County of Orange Page 1 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc.
REGIONAL COOPERATIVE AGREEMENT
CONTRACT RCA-017-210100021
BETWEEN
THE COUNTY OF ORANGE
AND
PINNACLE PETROLEUM INC
FOR
UNLEADED FUEL AND RELATED SUPPLIES AND SERVICES
This Contract RCA-017-21010021, hereinafter referred to as “Contract”, is made and entered into upon execution of all necessary signatures between the County of Ora nge, he reinafter “Co unty” and Pinnacle Petroleum Inc. with a place of business at 16651 Gemini Lane, Huntington Beach, CA 92647, hereinafter referred to as “Contractor”, which are s ometimes individually referred to as “Party” or collectively referred to as “Parties”;
RECITALS
WHEREAS Contractor responded to Invitation for Bid: IFB-C028830-JM, for unleaded fuel, and related supplies and services, and represented that its proposed products and services shall meet or exceed the requirements and specifications as specified in Attachment A, Scope of Work, and WHEREAS Contractor ag rees to provide unleaded fuel s and related supplies and services as further set forth in Attachment A, Scope of Work, attached hereto and incorporated herein; and WHEREAS Contractor agrees to accept the compen sation as further set forth in Attachment B, Payment and Compensation, attached hereto as and incorporated herein.
NOW THEREFORE the Parties mutually agree as follows:
ARTICLES
General Terms and Conditions:
A. Governing Law and Venue : This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any le gal action to enforce or int erpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the pa rties hereto agree to and do hereby sub mit to the jurisdiction of such court, notwiths tanding Code of Civil Procedure Section 394. Fu rthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.
B. Entire Contract: This Contract contains the entire Contract between the parties with res pect to the matters herein, and there are no restrictions, promises, warranties or undertakings other th an those set forth herein or referred to herein. No excep tions, alternatives, substitutes or revisi ons are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contra cts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on C ounty unless accepted in writing by County’s Purchasing Agent or designee.
C. Amendments: No alteration or variation of the terms of t his Contract shall be valid unless made in writing and sig ned by the parties; no oral understanding or agreement not incorpo rated herein shall be bindin g on either of the p arties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing.
ATTACHMENT 2
County of Orange Page 2 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc.
D. Taxes: Unless otherwise provided herein or by law, price quoted does n ot include California state sales or use tax. O ut-of-state Contractors shall indicate California Board of Equalization permit numbe r and sales permit number on invoices, if California sales tax is added and collectable. If no perm it numbers are shown, sa les tax will be deducted fro m payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to the Contractor.
E. Delivery: Time of delivery of goods or services is of the e ssence in this Contract. County reserves the right to refuse any goods or services and to cancel all or any part of the goods not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed statement of work. Acceptance of any part of the order for goods shall not b ind County to accept future shipments nor deprive it of the right to return goo ds already accepted at Contractor’s expense. Over shipments and under shipments of goods shall be only as agreed to in writ ing by County. Delivery sha ll not be deemed to be complete until all goods or services have actually been received and accepted in writing by County.
F. Acceptance/Payment: Unless otherwise agreed to in writing by County: 1) acceptance shall not be deemed c omplete unless in writing an d until all the serv ices have actually been rendered, inspected, and tested to the satisfaction of Count y, and 2) payment shall be made after satisfactory acceptance.
G. Warranty: Contractor expressly warrants that the goods cover ed by this Contract are 1) f ree of liens or encu mbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpos e for which they are intended. Acceptance of this order shall constitute an agreement upon Contractor’s part to i ndemnify, defend and hold County and its indemnities as identified in paragraph “Z” below, and as more f ully described in paragraph “Z,” harml ess from liability, loss, damage and ex pense, including reason able counsel fees, incurred or sustained by County by reason of the failure of the goods/services to conform to such warranties, faulty work performance, ne gligent or unlawful acts, and non -compliance with any applicable state or fed eral codes, ordinances, orders, or statutes, in cluding the Occupational Safety and Health Act ( OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.
H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly prov ided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Co ntractor warrants that any software as modified through servic es provided hereunder wi ll not infringe upon or viol ate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more specific req uirement contained in paragraph “Z” below, it shall indemnify, defend and hold County and County Indemnitees harml ess from any and all such claims and be responsible for payment of all costs, damages, penalties and exp enses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees.
I. Assignment: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this Contra ct nor any portion ther eof may be assigned by C ontractor without the express written consent of County. Any attempt by Contractor to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.
J. Non-Discrimination: In the performance of this Contract, Contractor agrees that it will comply with the requirements of Sectio n 1735 of the California Labor Code an d not engage nor per mit any subcontractors to engage in discri mination in employment o f p ersons because of the rac e, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this ATTACHMENT 2
County of Orange Page 3 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc. provision shall subject C ontractor to penalties pursuant to Section 1741 of the California Labor Code.
K. Termination: In addition to any other remedies or rig hts it may have by law, County has the right to immediatel y terminate this Co ntract without penalty for cause or after 30 da ys’ written notice without c ause, unless otherwi se specified. Cause shall be defined as any material breach of contract, any misrep resentation or fraud on the part of th e Contractor. Exerc ise by County of its right to terminate the Contract shall relieve County of all further obligations.
L. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to , waiver of, or excuse for any other different or subsequent breach.
M. Independent Contractor: Contractor shall be considered an independent contractor and neither Contractor, its employees, nor anyone working under Contractor shall be considered an agent o r an employee of County. Neither Contractor, its employees nor anyone working under Contractor shall qualify for workers’ compensation or other fringe benefits of any kind through County.
N. Performance Warranty: Contractor shall warrant all work under this Contract, taking necessary steps and precautions to perfo rm the work to Coun ty’s satisfaction . Contractor shall be responsible for the professional qu ality, technical assurance, timely completion and coordination of all documentation and other goods/serv ices furnished by the Contractor under this Contract.
Contractor shall perfo rm all work diligently, carefully, and in a goo d and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at it s sole expense obtain and maintain all permits and license s required by publi c authorities, including those of County requir ed in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Contractor shall be fully responsible for all work performed by subcontractors.
O. Insurance Provisions: Prior to the provision of services under this Contract, the Contractor agrees to purchase all re quired insurance at Contractor’s expense, including all endorsements required herei n, necessary to satisfy the County tha t the insurance prov isions of this Cont ract have been complied with. Contractor agrees to keep such insurance coverage, Certificates of Insurance, and endorsements on deposit with the County during the entire term of this Contract.
Contractor shall ensure that all subcontractors performing work on behalf of Contractor pursuant to this Contract shall be covered under Contractor’s insurance as an Additional Insured or maintain insurance subject to the same terms and condi tions as set forth herein for Contract or. Contractor shall not allow subcontr actors to work if subcon tractors have less than the level of coverage required by County from Co ntractor under this Contract. It is the obligation of Contractor to provide notice of the insurance requirements to every subcontractor and t o receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Contractor through the entirety of this Contract for inspection by Count y representative(s) at any reasonable time.
All self-insured retentions (SIRs) shall be clearly state d on the Certificate of Insurance. Any SIR in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the County’s Risk Manager, or designee, upon review of Contractor’s current audited financial report.
If Contractor’s SI R is approved, Contracto r, in addition to, and witho ut limitation of, an y other indemnity provision(s) in this Contract, agrees to all of the following:
1) In addition to the duty to indemnify and hold the County harmless against any and all liability, claim, demand or suit resultin g from Contractor’s, its age nts, employee’s or s ubcontractor’s ATTACHMENT 2
County of Orange Page 4 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc. performance of this Contract, Contractor shall defend the County at its sole cost and expense with counsel approved by Board of Supervisors against same; and 2) Contractor’s duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and
3) The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Contractor’s SIR provision shall be interpreted as though the Contractor was an insurer and the County was the insured.
If the Contractor fails to m aintain insurance acceptable to the Co unty for the full te rm of this Contract, the County may terminate this Contract.
Qualified Insurer
The policy or po licies of insurance must be issued by an insurer with a minimum rating of A - (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer be licensed to do business in the state of Cal ifornia (California Admitted Carrier).
