April 15, 2025, Item #6
DATE:
TO:
FROM:
CONTACT:
SUBJECT:
Summary:
AGENDA RE PO RT City of Poway
CITY COUNCIL
April 15, 2025
Honorable Mayor and Members of the City ~~~cil
Eric Heidemann, Director of Public Works V'
Michael Obermiller, Public Works Operations Manager~
(858) 668-4722 or [email protected]
Award of Contract to Mansfield Oil of Gainesville, Inc. for Various Fuels Utilizing Sourcewell Cooperative Purchasing Program Contract No. 121522-MNF The approved Fiscal Year 2024-25 Operating Budget includes funding for the purchase of unleaded and diesel fuel for the City of Poway's (City) fleet vehicles and equipment. The City currently purchases approximately 47,000 gallons of unleaded fuel and 25,000 gallons of diesel fuel annually. To ensure the most favorable pricing is available, the City participates in and is a member of several cooperative purchasing organizations, including Sourcewell, formally known as National Joint Powers Alliance (NJPA), which establish and provide nationwide competitively solicited purchasing contracts to be utilized by member agencies, including government entities, such as the City.
Sourcewell presented optimal pricing for fuel delivery with related services from Mansfield Oil of Gainesville, Inc. that meets the City's service requirements and specifications.
Recommended Action:
It is recommended City Council award the Contract for the purchase of motor vehicle fuel to Mansfield Oil of Gainesville, Inc. utilizing Sourcewell Cooperative Purchasing Contract No. 121522-MNF and authorize the City Manager to execute the necessary documents.
Discussion:
The City's Fleet consists of 125 street-legal vehicles and other heavy equipment used for inspecting, maintaining, and operating City facilities and infrastructure. These vehicles are serviced and fueled by the Fleet Maintenance division. Fuel is required for the Fleet Maintenance facility, Fire Station 3, and generators located throughout the City. The Fleet Maintenance facility contains underground storage tanks with a maximum capacity of 6,000 gallons of unleaded fuel and 4,000 gallons of diesel. Fire Station 3 is equipped with a 1,000-gallon above-ground storage tank. On average, all tanks are refilled every two weeks to ensure fuel is readily available for City vehicles and equipment. Generators are 1 of28
April 15, 2025, Item #6
topped off as needed, based on the duration of power outages and planned maintenance cycles. The City uses approximately 47,000 gallons of unleaded fuel and 25,000 gallons of diesel fuel annually.
The current fuel Contract expires on May 17, 2025. The City intends to enter into a new Contract, included as Attachment A, with Mansfield Oil Company of Gainesville, Inc., who is committed to providing fuel to the City.
The fuel price is determined based on the delivery date and is calculated using the Oil Price Information Service (OPIS) "Unbranded Low Rack" fuel price benchmark for San Diego, in conjunction with the California Cap-and-Trade (CAR) cost. The "Unbranded Low Rack" price represents the lowest supplier fuel price posted in the OPIS rack market for that specific day. The CAR cost accounts for the influence of California's cap-and-trade regulations on fuel prices. The market differential is a four-digit decimal value added to the benchmark index to determine the price of the fuel product. This differential includes all costs and profit components set by the contractor, excluding any applicable fuel taxes. The rack price, plus the market differential, is the total amount to be paid by the City upon delivery of the fuel.
Citywide Fuel Fees
Location Type of Fuel Fuel Price Per Gallon Delivery Fee Fleet Maintenance Unleaded OPIS w/ CAR + $0.2654 $150
Deliveries under 2,200 gallons
Fleet Maintenance Diesel OPIS w/ CAR + $0.3654 $150
Deliveries under 1,500 gallons
Fire Station 3 Diesel OPIS w/ CAR+ $0.5654 $150
Deliveries under 375 gallons
$150
Generators Diesel OPIS w/ CAR+ $0.6506 Delivery fee included for all generators
All contracts offered through Sourcewell have been awarded through a Request for Proposal (RFP) competitive solicitation program by a public agency/government entity (e.g., state, city, county, public university or school district). The program provides a streamlined and effective procurement option by establishing contracts with manufacturers and suppliers currently on an existing multiple award schedule with a competitive procurement procedure. Section 3.28.110 of the Poway Municipal Code permits the use of cooperative purchasing programs for procurement of supplies, services, and equipment when the administering agency has made their purchase in a competitive manner.
