CITY OF MANHATTAN BEACH
GENERAL SERVICES AGREEMENT
THIS GENERAL SERVICES AGREEMENT ("Agreement") is made and entered into as of December 5, 2018, by and between the City Of Manhattan Beach, a California municipal corporation ("City'') and Merrimac Petroleum, Inc. dba Merrimac Energy Group, a California corporation ("Contractor"). City and Contractor are sometimes referred to herein as the "Parties", and individually as a "Party''.
In consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:
1 . Scope of Services.
A. Contractor shall pertorm the work and provide all labor, materials, equipment and services (hereinafter, the "Work" or "Services") in a good and workmanlike manner for the project identified as Bulk Fuel Purchase, as described in this Agreement, the Scope of Work attached hereto as Exhibit A and incorporated herein by this reference, and Contractor's Proposal dated September 24, 2018, a copy of which is attached hereto as Exhibit B and incorporated herein by this reference. In the event of any conflict between the terms of this Agreement and the incorporated documents, the terms of this Agreement shall control.
B. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the "City Representative"). For the purposes of this Agreement, the Contractor Representative shall be Mary Hazelrigg, President (the
11 Contractor Representative"). The Contractor
Representative shall directly manage Contractor's services under this Agreement.
Contractor shall not change the Contractor Representative without City's prior written consent.
C. Contractor shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.
2. Tenn. The term of this Agreement shall be from the Effective Date through December 4 , 2021, unless sooner terminated as provided in Section 11 of this Agreement. Additionally, there shall be two (1) one-year options to renew the Agreement with the mutual written consent of both parties. If not renewed prior to the anniversary date, this Agreement may continue on a month-to-month basis under the same terms and conditions for a maximum period not to exceed six months or until renewed, terminated or awarded to a new contractor, whichever is less.
3. Time of Perfonnance.
A. Contractor will not perform any work under this Agreement until:
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1) Contractor furnishes proof of insurance as required under Section 13 of this Agreement, and City's Risk Manager has approved the proof of insurance; and 2) City gives Contractor a written notice to proceed (NTP).
B. Should Contractor begin work in advance of receiving a written NTP, any such services are at Contractor's own risk.
C. Contractor shall commence the Services on the Effective Date and shall perform all Services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.
4. Time. Time is of the essence in this Agreement.
5. Force Majeure. Neither City nor Contractor shall be responsible for delays in performance under this Agreement due to causes beyond its control, including but not limited to acts of God, acts of public enemies, acts of the government, fires, floods or other casualty, epidemics, earthquakes, labor stoppages or slowdowns, freight embargoes, unusually severe weather, and supplier delays due to such causes. Neither economic nor market conditions nor the financial condition of either party shall be considered a cause to excuse delay pursuant to this Section. Each party shall notify the other promptly in writing of each such excusable delay, its cause and its expected delay, and shall upon request update such notice.
6. Compensation.
A. In consideration of the services rendered hereunder, City shall pay Contractor a fee not to exceed two hundred and ninety thousand dollars ($290,000.00), in accordance with the prices as submitted in Exhibit B.
B. City shall not reimburse Contractor for any expenses incurred in the performance of this Agreement.
7. Payments. Contractor shall submit to City an invoice on a monthly basis for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period, hourly rates charged, if applicable, fee for task or job, if applicable, and the amount due. City shall review each invoice and notify Contractor in writing within ten business days of receipt of any disputed invoice amounts.
City shall make payments within 30 days after receipt of an undisputed and properly submitted payment request from Contractor. City shall return to Contractor any payment request determined not to be a proper payment request as soon as practicable, but not later than seven days after receipt, and shall explain in writing the reason(s) why the payment request is not proper.
8. Taxes. Contractor shall calculate payment for all sales, unemployment , and other taxes imposed by local, state and federal law. These payments are included in the total amounts in Exhibit B.
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9. Audit. City or its representative shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its billings to City as a condition precedent to any payment to Contractor. Contractor will promptly furnish documents requested by City. Additionally, Contractor shall be subject to State Auditor examination and audit at the request of City or as part of any audit of City, for a period of three years after final payment under this Agreement.
10. Unresolved Disputes. In the event of any dispute or controversy with City over any matter whatsoever, Contractor shall not cause any delay or cessation in or of work, but shall proceed with the performance of the work in dispute. Manhattan Beach Municipal Code Chapter 2.56 ("Matters Requiring Filing of Claims") shall govern the procedures of the claim process, and these provisions are incorporated herein by this reference.
11. Termination. This Agreement may be canceled by City at any time with or without cause and without penalty upon 30 days' written notice. This Agreement may be canceled by Contractor at any time with or without cause and without penalty upon 90 days' written notice. In the event of termination, all finished or unfinished work and other materials shall, at the option of City, be delivered to and become the property of City. In the event of termination without fault of Contractor, City shall pay Contractor for all services satisfactorily rendered prior to date of termination, and such payment shall be in full satisfaction of all services rendered hereunder.
12. Indemnification.
A Indemnities.
1) To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "lndemnitees"), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively "Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of this Agreement, including the lndemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the lndemnitees as determined by court decision or by the agreement of the Parties. Contractor shall defend the lndemnitees in any action or actions filed in connection with any Liabilities with counsel of the lndemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Contractor shall reimburse the lndemnitees for any and all legal expenses and costs incurred by lndemnitees in connection therewith.