If the insurance ca rrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk Management retains t he right to approve or r eject a carrier after a review of the company's performance and financial ratings.
The policy or policies of insuranc e maintained by the Contractor shall pr ovide the minimum limits and coverage as set forth below:
Coverage Minimum Limits
Commercial General Liability $1,000,000 per occurrence
$2,000,000 aggregate
Automobile Liabilit y including coverage for
owned, non-owned and hired vehicles $1,000,000 per occurrence Workers Compensation Statutory
Employers Liability Insurance $1,000,000 per occurrence Pollution Liability Insurance $1,000,000 per occurrence Required Coverage Forms
The Commercial General Liability cov erage shall be writt en on Insurance Ser vices Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad.
The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad.
Required Endorsements
The Commercial G eneral Liability polic y shall contain the following endorsements, which sh all accompany the Certificate of Insurance:
1) An Additional Insured endorsement using ISO form CG 20 26 04 13or a form at least as broad naming the County of Orange its elected and app ointed officials, offi cers, agents an d employees as Additional Insureds, o r provide blanket coverage, which will state AS REQUIRED BY WRITTEN CONTRACT.
2) A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Contractor’s insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing.
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County of Orange Page 5 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc.
The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and app ointed officials, officers, agents and employees or provide bl anket coverage, which will state AS RE QUIRED BY WRITTEN CONTRACT.
All insurance policies required by this Contract shall waive all rights of subrogat ion against the County of Orange, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment.
Contractor shall notify County in writing within thirty (30) calendar days of any policy cancellation and ten (10) calendar days for n on-payment of premium and provide a copy of the cancellation notice to County. Failure to provide wr itten notice of canc ellation may consti tute a material breach of the Contract, upon which the County may suspend or terminate this Contract.
The Commercial General Liability policy shall contain a severability of interest clause also known as a “separation of insureds” clause (standard in the ISO CG 0001 Policy).
If Contractor’s Pollution Liab ility policy is a clai ms-made policy, Contract or s hall agree to maintain coverage for two (2) years following completion of contract.
Insurance certificates should be emailed to [email protected].
If email is not possible, then Insurance certificates should specifically be forwarded to:
County of Orange
c/o: CEO/County Procurement Office
Attn: Insurance
1300 S. Grand Ave.,
Ste. A, 2nd Floor Santa
Ana, CA 92705-4434
Any insurance documents not addressed as shown above will be “Return to Sender”.
If the Contractor fails to provide the insurance certificates and endorsements within seven (7) calendar days of notification by CEO/Purchasing or the Agency/Department purchasing division, award may be made to the next qualified vendor.
County expressly retains the right to require Contractor to increase or decrease insurance of any of the above insurance types throughout t he term of this Cont ract. Any increase or decrease in insurance will be as deemed by Coun ty of Orange Risk Mana ger as appropriate to ad equately protect County.
County shall notify Contractor in writing of changes in th e insurance requirements. If Contractor does not deposit c opies of acceptable Certificates of Insurance and endorsements with C ounty incorporating su ch changes within thirty (30) calendar days o f recei pt of such notice, this Contract may be in breach without further notice to Contractor, and County shall be entitled to all legal remedies.
The procuring of such required policy or p olicies of insurance s hall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisio ns and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer.
P. Changes: Contractor shall make no changes in the work or perform any additional work without the County’s specific written approval.
Q. Change of Ownership : Contractor agrees that if there is a change or tran sfer in ownership of Contractor’s business prior t o completion of this C ontract, and the County agrees to an assignment of t he Contract, the new owners shall be required under the terms of sale or other ATTACHMENT 2
County of Orange Page 6 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc. instruments of transfer to assume Contractor’s duties and obligations contained in this Contract and complete them to the satisfaction of the County.
County reserves the right t o immediately terminate the Contract in the event the C ounty determines that the assignee is not qualified or is otherwise unacceptable to the County for the provision of services under the Contract.
In addition, Contractor has the duty to notify t he Coun ty in writing of any change in the Contractor’s status with respect to name changes that do n ot require an assign ment of the Contract. The Contractor is also obligated to notify the County in writing if the Contractor becomes a party to any litigat ion against the County, or a party to litigation that may reas onably affect the Contractor’s perform ance under the Contr act, as well as any potential conflicts of interest between Contracto r and County that may arise prior to or during the period of Contra ct performance. While Contractor will be required to provide t his information without prompting from the County any time there is a change in Contractor’s name, conflict of interest or liti gation status, Contractor must also provide an update to the County of its status in these areas whenever requested by the County.
The Contractor shall exercise reas onable care and dili gence to prevent an y actions or conditions that could result in a con flict with County interests. In addition to the Contractor, this obligation shall apply to the Contractor’s employees, agents, a nd subcontractors associated with the provision of goods a nd services provide d under this Contract. The Contractor’s efforts s hall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertain ment, payments, loan s or other considerations which could be deemed to influence or appea r to influence County staff or elected officers in the performance of their County.
R. Force Majeure : Contractor shall not be assess ed with liquidated damages or unsatisf actory performance p enalties during any delay beyond the time named for the performance o f this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, pr ovided Contractor gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Contra ctor avails himself of any available remedies.
S. Confidentiality: Con tractor agrees to maintain the confidentiality of all County a nd County - related records and informat ion pursuant to all statutory laws rela ting to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor an d Contractor’s staff, agents and employees.
T. Compliance with Laws : Contractor represents and warrants that serv ices to be provided unde r this Contract shall fully comply, at Contractor’s expense, with all standards, la ws, statutes, restrictions, ordinances , requirements, and regulations (collec tively “laws”), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided t o and accepted by County. Contractor acknowledges that County is relying on Contractor to ensure such compliance, and pursuant to the requirements of paragraph “Z” below, C ontractor agrees that it shall defend, indemnify and hold County and County INDEMNITEES harmless from all liability, dama ges, costs and expenses arising from or related to a violation of such laws.
U. Freight (F.O.B. Destination): Intentional omitted.
V. Severability: If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or u nenforceable, the r emainder of the provisions hereof shall remain in full force and effect and shall in no way be a ffected, impaired or invalidated thereby.
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County of Orange Page 7 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc.
W. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney’s fees, costs and expenses.
X. Interpretation: This C ontract has been negotia ted at arm’s length a nd betw een persons sophisticated and knowledgeable in the matt ers dealt with in this Contract. In a ddition, each party had been represented by experienced and knowledgeable independent leg al counsel of their own choosing or has knowin gly declined to seek such co unsel despite being encouraged and given the opportunit y to do so. Each party further acknow ledges that they hav e not been influenced to any extent whatsoever in executing this Cont ract by any other part y hereto or by any person representing them, or both. Accordingly, any rule or law (including California C ivil Code Section 1654) or legal decis ion that would requi re interpretation of any ambiguities in this Contract against the par ty that has drafted it is not applicable and i s waived. The provis ions of this Contract shall be interpreted in a reasonable man ner to effect the purpose of the parti es and this Contract.
Y. Employee Eligibility Verification: Contractor warrants that it ful ly complies with all F ederal and State statute s and regulations reg arding the employment of aliens and others and that all its employees performing work under this Con tract meet the citiz enship or alien sta tus requirement set forth in Federal statutes and regulations. The Cont ractor shall obtain, fro m al l employees performing work hereunder, all verification and other documentation of employment eligibility status requ ired by Federal or S tate statutes and r egulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. Th e Contractor shall retain all such doc umentation for all covered employees for the period prescribed by the law. The Contractor shall indemnify, defend with counsel approved in writing by County, and hold harmless, the County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the Contractor or the County or both in co nnection with any alleged violation of any Federal or State statutes or re gulations pertaining to the eligibility for employment of any persons performing work under this Contract.