Sourcewell completed an RFP on October 27, 2022, for unleaded and diesel fuel delivery. Nine (9) bids were received. After a competitive process and evaluation, the successful bidder was Mansfield Oil Company of Gainesville, Inc.
The Sourcewell Contract with Mansfield Oil Company of Gainesville, Inc. began on February 1, 2023, and ends on February 10, 2028. The length of the proposed Contract shall be for approximately one (1) year beginning May 18, 2025, through February 10, 2026. The Contract may be extended subject to City Council appropriation of funds through a total of two (2) separate one-year terms. The maximum length of the Contract would be up to three (3) years.
The full Cooperative Purchasing Program Contract No. 121522-MNF is on file with the Public Works department.
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April 15, 2025, Item #6
Environmental
Review
:
This
action
is
not
subject
to
review
under
the
California
Environmental
Quality
Act
(CEQA).
Fiscal
Impact:
Sufficient
funds
are
available
in
the
Fiscal
Year
2024-25
operating
budget
for
Vehicle
and
Equipment
Maintenance
(413010-31020)
. Funding
for
subsequent
years'
service
will
be
proposed
in
future
fiscal
year
budgets
. The
City
proactively
plans
for
the
purchase
of
fuel
as
part
of
the
budget
development
process. Public
Notification:
None. Attachments: A.
Contract
for
Sale
and
Purchase
of
Goods
and
Materials
Reviewed/Approved
By
:
%L-----Wen
~
aserman
Assistant
City
Manager
3 of28
Reviewed
By
:
Alan
Fenstermacher
City
Attorney
Approved
By
:
Ch
~
City
Manager
April 15, 2025, Item #6
CONTRACT FOR THE
SALE AND PURCHASE OF GOODS AND MATERIALS
This Contract, entered into this 18th day of May 2025, by and between the CITY OF POWAY, (hereinafter referred to as "City") and MANSFIELD OIL OF GRAINESVILLE, INC. (the "Seller'').
1. Sale and Purchase.
The City of Poway (the "City") has elected to become a participating agency in the cooperative fuel purchase agreement with Mansfield Oil of Gainesville, Inc. (the "Seller") through the Sourcewell Cooperative Purchasing Contract No. 121522-MNF made part hereof, a copy of which is on file at the Public Works Office. By electing to become a participating agency the City accepts the price and terms for the purchase of fuel as bid by the Seller (the "Seller's Bid"), as more particularly reflected through this Contract for the Sale and Purchase of Goods and Materials (the "Contract").
Seller will sell, transfer and deliver to City, and City will accept and purchase from Seller at the locations identified in Bid Sheet, attached hereto and made part hereof, all of the goods, materials and other items in such quantities as City may require, of such specified sizes, quality and types, classifications, and minimum order for each shipment, as defined by the Department of Public Works, and as are identified in Bid Sheet.
The initial length of the Contract will be for approximately one (1) year, beginning on May 18, 2025, and ending on February 10, 2026. This Contract may be extended for up to two (2) additional one-year periods upon approval in writing of the City Manager and Seller.
3. Price.
Seller agrees to invoice the goods and services, as it may apply, sold at the prices identified in attachment 1 accompanying the Seller's Bid submitted in response to the Sourcewell Cooperative Purchasing Contract.
4. Payment.
The City shall make payment within 30 days of receipt of invoice after delivery of product. Payment shall be considered as having been made upon the date such payment is deposited in the U.S. Mail, first-class postage pre-paid and addressed to Seller. 4 of28 ATTACHMENT A
April 15, 2025, Item #6
5. Delivery.
Delivery
shall
be
at
such
locations
identified
on
attachment
2 (each,
a
"Location,"
collectively,
the
"Locations").
6. Supply
and
Output
Capability
of
Seller.
If
Seller
is
unable
for
any
reason
to
supply
City's
requirements,
Seller
shall
immediately
notify
City
and
provide
its
best
estimate
of
the
delivery
and
installation,
as
it
may
apply.
City
may,
at
its
sole
and
exclusive
option,
notify
Seller
in
writing
of
City's
decision
to
terminate
the
order
without
liability.