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2) Contractor shall pay all required taxes on amounts paid to Contractor under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers
1 compensation law regarding Contractor and Contractor's employees.
Contractor shall indemnify and hold City harmless from any failure of Contractor to comply with applicable workers' compensation laws. City may offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.2).
3) Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnity obligations, Contractor shall be fully responsible and indemnify, hold harmless and defend the lndemnitees from and against any and all Liabilities at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Contractor's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the lndemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the lndemnitees as determined by court decision or by the agreement of the Parties.
B. Workers' Compensation Acts not Limiting. Contractor's indemnifications and obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.
D. Survival of Terms. Contractor's indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.
13. Insurance Requirements.
A. Minimum Scope and Limits of Insurance. Contractor shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
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1) Commercial General Liability Insurance with a mrmmum limit of $2,000,000.00 per occurrence. If Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Commercial Automobile Liability Insurance for any owned, non- owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $1 ;000,000.00 combined single limit for owned, non-owned and hired vehicles with endorsement to delete the pollution exclusion and on MCS-90 edorsement as required by the Federal Motor Carrier Safety Regulations. 3) Workers' Compensation Insurance as required by the State of California and Employer's Liability Insurance (statutory limit) with $1,000,000.00 Employment Practices Liability coverage and Waiver of Subrogation. 4) Pollution Liability Insurance in the amount of $2,000,000.00.
B. Acceptability of Insurers. The insurance policies required under this Section shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:Vll or better in the latest edition of the A.M. Best Insurance Rating Guide. Self insurance shall not be considered to comply with the insurance requirements under this Section.
C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming City and its elected and appointed officials, officers, employees, agents and volunteers as additional insureds. This provision shall also apply to any excess/umbrella liability policies.
D. Primary and Non-Contributing. The insurance policies required under this Section shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents or volunteers, shall be in excess of Contractor's insurance and shall not contribute with it.
E. Contractor's Waiver of Subrogation. The insurance policies required under this Section shall not prohibit Contractor and Contractor's employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Contractor hereby waives all rights of subrogation against City.
F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by City. At City's option, Contractor shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Contractor shall procure a bond guaranteeing paym:ent of losses and expenses.
G. Cancellations or Modifications to Coverage. Contractor shall not cancel, reduce or otheiwise modify the insurance policies reql,lired by this Section during the term of this Agreement. The commercial general and automobile liability policies required -5- Approved for Use 08/24/18
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under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days' prior written notice to City. If any insurance policy required under this Section is canceled or reduced in coverage or limits, Contractor shall, within two business days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.
H. Citv Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Contractor's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor's expense, the premium thereon.
Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.
I. Evidence of Insurance. Prior to the performance of Services under this Agreement, Contractor shall furnish City's Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section. The endorsements are subject to City's approval. Contractor may provide complete; certified copies of all required insurance policies to City.
Contractor shall maintain current endorsements on file with City's Risk Manager.
Contractor shall provide proof to City's Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policles providing at least the same coverage. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages.
J. lndemnitv Requirements not Limiting. Procurement of insurance by Contractor shall not be construed as a limitation of Contractor's liability or as full performance of Contractor's duty to indemnify City under Section 12 of this Agreement.
K. Subcontractor Insurance Requirements. Contractor shall require each of its subcontractors that periorm Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.
14. Familiarity with Work.
A. By executing this Agreement, Contractor represents that it:
1) Has thoroughly investigated and considered the scope of services to be performed;
2) Has carefully considered how the services should be performed 3) Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement.
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B. If services involve work upon any site, Contractor warrants that it has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should Contractor discover any latent or unknown conditions that may materially affect the performance of the services, Contractor will immediately inform City of such fact and will not proceed except at Contractor's own risk until written instructions are received from City.
15. Independent Contractor. Contractor is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor's employees, except as herein set forth; and Contractor is free to dispose of all portions of its time and activities which it is not obligated to devote to City in such a manner and to such persons, firms, or corporations as Contractor wishes except as expressly provided in this Agreement. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent. Contractor shall not, at any time or in any manner, represent that it or any of its agents, servants or employees, are in i:my manner agents, servants or employees of City. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Agreement; and to indemnify and hold City harmless from any and all taxes, assessments, penalties, .and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers' compensation law .regarding Con.tractor and its employees. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any compensation. due to Contractor under this Agreement any amount due to City from Contractor as a result of its failure to promptly pay to City any reimbursement or lridemnification arising under this Section. ·
16. Workers' Compensation Insurance. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract."
17. Nondiscriminatory Employment. Contractor shall not unlawfully discriminate against any individual based on race, color, religion, nationality, gender, sex, sexual orientation, age or condition of disability. Contractor understands and agrees that it is bound by and will comply with the nondiscrimination mandates of all statutes and local ordinances and regulations.
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18. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Contractor performs its services pursuant to this Agreement.