Z. Indemnification Provisions: Contractor agrees to indemnify, defend with co unsel approved in writing by County, and hold County, its elected a nd appo inted officials, officers, employees, agents and those special districts and agencies which C ounty’s Board of Sup ervisors acts as th e governing Board (“County Indemnitees”) harmless from any claims, deman ds or liability of any kind or nature, includ ing but not limited to personal injury or property damage, ari sing from or related to the services, products or other pe rformance provided by Contractor pursuant to this Contract. If judgm ent is entered against Contractor and County b y a court of competen t jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court.
Neither party shall request a jury apportionment.
AA. Audits/Inspections: Contractor agrees to permit the County’s Auditor -Controller or the Auditor- Controller’s authorized re presentative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, acc ounts, records, repor ts, files, financial records, supporting documentation, includ ing payroll and accounts payable/recei vable records, and other papers or prop erty of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable no tice of such an audit or inspection.
BB. Contingency of Funds: Contractor acknowledges that funding or portions of funding for this Contract may be c ontingent upon state budget approval; receipt of funds from, and/or obligation of funds by, the state of Califo rnia to County; and inclusion of sufficient funding for the services ATTACHMENT 2
County of Orange Page 8 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc. hereunder in the budget approved by Co unty’s Board of Supervisors for each f iscal year covered by this Contract. I f such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty.
CC. Expenditure Limit: Contractor shall notify the County of Orange assigned Deputy Purchasing Agent in writing when the expenditures against the Contract reach 75 perc ent of the dollar limit on the Contract. The County will not be responsible for any expenditure overruns a nd will not pay for work exceeding the dollar limit on the Contract unless a change order to cover those costs has been issued.
Additional Terms and Conditions:
1. Scope of Contrac t: This Contract specifies the contractual terms and conditions by which the County will procure goods/services from Contractor as further detailed in the Scope of Services, identified and incorporated herein by this reference as Attachment A.
2. Contract Term: The term of this Con tract shall commence on July 1, 2021 and continue for a term of five (5) years from that date to June 30, 2026, unless otherwise ter minated by County.
This Contract is non-renewable.
3. Adjustments – Scope of Work: No adjustments made to the Scope of Work will be author ized without prior written approval of the County assigned Deputy Purchasing Agent.
4. Americans with D isabilities Act (ADA ): Section 504 of t he Rehabilitation Act of 197 3 as amended; Title VI and VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act, 42 USC 12101; California Code of Regulation s, Title 2, Title 22: California Government Code, Sections 11135, et seq; and other federal and state law s and executive orders prohibit discrimination. All programs, activities, employment oppo rtunities, and services must be made available to all persons, including persons with disabilities
5. Authorization Warranty: The Contractor r epresents and warrants that the person executing this Contract on behalf of and for the Contractor is an authorized agent who has actual authority to bind the Contractor to each a nd every term, condition and obligatio n of this Contract a nd that all requirements of the Contractor have been fulfilled to provide such actual authority
6. Breach of Contract: The failure of the Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event the County may, a nd in addition to any other reme dies available at l aw, in equity, or otherwise specified in this Contract:
a) Terminate the Contract immediately, pursuant to Section K herein; b) Afford the Contr actor written notice of the breach and ten calendar days or such sh orter time that may be specified in this Contract within which to cure the breach; c) Discontinue payment to the Contactor for and during the period in wh ich the Contractor is in breach; and
d) Offset against any mo nies billed by the Contractor but yet unpaid by the County those monies disallowed pursuant to the above.
7. Conditions Affecting Work: Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions, which can affect the work or the cost thereof. Any failure by the Contractor to do so will not relieve Contractor from responsibility for successfully performing the work without addi tional cost to the County. The County assum es no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agen ts prior to the execution of this Cont ract, unless such un derstanding or representations by the County are expressly stated in the Contract.
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County of Orange Page 9 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc.
8. Conflict of Int erest – Contractor’s Personnel: The Contractor shall exercise reasonable care and diligence to prev ent any actions or conditions that cou ld result in a confl ict with the best interests of the County. This obligation shall apply to the Contractor; the Con tractor’s employees, agents, and subcontractors associated with accomplishing work and services hereunder. The Contractor’s efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be dee med to influence or appear to influence County staff or elected officers from acting in the best interests of the County.
9. Conflict of Int erest – County Personnel: The County of Orange Board of Supervisors policy prohibits its employees from engaging in ac tivities involving a conflict of inter est. The Contractor shall not, during the period of this Contra ct, employ any County employee for any purpose.
10. Contractor’s Project Manager and Key Personnel: Contractor shall appoint a Project Manager to direct the C ontractor’s efforts in fulfilling Cont ractor’s obligations under this Contrac t. This Project Manager shall be subject to approval by the County and shall not be changed without the written consent of the County’s Project Manager, which consent shall not b e unreasonably withheld.
The Contractor’s Project Manager shall be assigned to this project for the duration of the Contract and shall di ligently pursue all work and services to meet the project time lines. The County’s Project Manager shall have the righ t to require the removal and replaceme nt of the Contractor ’s Project Manager from providing services t o t he County under this Contract. The County’s Project ma nager shall notify the Contractor in writing of such action. The Contractor shall accomplish th e removal within three (3) business da ys after written not ice by the County’s Project Manager. The Co unty’s Project Manager shall review and approve the ap pointment of the replacement for the Contractor’s Project Manager. The County is not required to pr ovide any additional information, reas on or rationale in t he event it require s the removal of Contract or’s Project Manager from providing further services under the Contract.
11. Contractor Personnel-Reference Check: The Contractor warrants that all persons employed to provide service under this Contract have satisfactory past work re cords indicating their ab ility to adequately perform the work under this Contract. Contractor’s employees assigned to this project must meet character standards as demonstrated b y background investigation and referen ce checks, coordinated by the Agency/Department issuing this Contract.
12. Contractor Personnel- Uniforms/Badges/Identification: The Contractor warrants that all persons employed to provide service under this Contract hav e satisfactory past work records indicating their ability to adequately perform the work under this Contract.
All Contractor’s employee s shall be required to wear uniforms, badges or other means of identification which are to be furnished by the contract or and must be worn at all times while working on County p roperty. The assig ned Deputy Purchasing Age nt must be notified in writing, wit hin seven days of n otification of award of Contract, of the uniform and/or badges and/or other identification to be wor n by employees prior to beginning work and notified in writing seven days prior to any changes in this procedure.
13. Contractor’s Records: The Contractor shall ke ep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by the Contractor in accordance with generally accepted accounti ng principles. These rec ords shall be stored in Orange Coun ty for a period of three (3) years after final payment is received from the County. Storage of records in another coun ty will require written approval from the County of Orange assigned Deputy Purchasing DPA.
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County of Orange Page 10 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc.
14. Cooperative Contract: The provisions and prici ng of this Contract will be extended to other California local or state governmental entities. Governmental entities w ishing to use this Contract will be re sponsible for issuin g their own purchas e documents/price agreeme nts, providing for their own accept ance, and making an y subsequent payments. Contractor shall be required to include in any Contract entered into with an other agency or entity that is entered into as an extensio n of this Contract a Contract clause that wi ll hold harmless the County of Oran ge from all claims, demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the us e of this contract. Failure to do so will be considered a mate rial breach of this Contract and gr ounds for immediate Contract termination. The cooperative entities are responsible for obtaining all certificates of insurance and bonds required. The Contractor is responsible for providing each cooperative entity a copy of the Contract upon request by t he cooperative enti ty. The County of Orange makes no guarantee of usage by other users of this Contract.
Contractor shall be required to maintain a list of the cooperative entities using this Contract. The list shall re port dollar volumes spent annually and shall be provid ed on an annual basis to the County, at the County’s request.
15. Data – Title To: All materials, documents, data or information obtained from the Cou nty data files or any County medium fu rnished to the Contr actor in the perfor mance of this Contract wi ll at all times remain the property of the County. Su ch data or information may not be used or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, must be returned to the County at the end of this Contract.
16. Debarment: Contractor shall certify that neither Contractor nor its princi ples are presently debarred, proposed for debarment, declared in eligible or voluntarily excluded fr om participation in the transaction by any Federal department or agency. Where Contractor as the recipient of federal funds, in unable to certify to any of the statements in th e certification, Contractor must include an explanation with the bid/proposal. Debarment pending debarment, declared ineligibility or voluntary exclusion from participation by any Federal departmen t of agency may result in the bid/proposal being deemed non-responsible.