If the
inability
to
supply
City
with
its
needs
is
not
due
to
the
negligence
or
faults
of
Seller,
and
Seller
has
notified
City
in
writing
as
soon
as
Seller
discovers
the
circumstances
necessitating
a
revised
delivery
date,
the
termination
of
the
order
shall
not
entitle
City
to
any
damages.
7. Assignment
and
Delegation:
Successors.
Neither
Seller
nor
City
shall
assign
any
rights
or delegate
any
obligations
to
the
Contract
without
express
written
approval
and
acceptance
of
the
other
party.
Any
such
assignment
or
delegation
without
express
written
approval
and
acceptance
shall
be
null
and
void.
All
terms,
conditions
and
prov1s1ons
of
this
Contract,
the
Seller's
Bid,
and
Sourcewell
Cooperative
Purchasing
Contract
shall
inure
to
and
bind
each
of
the
parties
hereto,
and
each
of
their
successors
in
interest,
executors,
and
administrators.
8. Indemnification.
Seller
agrees
to
indemnify,
defend
by
an
attorney
of
the
City's
own
choice,
and
hold
harmless,
the
City,
and
its
elected
and
appointed
officers,
agents
and
employees
(the
"lndemnitees")
against
any
and
all
liabilities,
claims,
actions,
causes
of
action,
proceedings,
suits,
damages,
judgments,
liens
, levies,
costs
and
expenses
of
whatever
nature,
including
reasonable
attorneys'
fees
and
disbursements
(collectively
"Claims"),
which
lndemnitees
may
suffer
or
incur
or
to
which
lndemnitees
may
become
subject
by
reason
of
or
arising
out
of
any
injury
to
or
death
of
any
person(s),
damage
to
property,
loss
of
use
of
property,
economic
loss
or
otherwise
occurring
as
a
result
of
or
allegedly
caused
by
the
City's
use
of
the
product
or
installation
services
sold
by
seller
to
City,
provided
that
City
has
not
altered
or
tampered
with
such
product
in
any
way
and
has
used
such
product
in
accordance
with
Seller
's or
manufacturer's
instructions
and
warnings.
If
any
action
or
proceeding
is
brought
against
lndemnitees
by
reason
of
any
of
the
matters
against
which
Seller
has
agreed
to
indemnify
lndemnitees
as
provided
above,
Seller,
upon
notice
from
City,
shall
defend
lndemnitees
at
Seller's
expense
in
the
manner
set
forth
above
in
this
Section
8. lndemnitees
need
not
have
first
paid
for
any
of
the
matters to
which
lndemnitees
are
entitled
to
indemnification
in
order
to
be
so
indemnified.
The
insurance
required
to
be
maintained
by
Seller
shall
ensure
Seller's
obligations
under
5 of28
April 15, 2025, Item #6
this section, but the limits of such insurance shall not limit the liability of Seller hereunder.
The provisions of this section shall survive the expiration or earlier termination of this Agreement.
The provisions of this section do not apply to Claims occurring as a result of this City's sole negligence or willful acts or omissions.
The parties agree to cooperate fully in the resolution of any claims for such liability, loss or damage.
9. Seller's Insurance.
The City shall be named as an additional insured with the bidder. Refer to the Insurance Code of the State of California. Evidence shall be furnished that the requirements of said code are met. Unless specified otherwise, the minimum requirements are as follows:
• Comprehensive General Liability: $1,000,000 Bodily Injury & Property Damage combined each occurrence and $2,000,000 aggregate; • Automobile Liability, including owned, hired, and non-owned vehicles:
$1,000,000 Combined Single Limit coverage;
• Workers' Compensation insurance: Per the statutory amount.
Each policy is to provide primary coverage to City and its elected and appointed boards, officers, agents, and employees. It is not secondary or in any way subordinate to any other insurance or coverage maintained by City.
Upon request by City prior to the time of Award of Contract, the bidder agrees to promptly provide City with letters from insurance companies meeting the requirements of the contract documents verifying that they are prepared to issue insurance to bidder meeting all requirements of the contract documents.
The failure of bidder to provide City with insurance meeting all requirements of the contract documents within 15 calendar days after the Award of Contract shall constitute a material breach of the contract, entitling City to terminate the contract.