19. Contractor's Representations. Contractor represents, covenants and agrees that:
a) Contractor is licensed, qualified, and capable of furnishing the labor, materials, and expertise necessary to perform the services in accordance with the terms and conditions set forth in this Agreement; b) there are no obligations, commitments, or impediments of any kind that will limit or prevent its full performance under this Agreement; c) there is no litigation pending against Contractor, and Contractor is not the subject of any criminal investigation or proceeding; and d) to Contractor's actual knowledge, neither Contractor nor its personnel have been convicted of a felony.
20. Warranty. Contractor warrants all Work under this Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees to warranty labor for ninety (90) days, and parts, materials, and workmanship for a period of one year (or the period of time specified elsewhere in this Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance.
Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Work or non-conformance of the Work to the Agreement , commence and perform with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work.
Contractor shall perform such tests as City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of City, City shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shaU be obligated to fully reimburse City for any expenses incurred hereunder upon demand. ·
21. Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents -8- Approved for Use 08/24/18
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-----···----------- ------------·-· ·--····--·----·-----------· and other materials {the "documents and materials") prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the City Representative or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at City's sole risk and without liability to Contractor, and Contractor's guarantee and warranties shall not extend to such use, revise or assignment. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.
22. Confidentiality and Release of Information.
A. All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Representative.
B. Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Representative or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena.
c. If Contractor, or any officer; employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Contractor's conduct.
D. Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding.
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to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ·
23. Conflicts of Interest. Contractor agrees not to accept any employment or representation during the term of this Agreement or within 12 months after completion of the work under this Agreement which is or may likely make Contractor "financially interested," as provided in Government Code Sections 1090 and 87100, in any decisions made by City on any matter in connection with which Contractor has been retained pursuant to this Agreement.
24. Third Party Claims. City shall have full authority to compromise or otherwise settle any claim relating tb this Agreement at any time. City shall timely notify Contractor of the receipt of any third-party claim relating to the Agreement. City shall be entitled to recover its reasonable costs incurred in providing this notice.
25. Non-Assignability: Subcontracting. Contractor shall not assign or transfer any interest in this Agreement nor any part thereof, whether by assignment or novation, without City's prior written consent. Any purported assignment without written consent shall be null, void, and of no effect; and Contractor shall hold harmless, defend and indemnify City and its officers, officials, employees, agents and representatives with respect to any claim, demand or action arising from or relating to any unauthorized assignment.
26. Applicable Law. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California, excluding California's choice of law rules. Venue for any such action relating to this Agreement shall be in the Los Angeles County Superior Court.
27. Attorneys' Fees. In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys' fees, experts' fees, and other costs actually incurred in connection with such litigation or other proceeding, In addition to all other relief to which that Party may be entitled.
28. Titles. The titles used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it.
29. Authoritv. The persons executing this Agreement on behalf of Contractor warrants and represents that they have the authority to execute this Agreement on behalf of Contractor and have the authority to bind Contractor to the performance of its obligations hereunder.
30. Incorporation by Reference. All Exhibits attached hereto are incorporated herein by reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and a provision of Contractor's proposal, the provisions of this Agreement shall control. -10- Approved for Use 08/24/18
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31. Entire Agreement. This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between City and Contractor. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be modified or amended, nor any provision or breach waived, except in a writing signed by both parties which expressly refers to this Agreement.
32. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted this Agreement or who drafted that portion of this Agreement.
33. Non-waiver of Terms. Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default.
34. Notice. Except as otherwise required by law, any notice or other communication authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Contractor's or City's regular business hours or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses listed below, or at such other address as one party may notify the other:
To City:
Gwen Eng
Purchasing Manager
City of Manhattan Beach
1400 Highland Avenue
Manhattan Beach, CA 90266
Ta Contractor:
Mary Hazelrigg
President
Merrimac Energy Group
3738 Bayer Ave., Suite 204
Long Beach, CA 90808
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35. Counterparts. This Agreement may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes.
36. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed the within Agreement the day and year first above written.
[signatures begin on next page]
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CITY OF MANHA TT AN BEACH
By:
Bruce Moe, City Manager
ATTEST:
By:
Liza Tamura, City Clerk
APPROVED AS TO FORM:
By:
APPROVED AS TO CONTENT:
By:
Steve Charelian, Interim Finance
Director
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CONTRACTOR
Merrimac Energy Group
By nlo/'f~
Printed ~atlJ Mary Hazelrigg
~~~~~~~~~
Title: President
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EXHIBIT A
Scope of Work
SPECIFICATIONS
Gasoline shall meet the perfonnance requirements described in the most current American Society for Testing and Materials (ASTM) standards for automotive spark-ignition fuel. and shall be Reformulated Gasoline (RFG) as required by the U.S. CleanAir Act and the California Air Resources Board (CARB) Reformulated gasoline (CaRFG) program, as well as for biodiesel fuel.
A. Fuels shall be identified as follows:
1) Regular Unleaded, 87-0ctane*
2) Mid-Grade Unleaded, 89-0ctane*
3) Clear CARB BIO Biodiesel. 45-Cetane Rating minimum
*The octane ratings are exclusive of any additives and are subject to the following specifications:
B. Gasoline characteristics:
1) Octane Rating shall be determined using (R+M)/2 methods 2) All fuels shall be blended for climatic conditions and local requirements (i.e. summer/winter blends).