17. Default: In case of default by Contractor, the County of Orange may procure the se rvices from other sources. If the cost for those goods and/or services is higher than under the ter ms of the existing Contract, Contracto r will be responsibl e f or paying the Co unty the difference betwe en the Contract cost and the price paid, and the Count y ma y deduct this cost from any unpaid balance due the Contractor. The price paid by the County sha ll be the prevailing market price at the time such purchas e is made. This is in addition to any other remedies available under this Contract and under law.
18. Disputes – Contract:
a. The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concernin g a question of fact arising under the terms of this Contract is not disposed of in a reasonable pe riod of time by the Contractor’s Project Manager and the County‘s Project Manager, such matter shall be brought to the attention of the County Deputy Purchasing Agent by way of the following process:
1) Contractor shall submit to the Agency/Department assigned Deputy Purchasing Agent a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to, or in volving this Contract, unless the County, on its own initiative, has already rendered such a final decision. 2) Contractor’s written demand shall be fully supported by factual information, and, if such demand involves a c ost adjustment to the Contract, the Co ntractor shall include with the demand a written statement signe d b y a senior official indicating t hat the ATTACHMENT 2
County of Orange Page 11 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc. demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adju stment for which the Contractor believes the County is liable.
b. Pending the final resolution of any dispute arising und er, related to, or involving this Contract, the Contractor agrees to diligently proceed with the pro vision of services under this Contract. The Contractor’s failure to diligently proceed shall be consi dered a material breach of this Contract.
Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the County Deputy Purchasing Agent or his designee. If the County fails to render a decision within 90 days after receipt of the Contractor’s demand, it shall be deemed a final decision adverse to the Contractor’s contentions. Nothing in this section shall be construed as affecting the C ounty’s right to ter minate the Contract for cause or termination for convenience as stated in section K herein.
19. Drug-Free Workplace: The Contractor hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. The Contractor will:
1. Publish a statement notifying emp loyees that unlawful manufacture, d istribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be take n against employees for violations, as required by Governm ent Code Section 8355(a).
2. Establish a drug -free awareness program as required b y Government Code S ection 8355(b) to inform employees about all of the following:
a) The dangers of drug abuse in the workplace;
b) The organization’s policy of maintaining a drug-free workplace; c) Any available counseling, rehabilitation and employee assistance programs; and d) Penalties that may be imposed upon employees for drug abuse violations.
3. Provide as required by Government Code Section 8355(c) that every employ ee who works under this Contract:
a) Will receive a copy of the company’s drug-free policy statement; and b) Will agree to abide by the terms of the company’s statement as a condition of employment under this Contract.
4. Failure to comply with these requirements may result in suspension of payments under the Contract or termination of the Contract or both, and the Contractor may be ineligible for award of any future County Contracts if the County determines that any of the following has occurred:
5. Contractor has made false certification, or
6. Contractor violates the certification by failing to carry out the requirements as noted above.
20. Emergency/Declared Disaster Requirements: In the event of an emergency or if Orange County is declared a disaster area by the County, state or federal gov ernment, this Contract may be subjec ted to unus ual usage. The Contract or shall service the Co unty during such an emergency or declared disaster under the same terms and conditions that apply during non- emergency/disaster conditions. T he pricing quoted by the Contractor sha ll apply to servi ng the County’s needs regardless of the cir cumstances. If the Contractor is unable to supply the goods/services under the terms of the Contract, then the Contrac tor shall provide proof of such disruption and a copy of t he invoice for the goods/services fr om the Cont ractor’s supplier(s).
Additional profit margin as a res ult of supplying goods/services during an emergency or a declared disaster shall not be permitt ed. In the event of an emergency or d eclared disaster, ATTACHMENT 2
County of Orange Page 12 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc. emergency purchase order numbers will be assigned. All applicable invoices from the Contractor shall show both the emergency purchase order number and the Contract number.
21. Equal Employment Opportunit y: Contractor shall comply with U.S. Executive Order 1124 6 entitled, “Equal Employment Opport unity” as a mended by Executive Orde r 11375 and as supplemented in D epartment of Labor regulations (41 CFR, Part 60) and applicable state of California regulations as may now exist or be amended in the future. The Contra ctor shall not discriminate against any employe e or applicant for emplo yment on the basis of r ace, color, national origin, ancestry, religion, sex, marital status, political affiliation or physical or mental condition.
Regarding handica pped persons, the Co ntractor will not d iscriminate again st any empl oyee or applicant for em ployment because of phy sical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to provide equal opportunity to handicappe d persons in empl oyment or i n advancement in employm ent or otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicaps i n all employment practices such as the following: employm ent, upgrading, promotions, transfers, recruitments, advertising, layof fs, terminations, rate of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to comply with the provisi ons of Sections 503 and 504 of the Reha bilitation Act of 1973, as amended, pertaining to pr ohibition of discrimination against qualified handicapped persons in all programs and/or activities as detailed in regulations signed by the Secretary of the Department of Health and Human Services effective June 3, 1977, and found in the Federal Register, Volume 42, No. 68 dated May 4, 1977, as may now exist or be amended in the future.
Regarding Americans with disabilities, Contractor agrees to comply with applicable provisions of Title 1 of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future.
22. Gratuities: Contractor warrants that no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any a gent or rep resentative of the Contractor to any officer or employee of the County with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerni ng the performance of the Contract. F or breach or violati on of this warranty, the County shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the County in procuring on the open market any goods o r services which the Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the County provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract.
23. Hazardous Conditions: Whenever the Contractor’s operations create a condition ha zardous to traffic or to the public, the Contractor shall provide flagmen and furnish, erect and maintain control devices as are necessary to prevent accidents or damage or injury to the public at Contractor’s expense and without cos t to the County. The Contractor shall comply wi th County directives regarding potential hazards.
Emergency lights and traffic cones must also be readily available at all times and must be used in any hazardous condition. Emergency traffic cones must be placed in front of and behind vehicles to warn oncoming traffic.
Signs, lights, f lags, and other warning and safety devices shall conform to the requirements set forth in Chapter 5 of the current traffic manual, Traffic Control for Construction and Maintenance Work Zones, published by the state of California Department of Transportation
24. Interpretation: This Contract has been negotiated a t arm’s length and between persons sophisticated and knowled geable i n the matters d ealt with in this Con tract. In addition , each ATTACHMENT 2
County of Orange Page 13 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc. party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly d eclined to seek such counsel despite being enc ouraged and given the opportunity to do so. E ach party fu rther acknowledges that they have not been influenced to any extent whatsoever in executin g this C ontract by any other party hereto or by any person representing them, or both. Accordingly, any rul e or law (incl uding California Civil Code Section 1654) or legal decision that would require interpretati on of any ambiguities in this Contract against the party that has drafted it is not applicable and is wai ved. The provisions of this Contract shall be interpreted in a reasonable manner to affect the purpose of the parties and this Contract.
25. Lobbying: On the best information and belief, Contractor certifies no federal appropriated funds have been paid or wi ll be paid by, or on behalf of, the Contractor to any person influencing or attempting to in fluence an o fficer or employee of Congress; or an employee of a member of Congress in connection with the awar ding of any federal contract, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.
26. News/Information Release: Contractor agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from the County through the County’s Project manager.
27. Nondiscrimination – Statement of Compliance: The Contractor’s signature affixed hereon and dated shall constitute a certifica tion under pena lty of perjury under the laws of the s tate of California t hat the Contr actor has, unless exempted, compli ed with the nondiscrimination program requirements of Government Code Section 12900 (a -f) and Title 2, California Code of Regulations, Section 8103.
28. Notices: Any and all notices, re quests demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing, except through the course of the parties’ project managers’ routine exchange of information a nd cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in-person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of m ailing shall count as the first day. All communications shall be addressed to the appropriate party at the address stated herein or such other address as the parties hereto may designate by written notice from time to time in the manner aforesaid.