All bonds and all insurance shall meet the following standards. The issuing company:
6 of28
a. Shall be an "admitted surety" or an insurance company listed by the State Insurance Commissioner; and
b. Shall have a rating in the latest Best's Rating Guide of "A-" or better and Class VI or better; or be "treasury listed" for the size of risk to be undertaken.
April 15, 2025, Item #6
In the event that the company does not satisfy subsection (b) above, the City Attorney or City Manager may only approve such company if the small size of the insurance or surety obligation or other risk factor justify approval, and satisfactory evidence is produced by the company that its financial responsibility and performance capability are sufficient to insure or secure adequately the risk obligation (See City Council Resolution 90-082).
10. Integration.
The terms of this Contract, the Seller's Bid, and the Sourcewell Cooperative Purchasing Contract, are intended by the parties to be the final expression of the parties' agreement with respect to such terms and also as a complete and exclusive statement of such terms. There are no oral or written agreements other than this Contract. In the event of any conflict between the written expressions of this Contract, the Seller's Bid, and the Sourcewell Cooperative Purchasing Contract, the terms and interpretations given to the provisions of this writing shall prevail.
11. Applicable Law.
The order shall be governed by the laws of the State of California. Any legal action brought to enforce the terms and conditions of this Agreement shall be filed in a court of competent jurisdiction with San Diego County. Seller hereby waives any right to remove any action from San Diego County as is otherwise provided in California Code of Civil Procedure Section 394. In the event any legal action is taken by either party to this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and court costs from the other party.
(Remainder of page intentionally left blank.)
7 of28
April 15, 2025, Item #6
IN
WITNESS
WHEREOF,
the
parties
hereto
have
duly
executed
this
Agreement
on
the
date
first
above
written.
CITY
OF
POWAY
By:-------------
Chris
Hazeltine,
City
Manager
Date:
-----------
ATTEST: Carrie
Gallagher,
City
Clerk
APPROVED
AS
TO
FORM:
By:
__________
_
Alan
Fenstermacher,
City
Attorney
8 of28
MANSFIELD
OIL
OF
GAINESVILLE,
INC.
By:------------
Matthew
Peck,
Business
Manager
Date:
------------
April 15, 2025, Item #6
DocuSign
Envelope
ID
: 103DC81A-DA34-4DDA-AAF4-6AAAB065D71F
A TT
AC
HM
ENT
1 121522-MNF
Source
well
~
Solicitation
Number:
RFP
#121522
CONTRACT
This
Contract
is
between
Sourcewell,
202
12th
Street
Northeast,
P.O.
Box
219,
Staples,
MN
56479
(Sourcewell}
and
Mansfield
Oil
Company
of
Gainesville,
Inc.,
1025
Airport
Parkway
SW,
Gainesville,
GA
30501-6813
(Supplier}.
Sourcewell
is
a State
of
Minnesota
local
government
unit
and
service
cooperative
created
under
the
laws
of
the
State
of
Minnesota
(Minnesota
Statutes
Section
123A.21}
that
offers
cooperative
procurement
solutions
to
government
entities.
Participation
is
open
to
eligible
federal,
state/province,
and
municipal
governmental
entities,
higher
education,
K-12
education,
nonprofit,
tribal
government,
and
other
public
entities
located
in
the
United
States
and
Canada.
Sourcewell
issued
a
public solicitation
for
Fuel
Delivery
with
Related
Services
from
which
Supplier
was
awarded
a contract.
Supplier
desires
to
contract
with
Sourcewell
to
provide
equipment,
products,
or
services
to
Sourcewell
and
the
entities
that
access
Sourcewell's
cooperative
purchasing
contracts
(Participating
Entities}.
1. TERM
OF
CONTRACT
A.
EFFECTIVE
DATE.
This
Contract
is
effective
upon
the
date
of
the
final
signature
below.
B.
EXPIRATION
DATE
AND
EXTENSION.
This
Contract
expires
February
10,
2027,
unless
it
is
cancelled
sooner
pursuant
to
Article
22. This
Contract
may
be
extended
one
additional
year
upon
the
request
of
Sourcewell
and
written
agreement
by
Supplier.
C.
SURVIVAL
OF
TERMS.
Notwithstanding
any
expiration
or
termination
of
this
Contract,
all
payment
obligations
incurred
prior
to
expiration
or
termination
will
survive,
as
will
the
following:
Articles
11 through
14 survive
the
expiration
or
cancellation
of
this
Contract.