3) Gasoline fuel shall have a maximum shelf life of one (1) year. All gasoline fuel shall be guaranteed against any damage to equipment resulting from the proper use of the product.
C. B 10 Biodiesel: l3iodiesel fuel shall consist of clear CARB diesel combined with ten (10) percent virgin oll feedstock With a minimum Cetane rating of 45, and must meet ASTM specification for pure biodiesel (ASTM D 6751) before blending with petro diesel. The B10 blend shall meet prope1ties for ASTM 0975, Standard Specification for Dies.el Fue] Oils or the .ASTM specification.
ExhibitA Approved for Use 08/23/18
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EXHIBIT B
Contractor's Proposal
[attached]
Exhibit 8 Approved for Use 08/24/18
Merrimac ~nergy Group
September 24, 2018
City of Manhattan Beach
City Clerk's Office
1400 Highland Avenue
Manhattan Beach, CA 90266
Bid II 1185-19 Bulk Fuel
To Whom It May Concern:
Pleaw find enclosed the bid from the City's incumbent fuel suppl ier, Merrima c Petroleum, Inc. dba "'- ~J •lOtfD} Merr imac Energy Group . I've also included a spill management program should one occur, but we are proud to say Merrimac has not experience a fuel spill at any time in our 30 year htStory Please advise 1f you have any questions we may answer for you . l:ll•IOO'<»lll!l If awarded, we will provide contractual evidence of our continu ed ability to supply the various fuels outlined in your bid documents, and we hope that our record of on time deliveries over our many years of supplying fuel to the City also substantiates our level of ability and commitment to meet your requirements
Fa ld1'10b005 We look forward to hearing back from you
_ __,_
Sincerely,
, I
):1/..:(--f(t' i f ·t;
Mary Hazelrigg, President
Merrimac Energy Group
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Exhibit B Approved for Use 08/24/18
City of Manhattan Beach
General Services
Phone: (310) 802-SS68
FAX: (310) 802-5590
TDD: (310) 546-3501
To All Prospective Bidders:
September 11, 2018
Addendum fl
Bid #1185-19
Bullc Fuel
Please note the following questions and answers when submiuing your response:
Q 1. Regarding pricing method, is it for the lOOming or evening report? A 1. The pricing method will be based off the morning report.
QZ. Will renewable diesel proposals be considered for award, given the State of California's initiatives to adopt renewable energy fuel that is proven to reduce air emissions, including the reduction of greenhouse gas emissions by 80% which arc caused by burning fossil fuels'! A2. The City bas opted to use BIO biodicsel fuel for its current diesel-powered vehicles. Consequently, oL'1er types will not be considered at this time as noted on page S of the bid documents Q3. What is the start, expiration, and award date?
A3. The start date for the contract i! November/December 2018, based on City Council approval. The expiration dare is 3 years from the start date with potentially (2) two one-year renewals. The award date is October/November 2018 based on Cily Council meetings which are held on the first and third Tuesdays of every month.
Q4. Who is your current supplier'!
A4. The most recent bulk fuel provider is Merrimac Energy, with a winning bid as follows: 87-octanc unleaded gasoline al -0.0328, 89-oclene unleaded gasoline at-0.0396 and 10% Biodfoscl at 0.0377.
See below for insurance rcquircmenlS for lhe Bulk Fuel bid:
INSUMNC§
The successful Contractor shall obtain comprehensive commercial general liability insunmce for bodily injury and property damage, as well as SCJ1tc of California workers compensation insurance (statutory limi1).
Insoi:aoce Is not required at the lime or the bid, bot shall be provided within S business days after award of contract. The following items checked shall be required of the sucqssl'nl bldcler only In the fonu of a Certiftcate of Imurnnce:
.1L Commercial General Liability Insurance in lhc amount of $2,000,000 per occum:ncc with the City named as an additional ins~ (endorscmeot rcqui.-ed), primll!y/non-contributory endorsement, and Waiver of Subrogation.
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_x__ Commercial Automobile Insurance in the amount of $1,000,000 combined single limit for owned, non owned and hired vehicles wilh endorsement to delete the pollution exclusion and an MCS-90 endorsement us n:quircd by the Pcdcral Motor Carrier S11foly Regulations. _x__ Worlcers' Compensation Insurance {sUl1utory limit) with $1,000,000 Employment Practices Liabilily covr:mge and Waiver of Subrogetlon.
_x __ Pollution Liability Insurance in lhe amount of $2,000,000 Subcontractors
The Contractor shall ensure that subcontractors maintain insurance that complies with the requirements stated herein.
Indemnification, Hold Harmless, and Duty to Defend.
A. Indemnjtjes.
1) To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, auomeys, agents, employees. designated volunteers, successors, assigns and those City agents serving as independent contraclotl in the role of City officials (colleclively "lndemnitces"), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action. proceodings, expenses, judgments, penalties, liens, and lo.ues of any nature whatsoever, including fees or accountants, attorneys, or olhcr professionals and all costs associated thexewith and the payment or all consequential damages (collectively "Liabilities"), in law or equity, whether actual, alleged or threatened, which arise oul of, are claimed to arise out of, pettain to, or relate to the acts or omissions or Contractor, ita officers, agents, servants, employees, subconlnictors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individuDl that Contn11:tar shall bear the legal liability thereof) in lhe pcrfonnancc of any agreement resulting from this RFP, including the lndcmnitces' active or passive negligence, except for Liabilitica arising from the sole negligence or willful misconduct or the Indemnitees as determined by coun decision or by the agreement of the Parties.