Contractor: Pinnacle Petroleum, Inc.
Attn: Kristen Tavares
16651 Gemini Lane
Huntington Beach, CA 92647
For County: County of Orange, County Procurement Office Attn: Yarida Guzman, Deputy Purchasing Agent
1300 S. Grand Avenue
Building A-2nd Floor
Santa Ana, CA 92705
29. Precedence: The Contract documents consist of this Contract and it s exhibits and attachments.
In the event of a conflict between or among the Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract, and then the exhibits and attachments.
ATTACHMENT 2
County of Orange Page 14 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc.
30. Orders: The Contractor shall receive written or verbal requests from individual County agencies/ departments on an as-needed basis for items on this Contract, subject to the terms, conditions, and pricing listed herein.
31. Order Confirmation by Contractor: The Contractor shall be responsible for confirming specifications, quantities, and pricing with t he contract ing Agency/Department contact person prior to order entry/delivery.
32. Order Dates: Orders may be placed during the term of the Contract even if delivery may not be made until after the term of the C ontract. Order dates take precedence over deliv ery dates. The Contractor must clearly identify the order date on all invoices to County.
33. Parking for Delivery Services: The County of Orange will not provide free parking for delivery services.
34. Payment Authorization – Partial: Partial payments are auth orized for partial sh ipments with signature approval from the receiving Agency/Department.
35. Precedence: The Contract do cuments consist of this Contract and its att achments and exhibits.
In the event of a conflict between or among the Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in t he articles of this Contract, and then the exhibits and attachments.
36. Price Increase/Decrease: No price increases will be permitted during the first year of the contract. The County requires documented proof of cost increases on Contracts prior to any price adjustment. A minimum of 30 -days advance notice in wri ting is required to secure such adjustment. No retroactive price adjustments w ill be considered. A ll price decreases will automatically be extended to the County of Orange. The County may enforce , nego tiate, or cancel escalating price Contracts or take any other action it deems appropriate, as it sees fit. The net dollar amount o f profit will remain firm during the per iod of the Contract. Adjustments increasing the Contractor’s profit will not be allowed.
37. Project Manager, County: The County shall appoint a project manager to act as liaison between the County and the Contractor du ring the term of this Contract. The Cou nty’s project manager shall coordinate the activities of the County staff assigned to work with the Contractor.
The County’s project manager shall have the right to require the removal and replacement of the Contractor’s project manager and key personnel. The County’s project manager shall notify the Contractor in writing of such ac tion. The Contractor shal l accomplish the r emoval within three (3) business days after writt en notice from the County’s project manager. The County’s project manager shall rev iew and approve the appointment of the replacement for the Contracto r’s project manager and key personnel . Said approval s hall no t be un reasonably withheld. The County is not required to provide any additional infor mation, reason or rat ionale in the event it requires the removal of Contractor’s Project Manager from provid ing further services under the Contract.
38. Reports/Meetings: The Contractor shall develop reports and any other r elevant documents necessary to comple te the services and r equirements as set forth in this contract. The County’s project manager and the Contra ctor’s project manager will meet on r easonable notice t o discuss the Contractor’s performance and progre ss unde r this contract. If requested, the C ontractor’s project m anager and other pr oject personnel shall attend all meetings. The Contractor shall provide such information that is request ed by the County for the purpose of monitoring progress under this Contract.
39. State Funds – Audits: When and if state funds are used in whole or part t o pay for the goods and/or s ervices under this Contract, the Contr actor agrees to all ow the Contractor’s financial records to be audited by auditors from the sta te of California, the County of Orange, or a private ATTACHMENT 2
County of Orange Page 15 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc. auditing firm hired by the state or the Co unty. The County or state s hall provide reasonable notice of such audit.
40. Sub-Contracting: No performance of this Contract or any portion thereof may be subcontracted by t he Cont ractor without the express written co nsent of the County. Any attempt by the Contractor to subcontract any performance of this Contract without the express written consent of the County shall be invalid and shall constitute a breach of this Contract.
In the event that the Contractor is autho rized by the County t o subcontract, this Contract shall take precedence over the terms of the Contract between Co ntractor and subcontractor and shall incorporate by reference the terms of this Contract. The Coun ty shall look to the Contractor for performance and indemnificati on and not deal dir ectly with any subcontractor. All work performed by a subcontractor must meet the approval of the County of Orange.
41. Termination Orderly : After receipt of a termination not ice fro m the County of Orange, the Contractor may submit to the C ounty a termination claim, if applicable. Such claim shall be submitted promptly, but in no event later than 60 days from the effective date of the terminat ion, unless one or more extensions in writing are granted by the County upon w ritten request of the Contractor. Upon termination County agrees to pay the Contractor for all services performed prior to t ermination which meet the requirements of the Contract, provided, however, that such compensation combined with previously paid com pensation shall not e xceed the total compensation set forth in the Contract. Up on termination or other e xpiration of t his Contract, each party shall promptly return to the other party all papers, materials, and other properties of the other held by each for purposes of performance of the Contract.
42. Transportation Charges: Prices quoted shall include transportation charges governed by the minimum rate tariff e stablished by the Public Utilities Commission (PUC) of the sta te of California. Should the prices be affected by any ac tion of t he PUC, th e County of Orange will, with 30 -day notice and submission of proper evidence t hereof by the C ontractor, make the necessary price adjustment during the term of this Contract.
43. Usage: No guarantee is gi ven by the Count y to the Contractor r egarding usage of t his Contract.
Usage figures, if provided, are approximations. The Contractor agrees to supply services and/or commodities requested, as needed by the County of Orange , at rates/prices listed in the Contract, regardless of quantity requested.
44. Usage Report s: The Contractor shall s ubmit usage reports on an annual basis to the assigned Deputy Purchasing Agent of the County of Orange us er Agency/Department. The usage repor t shall be in a format s pecified by the user Agency/Department and sh all be submitted 90 days prior to the expiration date of the contract term, or any subsequent renewal term, if applicable.
45. Waivers - Contract: The failure of the County in any one or mor e instances to insist upon strict performance of any of the terms of this Contract or to exercise any option cont ained herein shall not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such terms or option on any future occasion.
- SIGNATURE PAGE TO FOLLOW -
ATTACHMENT 2
ATTACHMENT 2
County of Orange Page 17 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc.
ATTACHMENT A
SCOPE OF WORK
1. GENERAL INFORMATION
The County of Orange is comprised of 21 Agencies and over 17,500 employees located throughout the County. The County’s core bu sinesses are public safety, public works, const ruction management, public health, envi ronmental protection, regional planning, public assistance, social services and aviation.
Contractor is to provide Unleaded Fuel and Related Supplies and Services to County owned tanks located throughout the County of Orange various facilities on an as needed basis and usage is not guaranteed. Service locations may be added or deleted, and service hours modified at any given time. Contractor is required to provide this service upon request by any County Agency/Department and participating government entity.
2. FUEL SPECIFICATIONS:
2.1. Fuel provi ded m ust meet Air Resources Board ( ARB), “ The California Reformulated Gasoline Regulations” Title 13, California Code of Regulations Sections 2250 -2273.5 latest version / sub articles, and all-inclusive amendments.
2.2. Fuel provided must mee t Reid Vapor Pressu re (R VP) Requirements as required under California’s Phase 2 Reformulated Gasoline (CaRFG2) & Pha se 3 Reformulated Gasoline (CaRFG2).
2.3. Fuel provided must comply with the r equirements o f American So ciety of Testing and Materials (ASTM) D4815 standard or lat est version as verified by an independent lab of the County’s choosing.
2.4. Regular Unleaded Gasoline shall have Minimum Octane Rating of 87 which shall be determined by using the R+M/2 method.
2.5. Unleaded-Plus Gasoline shall have Minimum Octane Rating of 89 which shall be determined by using the R+M/2 method.
2.6. Unleaded Premium Gasoline shall have Minimum Oct ane Rating of 9 1 which shall be determined by using the R+M/2 method.