All
other
rights
will
cease
upon
expiration
or
termination
of
this
Contract.
2. EQUIPMENT,
PRODUCTS,
OR
SERVICES
A.
EQUIPMENT,
PRODUCTS,
OR
SERVICES.
Supplier
will
provide
the
Equipment,
Products,
or
Services
as
stated
in
its
Proposal
submitted
under
the
Solicitation
Number
listed
above.
Rev
.3/2022
9 of28
April 15, 2025, Item #6
DocuSign Envelope ID: 103DC81A-DA34-4DDA-AAF4-6AAAB065D71 F 121522-MNF
Supplier's Equipment, Products, or Services Proposal {Proposal} is attached and incorporated into this Contract.
Unless agreed to by the Participating Entities in advance, Products must be delivered to the Participating Entity's site.
This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.
B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the Supplier. Any warranty that extends beyond the expiration of the Supplier's warranty will be passed on to the Participating Entity.
C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier's authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier's responsibility to ensure Sourcewell receives the most current information.
3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier's Proposal.
When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services, and includes all costs to the Participating Entity's requested delivery location.
Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.
A. SHIPPING AND SHIPPING COSTS. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products.
Rev.3/2022
10 of 28
April 15, 2025, Item #6
DocuSign Envelope ID: 103DC81A-DA34-4DDA-AAF4-6AAAB065D71F 121522-MNF
Supplier must arrange for and pay for the removal of Equipment and Products that arrive in a non-conforming or defective condition.
Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers non-conforming, substandard, defective, or inferior Equipment or Products.
B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax exempt entity.
4. PRODUCT AND PRICING CHANGE REQUESTS
Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.
At a minimum, the request must:
• Identify the applicable Sourcewell contract number;
• Clearly specify the requested change;
• Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.
A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and will be incorporated by reference.
5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.
The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Rev. 3/2022
11 of 28
April 15, 2025, Item #6
DocuSign Envelope ID: 103DC81A-DA34-4DDA-AAF4-6AAAB065O71 F 121522-MNF
Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.
Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.
B. PUBLIC FACILITIES. Supplier's employees may be required to perform work at government owned facilities, including schools. Supplier's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.
6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.
Supplier's acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.
B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.
C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e commerce specifications, specialized delivery requirements, or other specifications and Rev. 3/2022
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April 15, 2025, Item #6
DocuSign
Envelope
ID:
103DC81A-DA34-4DDA-AAF4-6AAAB065D71F
121522-MNF
requirements),
the
Participating
Entity
and
the
Supplier
may
enter
into
a
separate,
standalone
agreement,
apart
from
this
Contract.
Sourcewell,
including
its
agents
and
employees,
will
not
be
made
a
party
to
a
claim
for
breach
of
such
agreement.
D.
TERMINATION
OF
ORDERS.
Participating
Entities
may
terminate
an
order,
in
whole
or
in
part,
immediately
upon
notice
to
Supplier
in
the
event
of
any
of
the
following
events:
1. The
Participating
Entity
fails
to
receive
funding
or
appropriation
from
its
governing
body
at
levels
sufficient
to
pay
for
the
equipment,
products,
or
services
to
be
purchased;
or
2. Federal,
state,
or
provincial
laws
or
regulations
prohibit
the
purchase
or
change
the
Participating
Entity's
requirements.
E.
GOVERNING
LAW
AND
VENUE.
The
governing law
and
venue
for
any
action
related
to
a
Participating
Entity's
order
will
be
determined
by
the
Participating
Entity
making
the
purchase.
7. CUSTOMER
SERVICE
A.
PRIMARY
ACCOUNT
REPRESENTATIVE.
Supplier
will
assign
an
Account
Representative to
Sourcewell
for
this
Contract
and
must
provide
prompt
notice
to
Sourcewell
if
that
person
is
changed.
The
Account
Representative
will
be
responsible
for:
•
Maintenance
and
management
of
this
Contract;
•
Timely
response
to
all
Sourcewell
and
Participating
Entity
inquiries;
and
•
Business
reviews
to
Sourcewell
and
Participating
Entities,
if
applicable.
B.
BUSINESS
REVIEWS.
Supplier
must
perform
a
minimum
of
one
business
review
with
Sourcewell
per
contract
year.