Contractor shall defend the lndc:mnilecl in any aclion or actions filed in connection with any Liabilities with counsel of the lndemnitcea' choice, and shall pay all costs a:id expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Contractor shall reimburse the Indemnilccs for any and all legal expenses and cosll incurred by Indcmnitecs in connection therewith. 2) Contractor shall pay all required laxes on amounts paid lo Contractor under any 11g1CC1J1ent n:iulting from this RFP, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers' compensation law regarding Contractor and Contractor's employees. ContrllCtor shall indemnify and hold City harmless from any f:ailure or Contnlctor to comply with applicable workers' compensation laws. City may offset against the amount of any fees due to Contractor under this Agreement any amount due 10 City from Cont:ractur as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising from any agreement resulting from chis RFP.
3} Contraetor shall obtain executed indemnity agreements with provisions identical to those in this Section from each and evcty subcontraetor or any other person or entity involved by, for, with or on behalf of Contractor in the pcrfonnancc of any agreement resulting from lhis RFP. Ir Contractor fail! to obtain such indemnily obligations, Contractor &hall be fully responsible and indemnify, hold harmless and defend the lndc:mnitces from and against any and all Liabilities at law or in equity, whether actual, alleged or Page2 of3
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threatened, which arise out of, arc claimed to arise out of, pertain lo, or relate to the acts or omissions of Contractor's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agenL~ llCl'VanlS or employees (or any entity or individual that Contractor's subcontractor shall bear the legal liability thercnf) in the performance of this Agreement, including the lndcmnitccs' active or passive negligence, Cllccpt for Liabilities arising from the sole negligence or willful misconduct of the lndemnitecs as determined by coun decision or by the agreement of the Parties.
B. Workers' Compeosation Ac!§ not Limhjng. Contractor's indemnifications and obligations under this Section, or any other provision of any ngrccment resulting from this RFP. shall not be limited by the provisions of any workers' compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
C. Insurance Requirements not Limiting. City docs not, and shall not, waive any nghts that ii may possess against Contractor because of the acceptance by City. or the deposit with City, of any insurance policy or certificate required pursuant to any agreement resulting from this RFP. The indemnities in this Section shall apply regardless of whether or not any insurance policies al'c determined to be applii:able lo the Liabilities, taJt, assessment, penalty or interest asserted against City.
D. Survival of Tcrrns. Contractor's indemnifications and obligations under this Section shall survive the expiration or tcnnination of any agreement resulting from this RFP.
Please note that only those subscribed to~ will automatically receive ony bid addenda thal might be released. If you have any further questions, please contact me at [email protected] or at 310-802-5569.
Sincerely,
Dru Leonard,
General Services Coordinator
This Addendum #1 must be acknowledged by returning it with your proposal.
All other tenm, conditions ond spccificotions rcmnin unchanged for Bid# 1185 19.
Name of Company: Merrimac Petroleum. Inc dba Merrimac Energy Group Signature: , /
u
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City of Manhattan Beach
General Services
Phone: (310) 802-5568
FAX: (310) 802-5590
TDD: (310) 546-350 l
To All Prospective Bidders:
September 19, 2018
Addendum#2
Bid #1185-19
Bulk Fuel
Please note rhe following questions and answers when submitting your response:
QI. Can you verify the Bio tank is an underground tank and nor an above ground rank? A I. The City of Manhattan Beach docs not have a separate Bio fuel tank at I.bis time. The City currently uses the diesel fuel lllllk for lhe B I 0 biodiesel fuel.
Please note that only those subscribed to~ will au1omatically receive any bid addenda that might be rcleaicd. If you have any further questions, please contact me nt [email protected] or 111 310-802-5569.
Sincerely,
Dru Leonard,
General Sav1ces Coordinator
This Addendum lt2 must be ocknowledged by returning it with your proposal.
All other terms, conditions and specifications remain unchanged for Bid II 1185-19.
Name of Company: Merrimac Petroleum Inc dba Mctrimac Energy Group Signature:
Mary Ha:zelrigg PreSldont u'
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THIS PAGE MUST BE SUBMITTED WITH BID
City ofManhattnn Beach
Invitation to Bid# 1185-19 Bulk Fuel
SIGNATURE DOCUMENT
The undersigned has read, understands and agrees to all terms, condi1ions, requirements and specifications stated herein. By signing this document, I attest that I am authorized to contractually bind the company listed, and will meet the bid requirement as specified if awarded a contract Exceptions: Itemize any e1xeeption to temts, conditions, requkements, or specifications or price schedule stated herein. Use additional sheet of paper if more space is required. (Bidders sho11/d note that arry exceptions taken.from Ille slated terms and/or specifications may be cause for their submiflnl to be deemed "non-responsive", l'isking the rejection of their submilla/.) Name of Company or Fiim: Merrimac Petroleum. !nc. dba Merrimac Energy Grollp Address: 3736 eawu Ayem1e $11jto 20.1
CityJST/Zip Code: Long_B_ea_c_h_. c_A_s_o_eo_a _______________ _ Telephone: 562-420·6000
Email; mhazelrigg@rnerrimacel\8rgy.ne:
--------------~-----
Mary Haze!rigg
Printed Name of Peraon Authorized to Contractually Bind the Company Title; President/ Founder
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THlS PAGE J'vIUST BE SUBMITIED WITH BID
City of Manhattan Beach
Invitation to Bid# 1185-19, Bulk Fuel
NO BID
If your company or firm has no interest to bid, kindly indicate your reason(s) by placing a check mark or an "x" in the first column of each of the rcason(s) listed and return !O the City.