2.7. Only products of new manufacture or distillation w ill be acce pted. No refined or reclaime d products will be accepted. All fuel/gasoline shall have a minimum shelf life of one (1) year.
2.8. All products furnished shall conform to all Federal, State, Local, American Society of Testing & Materials (ASTM), Department of Transportation (DOT) and Air Resources Board (ARB) regulations for the handling and supply of unleaded fuel/gasoline.
3. CONTRACTOR RESPONSIBILITIES
3.1. Contractor shall possess all Federal, State and Local pe rmits, l icenses and approv als necessary to provide goods/services required in the Scope of Work. Any associated fees shall be the responsibility of the Contractor.
3.2. Contractor shall p rovide all transitional interfacing and continual uninterrupted services a t Contract date.
3.3. Contractor shall provide Safety Data Sheet (SDS) at time of fuel delivery as required by law.
3.4. Contractor shall be held liable for any damage or criminal/civil citati ons which may occur as a result of any spills and/or accidents.
ATTACHMENT 2
County of Orange Page 18 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc.
3.5. Contractor’s delivered product pricing shall be inclusive of all freight/unloading/handling and delivery charges.
3.6. Contractor shall perform all deliveries and to act in a safe and professional manner, adhering to all applicable Federal, State, Local, American Society of Test ing & Materials (A STM), Department of Transportation (DOT) , Air Resource Boar d (AR B) and any other new law, regulations for the handling and supply of unleaded fuel/gasoline.
3.7. Contractor must commit to delivery as requested, at time stated on accept ed and confirmed orders.
3.8. Contractor shal l own or have available a fleet of trucks adequate to handle County delivery needs that shall meet or exceed all industry standards. All vehicles utilized to service County needs must be minimally equipped with a radio disp atch system or mobile telephone access and have t he capabi lity to provide a printed metered tick et at time of delivery. Awarded vendor shall be fully responsible to meet all County needs/requirements, including insurance requirements.
3.9. Contractor’s delivery vehicles/trucks must comply wit h the California Air Resources Board approved/certified Phase II Vapor Recovery Equipment Requirement s and any other applicable regulations. Proof of compliance shall be provided to the County upon request.
3.10. Contractor’s drivers/delivery crew shall be HAZMAT trained and certified in safety measures to prevent accidents endangering County personnel and property.
3.11. Contractor shall be responsible f or obtaining fuel reading s and managing load inventory as requested by County to meet or exceed all State and local applicable laws and regulations.
3.12. All fuel delivered to the Cou nty shall be temperature corrected to 60 degrees Fahrenheit and or as at the adequate and required temperature set by Federal, State, Local, American Society of Testing & Materials (ASTM), Department of Transportation (DOT), Air Resources Board (ARB) and/or any other mandated laws, regulations and ordinances.
3.13. Contractor shall perfor m full delivery of fuel within two ( 2) business days after receipt of Agency/Department’s order. Contractor shall provide a delive ry metere d ticket for each delivery of fuel; and the metered ticket must be signed and dated and provided to the ordering agency at delivery.
3.14. Contractor shall itemize all applicable Federal and California fu el su rcharges, Federal and State Excis e Tax, Cali fornia St ate Sales Tax and/or any other applic able tax and fee s as separate line items when invoicing.
4. ORDERING PROCESS AND EMERGENCY DELIVERY
4.1. Ordering Process
4.1.1. Contractor shall not request minimum orders or pattern of use ; orders shall be placed as needed and at t he convenience of t he using Agency/Department. Usage quantities are approximate and shall not be interpreted as quantities ordered.
4.1.2. Contractor shall maintain , at Contractor’s expense, a telephone answering system, which, at a minimum, provides eight (8) hours per day, five (5) days per week live coverage from the hours of 8:00 a.m. to 5: 00 p.m. and an e-mail address to place all requests/orders, as well as a contact name and number for 24-hour acces s pho ne number for emergency situations.
4.1.3. Contractor shall deliver all fuel orders in full and within two (2) calendar days after confirmation of receipt of Agency/Department’s order (e.g. Any orders submitted on Fridays shall be scheduled for Tuesday delivery, unless other arrangements are ATTACHMENT 2
County of Orange Page 19 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc. made by each Agency and Contractor’s acceptance). Each Agency/Department may have different delivery schedules due to facility hours of op eration, but all non- emergency deliveries shall be done within regular business ho urs. Partial order deliveries may be accepted at the disc retion and approval of each Agency/Department and shall be billed accordingly.
4.1.4. If a partial order is deliver ed and a ccepted, Contractor shall bill only for the fuel delivered and Contractor shall be responsible to schedule the order ba lance within 24 hours or next business day. If next business day falls on a weekend or Holiday, Contractor shall be responsible to make a delivery, if req uired by County, over the weekend or holiday at no extra cost to County.
4.1.5. County may place an order for more than 8,500 gal lons to accommodate 10,000 Gallon tanks or larger. T his order may require more than one (1) truck load and shall be coordinated with the ordering Agency/Department and billed accordingly.
4.1.6. Contractor shall provide a delivery metered ticket for each fuel delivery, listing fuel order amount in gallons, location of facility and a brief description of product delivered. A delivery manual ticket will be accepted only when metered ticket is not available.
4.1.7. Contractor shall perform all work in accordance with accepted industry practice.
4.1.8. Standing Time: Contractor shall be responsible for all the time it takes Contract or to offload/transfer fuel from Contractor’s fuel trucks to County tanks at the various locations. The County will not be charged any additional fees for standing time.
4.2. Emergency Deliveries:
4.2.1. County may place emergency orders , which is defined as outside of the r egular delivery ho urs of 8:00 a.m. and 5:00 p.m. (PST), weekends and County observ ed holidays.
4.2.2. Emergency Service requests must be requested/classified as an “ Emergency” by County Site Coor dinator and must be approved in writing prio r to providing the service. This rate will be in addition to hourly rate as set forth in Attachm ent C- Fees and Compensation. A copy of the wri tten authorization may be required for payment of invoice.
4.2.3. Emergency deliveries shall be orders that required delivery within one (1) bu siness day from order confirmation.
4.2.4. Contractor shall be entitled to an emer gency delivery flat fee an d a separate “Emergency Deliv ery” invo ice must accompany the regu lar fuel invoice for payment of the fee. Emergency delivery fees shall be billed at the rate set for th in Attachment B, Payment and Compensation.
4.2.5. The Intent of this Contract is for daily operations; however, in an Emergency Event or Declared Disaster by the County /State or Federal entit y, Contractor shall service the County during such a n emergency under the same terms and conditions that apply during regular standar d non-emergency/disaster conditions. An emergency fee shall be billed at the rate set forth in Attachment B-Fees and Compensation. This Contract may be subject to unusual usage.
Emergency Events or Declared Disasters may be rare occurrences. Please refer to provision 21 for further information.
ATTACHMENT 2
County of Orange Page 20 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc.
5. SPILLAGE REQUIREMENT:
5.1. County requires “zero leakage” standard for fuel transfer operations.
5.2. Contractor shall provide necessary equipmen t and proper training of delivery personnel to prevent spillage or mini mize the ch ance of spillage during connection and disconnection of hoses and during the transfer of fuel to County tanks. Contr actor will ensure that all equipment, tools and procedures used are in compliance with all applicable regulations governing such operations and specifications of this Contract.
5.3. In the event of leaka ge or spillage, Con tractor shall be responsible to perform immediate containment, clean up, disposal and restoration activities as necessary in accordance with applicable State of California laws and regulations and subject to the County’s satisfaction, at no extra cost to County. All materials associated with such clean up shall be removed by the Contractor, at no additional cost to County.
6. REPAIRS ON COUNTY OWNED TANKS:
6.1. County owned tanks may requ ire repair services occasionally. Contractor shal l service County owned tanks only at County’s request at the rate s set forth in Attachment B. All repairs must be authorized and approved in writing by County staff.