The
business
review
will
cover
sales
to
Participating
Entities,
pricing
and
contract
terms,
administrative
fees,
sales
data
reports,
performance
issues,
supply
issues,
customer
issues,
and
any
other
necessary
information.
8. REPORT
ON
CONTRACT
SALES
ACTIVITY
AND
ADMINISTRATIVE
FEE
PAYMENT
A.
CONTRACT
SALES
ACTIVITY
REPORT.
Each
calendar
quarter,
Supplier
must
provide
a
contract
sales
activity
report
(Report)
to
the
Sourcewell
Supplier
Development
Administrator
assigned
to
this
Contract.
Reports
are
due
no
later
than
45 days
after
the
end
of
each
calendar
quarter.
A
Report
must
be
provided
regardless
of
the
number
or
amount
of
sales
during
that
quarter
(i.e.,
if
there
are
no
sales,
Supplier
must
submit
a
report
indicating
no
sales
were
made). The
Report
must
contain
the
following
fields:
•
Participating
Entity
Name
(e.g.,
City
of
Staples
Highway
Department);
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• Participating Entity Physical Street Address;
• Participating Entity City;
• Participating Entity State/Province;
• Participating Entity Zip/Postal Code;
• Participating Entity Contact Name;
• Participating Entity Contact Email Address;
• Participating Entity Contact Telephone Number;
• Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description;
• Item Purchased Price;
• Sourcewell Administrative Fee Applied; and
• Date Purchase was invoiced/sale was recognized as revenue by Supplier.
B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee.
The Supplier will submit payment to Sourcewell for the administrative fee calculated as stated in the Proposal on the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.
Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.
In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.
9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.
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Supplier's Authorized Representative is the person named in the Supplier's Proposal. If Supplier's Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.
10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.
B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.
C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.
D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.
E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.
F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.
11. INDEMNITY AND HOLD HARMLESS
Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person{s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Rev.3/2022
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Equipment, Product, or Service has been used according to its specifications. Sourcewell's responsibility will be governed by the State of Minnesota's Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.
12. GOVERNMENT DATA PRACTICES
Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract.
13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY
1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Supplier.
b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier's trademarks in advertising and promotional materials for the purpose of marketing Supplier's relationship with Sourcewell.
2. Limited Right of Sub/icense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.
3. Use; Quality Control.
a. Neither party may alter the other party's trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's trademarks only in good faith and in a dignified manner consistent with such party's use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.
4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all Rev. 3/2022
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marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions.
B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.
C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.
D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.
14. GOVERNING LAW, JURISDICTION, AND VENUE
The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.
15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.
16. SEVERABILITY
If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.
17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:
1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Rev.3/2022
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Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.
2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.
3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.
B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:
1. Nonperformance of contractual requirements, or
2. A material breach of any term or condition of this Contract.
The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:
• Exercise any remedy provided by law or equity, or
• Terminate the Contract or any portion thereof, including any orders issued against the Contract.
18. INSURANCE
A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A-or better, with coverage and limits of insurance not less than the following:
1. Workers' Compensation and Employer's Liability.
Workers' Compensation: As required by any applicable law or regulation.
Employer's Liability Insurance: must be provided in amounts not less than listed below:
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Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease
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2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.
Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate
3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.
Minimum Limits:
$1,000,000 each accident, combined single limit
4. Transportation Pollution Liability Insurance. During the term of this Contract, Supplier will maintain transportation pollution liability insurance, with coverage for loading and unloading, and endorsement of form MCS-90.
Minimum Limits:
$1,000,000
5. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer's Liability, Commercial General Liability, and Commercial Automobile.
Minimum Limits:
$2,000,000
6. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data -including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.
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$2,000,000 per occurrence
$2,000,000 annual aggregate
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Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy{ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer{s) to bind coverage on their behalf.
Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.
C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision{s) or endorsement{s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.
D. WAIVER OF SUBROGATION. Supplier waives and must require {by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.
E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy{ies), or self-insured retention.
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19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.
B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.
20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.
Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.
21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to "federal" should be interpreted to mean the United States federal government.
The following list only applies when a Participating Entity accesses Supplier's Equipment, Products, or Services with United States federal funds.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-
1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339}, as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing Rev.3/2022
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regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference.
B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions.
C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).
Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.
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D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 401.2{a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.