Reason Comments -Specifications too restrictive
(please indicate which part)
Pricing mechanism not
Acceptable
Insufficient Fuel Quantities
Other (please specify)
Do you have any suggestions for
Improving the Bidding
methodology?
Company Nnmc: Merrimac Energy GroJp
Address/City/Zip: 3738 Bayer Avenue #204 Lona Beach, CA 90808 Telephone: 562-420-6000 24171365
Printed Name: Mary Hoze!rigg
~~~~.,.....-~~~~~-
Signature: ~ 17/U
Please mail this sheet to: City Clerk's Office, 1400 Highland Avenue, Manhattan Beach, CA 90266, and enter the llid Number on the outside of the envelope (Bid #1185-19, Bulk Fuel).
Thank you!
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QUESTIONNAIRE
. · .. :··· .
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Biooaihu£srto:-JkA.Re: .:{.-;: · .,~.· · ~-~;. ~ :·,·. . . • -.-;. j :~.~ :·:· ~ '• . .. Jo . ;. ;.. ~
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1. Company name Merrimac Energy Group dba Merrimac Energy Group
2. AddreSI 3738 Bayer Avenue Sia 2lW
3. Otv/state/Zlo Code Long Beoch, CA 90808
4. What Is lhe name of the contact person? Mary Hazelrigg S. Business Telephone 562/420-6000 24171365
6.EmaU mhazel~gg@merrlmacenergy nal
7. llow lonJ? has vour company been In business? since 1988. going on 31 years in business
8. ls your corrpany public or orlvate? private
9. Is your comoanv owned by a lal'l!cr company? no
10. Has your company ever flied for bankruptcy under
Its current name or another name? no
11. It $0 provide names and outcomes:
11. Urt any suites, liens or ju<fiments that have been
flied against yoi.:r company and any eurrent liability If nano appDcable:
12. What Is your protocol for handllr.g a fuel spin
~ul:l It occur durfnR o delivery? Every truck has a spll kit should an Incident occur. A!I carrlr.s follow Iha requirements or CFR 49 Section 130 I have aUachod conlidenti31 ponCHI$ ano proceauros manual tnal every anver nas on ooara unct evt rY cnrricr lotlowa when hired Merrimac has been fortunate IO novor have a spill while making a dollveiy IO either an end user llCCOtlnt or a retail laclfily ill ils 30 years In business
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REFERENCES
Ptov;c!a thru nfemices 111~.ere sl:r.llir II/Olk or slmlllr slH ind natin Is currllltfy In prc<ess or recently complated. lndudo name af ftr:n, tdephonc, ....i "'1nlC of~ FCfJOll. The Oty r~ Iha rl&ht to ~c rcferencn not fvmbl:cd by 1 lllclcler In Its response 10 lhl$ rra. Sub!llilloa DI o bid shall cOIUllMt 1ut110r titian I~ lhoOty to INQ au rusonable ~ons nca!SJaiy to ev11luate the a1c1w, ~nc.t1ons.
. . . : .. . ~ ... .. ~ .. ··:: .· . . - -. :· :'.~·>· =·-~::: ·· . REf.ERENCES : . ;. ~ .• : REsPONSE'. .::._· ~: : ·: . . ' ' ·-::: ' Name of vaur co~nu: Merrimac Petroleum, Inc. dbo Merrimac Energy Grou;i I.Firm City of San Buena Ventura
2.Adaeu 501 Poll Slreet Room 102 P.O Box 99
1. c - Code Ventura, CA 93002
---------
4. Customer Contxt Person Jennifer Yatos Purchasing Supe:vlsor ·-
5. Cam.ct T~ tlo. 805-858-4 710 __ ,_
·--- -
~. Emal eddreis fyates@cilyofventura net
7. Durai;on of ccnlfact July 1, 2017 ttvough June 2022
City of Los Angeles
l.Flrm
100 N. 1st Street Room 600
2.Adclml
lo:s Angeles, CA
3. n.v1etatal7l~ Code
4. Customer Contad Person Carlos Banodicto or Jeffrey McKlmson S. Contaa T.......,_ No. 213-978-3784
5. Emlll .cdrtSS caries benedlc;:o@lactty 011 or Jeffrey McKlmson@lecity org
7. Duration of C1ltl".sact
2009 lhtovgh 2019 plus posstblo oxtonslon
l.Fl:m cny or Burbank
2.AddrMS 275 Elllrt Olivo Avonuo P.O. Box 6459
--
3. Otv~1tt/liD Cade Burbank, CA 91510-6459
•. Customer Contact Person Poul Hermon, Purcha$1ng Manager ~. Con'..Kt Tt>"°"""" No. a1e-238-s.c66
S. ~maoloddteu
p.'[email protected]
--
7. OuriUOn of COll!l•ct
1 /2017 throogh I 2/2020
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The price differential mechanism shilll be+/- S0.0000/Gallon (Example: -S0.0205/gallon) of the OPIS Dally Contract Average Price (branded & unbranded), with CARB, In effect at the time of delivery for the Los Angeles area. The price differential quoted shall Include freight charges and margin, but no taxes. All applicable taxes and fees shall be Itemized separately on the Invoice. Price dllferentlal shall remain constant during the term of the contract. The Federal Leaking Underground Storage Tank (LUST) Fee Is payable by the City, and shall be Itemized along with other taxes and fees on Invoices. For bid purposes, however do not Include the LUST fee In the •Price Dlfferentlalu amount.