6.2. Contractor shall perform a ll repairs during n ormal b usiness hours Monday thru Friday, unless other arrangements are m ade and approved by County staff. Rep airs after hours, weekends and holidays, are not authorize d unless a written authorization is received from County staff at the rates set forth in Attachment B.
6.3. Contractor repair services shall meet or exceed all Feder al, State, Local, American Society of Testing & Materials (ASTM), Department of Transportation (DOT), Air Resources Board (ARB) and/or any other California regulations/standards.
6.4. Contractor hourly rate shall include all costs fo r labor, tools, equipment, t ransportation, overhead, profit, trave l time, (excluding materials) and all other costs related t o providing the services described in the scope of work; Hourly service rates shall be prorated and billed to the nearest hour, no minimum.
6.5. Contractor shall provide a quote for any repair services to equipment, as per the rate set forth in Attachment B. The quote process shall be as follows:
6.5.1. Quotes for repair services must be provided to each County Project M anager and shall be spe cific to the repairs requested. Quote request must be provided withi n two (2) business days.
6.5.2. Invoices shall be submitted for reimbursement, plus material mark-up.
6.5.3. Agencies/Departments are not required to pos t quotes on BidSync or oth er online bidding systems.
6.5.4. Agencies/Departments sha ll request quotes via e -mail and Contrac tor shall provide a breakdown of tim e and materials for e ach project as per the rates set forth in Attachment B.
6.5.5. Quotes shall be coordinate d and approved by each ind ividual depa rtment. No further approval from CPO i s required. All Agencies/Departments sh all follow County Procurement Guidelines.
7. COUNTY RESPONSIBILITIES:
7.1. County agencies/departments shall provide Contractor a Facilities Fuel L og th at will include, but not limited to, the following information:
ATTACHMENT 2
County of Orange Page 21 of 26 Contract #RCA-017-21010021 County Procurement Office File No: C028830 Pinnacle Petroleum, Inc.
7.1.1. Agency/ Department Name
7.1.2. Agency /Department Location
7.1.3. Agency Contact’s Name & Number
7.1.4. Number of fuel tanks; capacity/sizes; unit of measure & fuel site /delivery location, delivery date, amount delivered, and amount left in tank.
7.2. County Agency/Departments are require d to track all deliveries on the Facili ties Fuel Log and maintain logs throughout the term of the Contract.
7.3. County shall appoint a County Project Manager for each department project to serve as the point of contact.
7.4. County Project Manager shall ensure Cont ractor has necessary access to s ervice locations and facilities.
7.5. County Agencies/Departments shall be responsible to create their own subordinates against this RCA and for amendin g the ir subordinate Cont racts as facil ities may be added o r deleted and servi ce hours may be increased or decreased at a given location at any time during the term of the Contract.
7.6. Regarding delivery, each Subordinate C ontract against this RCA will list e ach Agency’s project manager, delivery and billing addresses directly with the Contractor.
7.7. County agencies/departmen ts shall be responsible to keep a fu el record log that always tracks fuel tanks.
7.8. The County reserves the right to obtain competitive bids on any material or service and to utilize the data provided under this Contract relative to necessary materials and services.
7.9. County shall be respon sible to upgrade their respe ctive Agency/Departments tanks with a meter reader sensor to be able to sign up for the automatic refill service program.
8. SECURITY REQUIREMENTS
The County oper ates several secured facilities: most notable are several Probation, Sheriff and Airport operated sites. Contractors and their employees who perform services in these facilities will be required to strict operation po licies and may be re quired to pass a ba ckground check prior to their emp loyment due to security requirements for certain facilities cove red under this Contract.
During performance of the work, especially at detention facilities, workers shall closely monitor all tools, equipment and other materials at all times. Workers shall have no contact verbal or physical, with any inmate of these f acilities. These policies have been designed with the primary purpose of ensuring a safe and secure environment for all involved.
A. The Contractor will provide a list of all personnel/employees who will be directly performing tasks associated with the Contra ct. Contractor’s personnel/employees providing service in a secured detention facility, a Probation facility or a Sherif f’s facility, will be expected to pass two (2) separate background check s performed by the Orange County She riff’s Department and the Or ange County Probation Department. No changes shall be authorized to the approved list without a requ est in writing subm itted by th e Contractor and approved by the County Site Coordinator. At no time will unauthorized Contracto r employees perform any task associated with this Contract. If this occurs, the Contractor will be notified t hat they have not c omplied with the te rms of this Contract and are subject to Contract termination.
The list of all Personnel/Employees working o n County projects shall be s ubmitted prior to award of this Contract.
B. Contractor shall prepare and submit a Security Clearance form to the County Site Coordinator for all persons who will be working on or who will need access to secured facilities.
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C. Security Clearance forms shall be submitted at least five (5) working days prior to the start of work or prior to the use of any person subsequent to the start of work.
D. Said Security Clearance f orms shall be thoroughly and accu rately complete. Omissions or false statements, regardless of t he nature or magnitude, may be grounds for denying clearance.
E. No person shall be e mployed on this wor k who has not recei ved prior clearance from the Probation Department, Sheriff’s Department or John Wayne Airport.
F. The County, John Wayne Airport, the Probation Department and the Sheriff’s Department are not under any obligation to give a reason clearance is denied.
G. The Contractor shall be responsible to sign in with the County Site Coordinator or designee, as required. Upon arri val at any secure facility ( e.g., JWA, Probation) the Contractor shall report to the Central Control Center (C ontrol). Contracto r personnel shall h ave no contact, either verbal or physical, with internees in secured detention facilities.
Specifically:
1. Do not give names or addresses to internees.
2. Do not receive any names or addresses from internees.
3. Do not disclose the identity of any internee to anyone outside the facility.
4. Do not give any materials to internees.
5. Do not receive any materials from internees (including materials to be passed to another individual or internee).
*Failure to comply with these requirements is a criminal act and can result in prosecution.
H. Any C ontractor personnel /employee(s) engaged in the perfo rmance of work under this Contract shall be expected to pass the screening requirements and abide by all of the security requirements set forth by the Federal Aviati on Ad ministration ( FAA) and th e County of Orange.
“The Fed eral Aviation Administration (FAA ) approved security program for John Wayne Airport requires that each person issued a John Wayne Airport security badge is made aware of his/her responsibilities regarding the privilege of access to restricted areas of the airport”.
All persons within the restricted air operation areas of th e airport are required to di splay, on their person, a John Wayne Airport security badge, unless they are speci fically exempted for reasons or they a re under escort by a properly badge ind ividual. Each airport employee o r airport tenant employee who has be en issued a John Wayne Airpo rt security badge is responsible for challenging any individual who is not properl y displaying an airport issued or approved and valid identification badge. A ny person who is not properly dis playing or who cannot produce a vali d John Wayne Airport securit y badge must immediately be referred to the Sheriff’s Department Airport Detail Office for proper handling.
The John Wayne Airport security badge is the property of the County of Orange and mu st be returned upon termination of e mployment at John Wayne Airp ort. The loss of a badge shall be reported within twenty -four (24) hours to the S heriff’s Department Airport Dispatch Center (949) 252-5000. A report shall be made before a replacement badge will be issued.
I. All vehicles parked on-site shall be locked and thoroughly secured at all times.
J. All equipment and materials shall remain in the Contractor possession at all times and shall never be left unattended. All l ost or misplaced equipment or mat erials shall be reported immediately to the (a) security staff or Control in secured detention facilities or (b) the escort or Control in Sheriff’s facilities.
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K. Personnel shall not smoke or use profanity or other inappropriate language while on-site.
L. Personnel shall not enter the facility whi le under the influence of al cohol, drugs or other intoxicants and shall not have such materials in their possession.
M. Personnel shall plan their activities to minimize the number of times they must enter and exit a facility, i.e., transport all equipment an d materials needed for the d ay at the start of work and restrict all breaks to the absolute minimum.
N. Contractor emp loyee(s) shall be w ell-disposed t o th e publi c and Cou nty staff utilizing the facilities but shall be resp onsive only to the requests of the C ounty Site Coordinator unles s otherwise directed and shall direct all inquiries or requests to the County Site Coordinator.