E. CLEAN AIR ACT {42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.
F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the 0MB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.
G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 u.s.c. § 1352).
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H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.
I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.
J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier's personnel for the purpose of interview and discussion relating to such documents.
L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.
N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.
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0. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier's actions pertaining to this Contract or any purchase by a Participating Entity.
P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.
Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.
R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.
Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.
S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.
T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.
22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier's Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.
Rev.3/2O22
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April 15, 2025, Item #6
DocuSign Envelope ID: 103DC81A-DA34-4DDA-AAF4-6AAAB065D71F Sourcewell
I.DocuSlgned by:
By: ~/3g~~o.fl'7
Jeremy Schwartz
Title: Chief Procurement Officer
2/1/2023 I 5:03 PM CST
Date: __________ _
Approved:
It DocuSlgned by:
By: 0:!FkA~
Chad Coauette
Title: Executive Director/CEO
2/1/2023 I 5:42 PM CST
Date: __________ _
Rev. 3/2022
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121522-MNF
Mansfield Oil Company of Gainesville, Inc.
lnDocuSlgned by:
By:02::J!1!::::~ .
Dan Luther
Title: Vice President of Government Sales
2/1/2023 I 11:58 AM CST
Date: __________ _
April 15, 2025, Item #6
FEE PROPOSAL
Bulk Fuel Deliveries:
• Product (exclusive of any applicable taxes):
o Fleet Maintenance non-generator Gas Tank
• Tank Wagon Gasoline:
• OPIS San Diego, CA Gross Contract Average w/CAR + $.1654per gallon o Fleet Maintenance non-generator Diesel Tank
• Tank Wagon ULSD Clear Diesel:
• OPIS San Diego, CA Gross Contract Average w/CAR + $.2154 per gallon o Fire Station 3 non-generator Diesel Tank
• Tank Wagon ULSD Clear Diesel:
• OPIS San Diego, CA Gross Contract Average w/CAR + $.2154 per gallon • Product (exclusive of any applicable taxes):
o All Generator Diesel Tanks:
• Tank Wagon Dyed ULSD Diesel:
• OPIS San Diego, CA Gross Contract Average w/CAR + $.4006 per gallon • Freight Charges (exclusive of any applicable taxes): * All Freight Charges are pass-throughs under the Sourcewell agreement*
o Fleet Maintenance non-generator Gas Tank
• +$. 1000 per gallon
• +$150 delivery fee for deliveries under 2,200 gallons o Fleet Maintenance non-generator Diesel Tank
• +$.1500pergallon
• +$150 delivery fee for deliveries under 1,500 gallons o Fire Station 3 non-generator Diesel Tank
• +$.3500 per gallon
• +$150 delivery fee for deliveries under 375 gallons
o All Generator Diesel Tanks:
• +$.2500 per gallon
• +$150 delivery fee for all deliveries to generators
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April 15, 2025, Item #6
Name and Address of Facilities:
ATTACHMENT 2
DELIVERY DETAILS
a. Public Works Fleet Maintenance -Fuel Station
14415 Lake Poway Road
Poway, CA 92064
b. Fire Station #3
14322 Pomerado Road
Poway, CA 92064
Contact Information: Mike Weigel, Fleet Maintenance Supervisor, (858) 668-4745 Delivery to Public Works Fleet Maintenance -Fuel Station a. Delivery type: Tank Truck
b. Delivery specifications: Monday - Thursday 7:30 am to 3:30 pm c. Tanks: 2 (one 4,000-gallon diesel and one 6,000-gallon gasoline) Fuels: Diesel and Gasoline
a. Fuel Type: Ultra Low Sulfur Diesel
Price: Refer to Bid Schedule
Estimated Annual Quantity: 17,000 gallons of diesel
b. Fuel Type: Regular Unleaded Gasoline
Price: Refer to Bid Schedule
Estimated Annual Quantity: 51,000 gallons of gasoline
Delivery to Fire Station #3
a. Delivery type: Tank Truck
b. Delivery specifications: Monday -Thursday, 7:30 am to 3:30 pm c. Tanks: 1 (1,000 gallon above ground tank)
Fuel: Diesel
a. Fuel Type: Diesel
Price: Refer to Bid Schedule
Estimated Annual Quantity: 12,000 gallons of diesel
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