Name of your company: Merrimac Petroleum. Inc dba Mernmac Enomv Group Price differential plus or minus (+/-)In
cents per gallon, to a maximum of four
Description Estimated Annual Usage decimals Extension
(Gallons) (Col. Bx Col. C)
Unleaded Gasoline, 87-octane 48,000 ·089 minus $-4.272$0.00 Unleaded Gasoline, 89-octane 36,000 ·.099
CARB 810 Blodlesel #2 clear 16,000 + 037
Total Extended Price S (sum of column 4)
mmuaS3,564
ptus $592.00
minus ,., ·"'"" w
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so.co
so.co
Merrimac Energy Group
Oil Spill Prevention and Response Plan (49 CFR 130)
INTRODUCTION:
In 49 CFR 130, the Department of Transportation requires that each carrier transporting more than 3.500 gallons of petroleum in a truck or trailer maintain a wrinen Oil Spill Prevention and Response Plan The plan establishes procedures to respond to a worst case discharge thal may occur during transportation and identifies the personnel, equipment, and agencies available to respond . The Emergency Response Plan addresses similar requirements. The DOT Oil Spill Prevention and Response Plan have been integrated into the ERP and will be reviewed annually .
J. RESPONSES TO SMALL SPILLS
Small spills associated with loading, unloading, and leaks are the most common type of spill from tank trucks . These spills do not require outside assistance from spill contractors or regulatory agencies. Examples include: a release of product out of remote fills or vents; a release that occurred when an unloading hose became disconnected; and a gasket !hat leaked but was not immediately noticed and corrected Charaderistig of a Small Spill arr:
• Amount of product spilled is small
• Source can be easily controlled
• Can be contained on a paved o.rca (not reached a stom1 drain or public highway)
• Can be completely cleaned by the driver with the spill kit provided on the truck.
Procedurn Cor Driver
• Stop the release of product
• Notify the safety manager who will then assume the role of incident commander.
Procedum for Incident Commander
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• Obtain the following information : location of spill, driver name , identification number of truck, product type, estimated volume spilled. potential of funher release of product, potential sources of ignition, and nearby bodies of water that may be affected.
• Record the phone number used to report the spill.
• Confirm the driver's assessment that there is no1JMl~~!lllT response agencies or to call clean-up con ..... _,_, ,. .. \\~II initiate a response for a large spill
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• If the incident is at a service station, the manager will notify the shipper of the spill. so lhat lhey may make agency notifications or reports required of the facility owner. If the station is an independent dealer, the supervisor will also notify the station owner.
• Spill reporting fonns must be completed and submiued to appropriate persons or agencies.
2. RESPONSES TO LARGE SPILLS
Examples of a large spill are those that can not be stopped such as a truck rollover. 11 tcar in the product tank, or a large tank overfill.
Procedures for Driver
• Do not attempt to stop or contain leak.
• Call 911 or local Fire Department
• Call safety manager or his designate who will then assume the role of Incident Commander.
• Keep the public away from the spill.
• Isolate the spill from sensitive drains or other facilities, llSSUming this can be done at a large enough distance from the spill to prevent exposure to vapors.
Procedures for Incident Commander
• Obtain all available information on the spill, including location, driver, identification nwnber of the truck, type and amount of contenis leakage rate and direction, amount spilled, if known, potential sources of ignition, and whether nearby bodies of water may be affected. Record the phone number used to report the spill.
• Proceed to the spill site and coordinate containment and recovery activities as necessary. Work with the local fire department and other response agencies. • Arrange for the necessary spill response manpower and equipment to contain and recover the spill.
• Estimate spill volume, if possible.
• Notify state, federal and local agencies as required by regulations, including the US Coast Owud ifrhcre is a chance of the spill reaching US navigable w111cn or shoreline. (A list of these agencies is found in the Emergency Response Plan). • Notify spill clean-up contractors as listed in the ERP. • Notify our shipper, tenninal, or station ov.ncr es required. • Contact our insurance carrier and convey all facts concerning the incident. • Fill out a spill report fonn.
• Arrange for transpon of recovered material to an approved dispo~-m~~- Approved for Use 08/24/18
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MAXIMUM POTENTIAL DISCHARGE
The complete loss of a full tank truck could create a spill up to 8.800 gallons. Failure of a single compartment could create a spill up to 4,200 gallons, which is the maximum tank lruck compartment size.