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ATTACHMENT B
COMPENSATION AND FEES
I. COMPENSATION: Price is b ased on the price published in OPIS (Oil Price Information Services) for unbranded f uel under PAD D 5 (Petroleum Administration for Defense District) Los Angeles Regional Rack Pric e Rep ort for the type/grade of fu el re quested as provided in this Contract. The Contractor agrees to accept the specified compensation as set forth in this Cont ract as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unf oreseen difficulties which may arise or be e ncountered in the execution of the services until acceptance, for risks connected wi th the servic es, and for performance by the Contractor of all its duties and obligations hereunder.
II. FEES: Prices shall “not” include Federal and California fuel surcharges, Federal and State excise Tax and California State Sales Tax or any tax imposed by any regulator y agency. However , all other fees/charges shall be inclusive in the “Adjustment +/- Differential” III. Fuel Prices and Other Fees: The prices under “adjustment +/- differential” shall be inclusive of all freight/unloading/handling and delivery charges to all County locations or participating government entity locations, excluding all applicable Federal, State, Local and/or other applicable taxes.
The adjustment +/- differential (difference between the price and the daily OPIS price Los Angeles Rack Price without CAR cost reported by OPIS for Unbranded Fuel) shall remain firm for the entire term of the Contract.
Item Delivery Size
Up to 1,999 Gallons
UNLEADED
REGULAR GASOLINE
MINIMUM OCTANE
RATING 87
UNLEADED PLUS
GASOLINE
MINIMUM OCTANE
RATING 89
UNLEADED
PREMIUM GASOLINE
MINIMUM OCTANE
RATING 91
1 Adjustment +/- differential 0.0625 0.0089 -0.0638
Item Delivery Size
2,000-3,999 Gallons
UNLEADED
REGULAR GASOLINE
MINIMUM OCTANE
RATING 87
UNLEADED PLUS
GASOLINE
MINIMUM OCTANE
RATING 89
UNLEADED
PREMIUM GASOLINE
MINIMUM OCTANE
RATING 91
2 Adjustment +/- differential -0.1507 -0.0342 -0.1145
Item Delivery Size
4,000-8,500 Gallons
UNLEADED
REGULAR GASOLINE
MINIMUM OCTANE
RATING 87
UNLEADED PLUS
GASOLINE
MINIMUM OCTANE
RATING 89
UNLEADED
PREMIUM GASOLINE
MINIMUM OCTANE
RATING 91
3 Adjustment +/- differential -0.1078 -0.0496 -0.1299
Item Delivery Size
8,501+ Gallons
UNLEADED
REGULAR GASOLINE
MINIMUM OCTANE
RATING 87
UNLEADED PLUS
GASOLINE
MINIMUM OCTANE
RATING 89
UNLEADED
PREMIUM GASOLINE
MINIMUM OCTANE
RATING 91
4 Adjustment +/- differential -0.1165 -0.0723 -0.1525
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ITEM
NO ADDITIONAL FEES/CHARGES PRICE
5 Urgent Delivery Fee – Fixed fee per Delivery $ 150.00 6 Emergency Declared Event Fee – Fixed fee per Delivery $ 350.00 7 Hourly Service Repair - Regular Business Hours 8:00AM to 5:00PM - PT $ 125.00 8 Hourly Service Repair - After Hours 5:01PM to 7:59AM - PT $ 225.00 9 Hourly Service Repair - After Hours 5:01PM to 7:59AM - PT $ 225.00 10 Hourly Service Repair - Weekends $ 250.00
* Service rates he rein shall include all c osts for labor, tools, equipment, t ransportation, overhead, profit, travel time, and all other costs re lated to providing the s ervices described in the scope of work. Hourly service r ates shall be prorated and billed to t he nearest ¼ hour; no minimum requirement is allowed.
IV. ADDITIONAL MATERIALS/PARTS /PRODUCTS
Additional Materials/Parts/Products (i.e. valves, gages, etc.) cost wi ll be reimbursed on the basi s of actual in voice cost to t he Contractor plus the percentage mark -up. A co py of the actual material purchase invoice for all items sh all be included as an attachme nt with e ach invoice submitted to County.
Item
No Item Description Percentage (%)
11 Materials/Parts/Products - Percentage Mark Up 5%
V. OPIS REPORT INSTRUCTIONS:
Contractor shall submit a legible copy of the price published in OPIS (Oil Price Information Services) - Los Ang eles Unbranded Rac k Pr ice without CAR Cost report. Please highlight the unbranded rack average price on the OPIS Report.
VI. INVOICE/PAYMENT INSTRUCTIONS:
A. Invoicing Instructions: The Contractor will provide an invoice on the Contractor’s letterhead for services rendered . Invoices must be submitte d to address indicated on the Subordinate Contract created by the individual Agency/Department. The invoice must have a unique number and must include the following information:
a) Contractor’s name and address
b) Contractor’s remittance address
c) Contractor’s Federal Tax I.D. Number
d) Name of County Agency/Department serviced
e) Service address
f) Contract Number (MA)
g) Date of services rendered
h) Service description
i) Fuel charges
j) Additional Fee charges
k) Sales Tax, if applicable
l) Total
Invoices shall cover serv ices not previous ly invoiced and submitted coincidentally with Contractor’s payroll period. Payments made by the Count y shall not preclude the right of ATTACHMENT 2
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County from thereafter disputing any items or services involved or billed under the Subordinate Contracts and shall not be construed as acceptance of any part of the services.
B. Payment Process: For purposes of payment proce ssing, invoiced prices are to be the daily unbranded “average” price published in the OPIS PAD District 5 Report for the Los Angeles, California Area +/ - Contractor’s quoted adjustment/differential. All invoices must s how the Contract pricing formula:
OPIS PAD District 5 Los Angeles Regional Rack Price +/ - Adjustment/Differential = Total Price per Gallon.
C. Contractor is al so required to atta ch a copy of the OPIS Report in each fuel invoice for the County to verify legitimacy of the per gallon price on the fueling date.
D. Contractor shall send invoices according to respective Department instructions VII. PAYMENT TERMS: Invoices are to be submi tted to the user department to the ship -to address, unless otherwise directed in each respective Subordinate Contract. Vendor shall reference Contract number on invoice. Payment will be made after receipt of an invoice in a format acceptable to the County of Orange and v erified and approved by the department and subject to routine pr ocessing requirements. The responsibility for providing an acceptable invoice rests with the Contractor.
Billing shall cover serv ices and/ or go ods not previously invoi ced. C ontractor shall r eimburse County of Orange for any monies paid to the Contractor for goods or services not provided or when goods or services do not meet the Contract requirements.
Payments made by the County sh all not preclude the right of the Coun ty from thereafter disputing any items or services involved or billed under this Contrac t and shall not be construed as acceptance of any part of the goods or services.
VIII. FIRM DISCOUNT AND PRICING STRUCTURE: Contractor guarantees that prices quoted are equal to or less tha n prices quoted to any other local, State or Federal governm ent entity f or services of equal or lesser scope. Contractor agrees that no price increases shall be passed along to the County du ring the term of th is Contract not otherwise specified and provided for within this Contract.
IX. CONTRACTOR’S EXPENSE: The Contractor will be responsible for all costs related to photo copying, telephone communications and fax c ommunications while on C ounty sites during the performance of work and services under this Contract.
X. TAXPAYER ID NUMBER: Contractor shall include its tax payer ID num ber on all invoices submitted to the C ounty for payment to ensure compliance with IRS requ irements and to expedite payment processing.
XI. ELECTRONIC FUNDS TRANSFER (EFT): County of Orange offers Contractors the option of receiving payment directl y to their b ank account via an Electronic Fund Tra nsfer (EFT) process in lieu of a check payment. Pay ment made via EFT will also receive an Electronic Remittance Advice with the payment details via e-mail. An e-mail address will need to be provided to the County via an EFT Aut horization Form. To reques t an EFT form, please contact County of Or ange, Audito r- Controller-Compliance Vendor Administration via e-mail at [email protected] ATTACHMENT 2