the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure , based on an analysis of the services the Contractor will provide. Notwithstanding this designation or anything in the Agreement, the Contractor is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questi ons regarding filing requirements, please do not hesitate to contact the City Clerk at (619)691-5041, or the FPPC at 1-866-ASK-FPPC, or (866) 275-3772 *2.
1 Cal. Gov. Code §§81000 et seq.; FPPC Regs. 18700.3 and 18704. 2 Chula Vista Municipal Code §§2.02.010-2.02.040.
3 Cal. Gov. Code §§53234, et seq.
4 CA FPPC Adv. A-15-147 (Chadwick) (2015); Davis v. Fresno Unified School District (2015) 237 Cal.App.4th 261; FPPC Reg. 18700.3 (Consultant defined as an “individual” who participates in making a governmental decision; “individual” does not incl ude corporation or limited liability company).
19 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
Pursuant to the duly adopted City of Chula Vista Conflict of Interest Code, this document shall serve as the written determination of the Contractor’s requirement to comply with the disclosure requirements set forth in the Code.
Completed by: Alicia Granados
20 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
EXHIBIT D
CONSULTANT LEVINE ACT DISCLOSURE
California Government Code section 84308, commonly referred to as the Levine Act, prohibits any City of Chula Vista Officer 5 (“Officer”) from taking part in decisions related to a contract if the Officer received a political contribution totaling more than $250 within the previous twelve months, and for twelve months following the date a final decision concerning the contract h as been made, from the person or company awarded the contract.
The Levine Act also requires disclosure of such contribution by a party to be awarded a specific contract. The Levine Act does not apply to competitively bid, labor, or personal employment contracts.
☐A. The Levine Act (Govt. Code §84308) DOES NOT apply to this Agreement. ☒B. The Levine Act (Govt. Code §84308) does apply to this Agreement and the required disclosure is as follows:
Current Officers can be located on the City of Chula Vista’s websites below:
Mayor & Council - https://www.chulavistaca.gov/departments/mayor-council City Attorney - https://www.chulavistaca.gov/departments/city-attorney/about-us Planning Commissioners – www.chulavistaca.gov/pc
Candidate for Elected Office – www.chulavistaca.gov/elections
1. Have you or your company, or any agent on behalf of you or your company, made political contributions totaling more than $250 to any Officer in the 12 months preceding the date you submitted your proposal, the date you completed this form, or the anticipated date of any Council action related to this Agreement?
YES: ☐ If yes, which Officer(s): Click or tap here to enter text.
NO: ☒
2. Do you or your company, or any agent on behalf of you or your company, anticipate or plan to make political contributions totaling more than $250 to any Officer in the 12 months following the finalization of this Agreement or any Council action related to this Agreement?
YES: ☐ If yes, which Officer(s): Click or tap here to enter text.
NO: ☒
Answering yes to either question above may not preclude the City of Chula Vista from entering into or taking any subsequent action related to the Agreement. However, it may preclude the identified Officer(s) from participating in any actions related to the Agreement.
5 “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. GC § 84308
21 City of Chula Vista Agreement No.: 2026-064
Service Provider Name: SC Commercial, LLC DBA SC Fuels Rev. 1/14/2025
EXHIBIT E
CITY OF CHULA VISTA FUEL STATIONS
Fire Station #3
100 Moss Street, Chula Vista, 91910
Unleaded 2,000 Gal
Diesel 2,000 Gal
Fire Station #4
850 Paseo Ranchero, Chula Vista, 91910
Diesel Tank 1 500 Gal
Diesel Tank 2 1,000 Gal
Fire Station #5
341 Orange Ave, Chula Vista, 91911
Diesel Tank 1 500 Gal
Diesel Tank 2 1,000 Gal
Fire Station #7
1640 Santa Venetia, Chula Vista, 91913
Unleaded 1,000 Gal
Diesel 1,000 Gal
Public Works Corp Yard
1800 Maxwell Road, Chula Vista, 91911
Unleaded 12,000 Gal
Diesel 12,000 Gal