EMERGENCY CONTACT NOTIFICATION LIST
CHPANDFIRE
DEPT. OF TRANSPORTATION (DOT)
US COAST GUARD (for spills that reach coastal waters)
911
800.424.8802
800.424.8802
CALIFORNIA DEPT OF FISH & GAME (Emergency Response) 916.445.0045
OFFICE OF EMERGENCY SERVICES (OES)
(Log OEC incident con1rol number)
WATER QUALITY BOARD (Sam - 5pm Mon-Fri)
Los Angeles Region
San Diego Region
CHEMTREC (only for chemical emergencies)
SAN DIEGO AREA
North State Environmental (All Southern California)
NRC (All Southern California)
LOS ANGELES AREA
North State Environmental (All Southern California)
NRC (All Southern California)
COLTON AREA
North State Environmental (All Southern California)
NRC (All Southern California)
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800.852.7550
213.576.6600
858.467 2952
800.424.9300
909.875.9288
800.337.7455
909.875.9288
800.337.7455
909.1175.921!&
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ENVIRONMENTAL REMEDIATION SERVICE
LOS ANGELES AREA
North State Environmental (All Southern California)
NRC (All Southern California)
United Stonn Water
Advanced Cleanup Technologies Inc
COLTON AREA
North State Environmental (All Southern California)
NRC (All Southern California)
United Stenn Water
Advanced Cleanup Technologies Inc.
SAN DIEGO AREA
North State Environmental (All Southern California)
NRC (All Southern California)
United Storm Water
Advanced Cleanup Technologies £nc.
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909.875.9288
800.337.7455
626.961.9326
800.334.2284
909.875.9288
800.337.7455
626.961 .9326
800.334.2284
909 875.9288
800.337 .7455
626.961.9326
800.334 .2284
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WORKING WJJH THE MEDIA
All personnel involved in an incident should understand that the media would be a factor in any emergency situation . Personnel should provide as much infonnation as possible about the situation and what the response team is doing. The media contact should stress concern for the safety of people and the protection of the environment and provide information on what actions will be taken to protect both. The media contact should:
• Attend first co the three P's - Personnel, Public, & Property • Provide an accurate account of the status of the incident and the response to it This means providing straight facts and emphasizing the positive. • lnfonn families of injured personnel first, before releasing their no.mes to 1he press. Newsmen understand this procedure and should cooperate. • Make sure the newsmen understand the scope of the emergency as an inexperienced reporter may exaggerate the seriousness of the situation. • Provide escorts for media personnel if the situation permits observation of operation and if safety is not compromised.
• Explain safety procedures and safeguards that have been established to protect against emergencies. Be sure that tenninal personnel are briefed from time to time on what to do in case of an emergency or disaster.
• Government officials will usually investigate. Cooperate fully and be sure they are assisted in every way.
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2034384v3.doc City of MB Form
AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MANHATTAN BEACH AND MERRIMAC
PETROLEUM, INC.
This First Amendment (“Amendment No. 1”) to that certain agreement by and between the City of Manhattan Beach, a California municipal corporation (“City”) and Merrimac Petroleum, Inc. , a General Stock Corporation (“Contractor”) (collectively, the “Parties”) is hereby entered into as of December 5, 2021 (“Effective Date”).
RECITALS
A. On December 5, 2018, the City and C ontractor entered into an agreement for professional services for the Contractor to provide City fleet fuel services (“Agreement”);
B. The Parties allowed the Agreement to continue on a month-to-month basis pursuant to Section 2;
C. The Parties now desire to amend the Agreement to utilize the first of two optional one-year extensions.
NOW, THEREFORE, in consideration of the Parties’ performance of the promises, covenants, and conditions stated herein, the Parties hereby agree as follows:
Section 1. Section 2 of the Agreement is hereby revised to extend the term of the Agreement through December 5, 2022, unless sooner terminated as provided in Section 12 of the Agreement.
Section 2. Section 6.A of the Agreement is hereby revised to continue the current Maximum Compensation amount of $290,000 annually.
Section 3. Except as specifically amended by this Amendment No. 1, all other provisions of the Agreement shall remain in full force and effect.
IN WITNESS THEREOF, the Parties hereto have executed this Amendment No. 1 on the day and year first shown above.
[SIGNATURE PAGE FOLLOWS]
DocuSign Envelope ID: 7B4133F2-F0E7-4865-89A2-44D6240287DF -2-
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2034384v3.doc City of MB Form
The Parties, through their duly authorized representatives are signing this Amendment No. 1 on the date stated in the introductory clause.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Bruce Moe
Title: City Manager
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Brendan Kearns
Title: Acting City Attorney
APPRO
VED AS TO FISCAL IMPACT:
By:
Name: Steve S. Charelian
Title: Finance Director
APPROVED AS TO CONTENT:
By:
Name: Erick Lee
Title: Public Works Director
Consultant:
Merrimac Petroleum, Inc.,
a General Stock Corporation
By:
Name: Mary Catherine Hazelrigg
Title: President
DocuSign Envelope ID: 7B4133F2-F0E7-4865-89A2-44D6240287DF 8/8/2022
8/9/2022
8/9/2022
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----------------- Quinn M. Barrow
8/16/2022
8/25/2022
8/25/2022