SUBMITTAL TO THE BOARD OF SUPERVISORS
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA
ITEM: 3.69
(ID#19614)
MEETING DATE:
Tuesday, August 30, 2022
FROM: SHERIFF-CORONER-PA:
SUBJECT: SHERIFF-CORONER-PA-: Approve the Master Service Agreement for Jet-A Aviation Fuel Between the County of Riverside and EPIC Aviation, LLC for Five Years through June 30, 2027; All Districts; [Total Cost $4,000,000, Up to $400,000 in Additional Compensation - 100% Sheriff's Budget]
RECOMMENDED MOTION: That the Board of Supervisors:
1. Approve the Master Service Agreement for Jet-A Aviation Fuel Between the County of Riverside and EPIC Aviation, LLC (Agreement) for an annual amount of $800,000 and a total aggregate amount of $4,000,000 for five years through June 30, 2027, and authorize the Chair of the Board to sign the Agreement on behalf of the County; and
2. Authorize the Purchasing Agent, in accordance with Ordinance 459, based on the availability of funding and as approved as to form by County Counsel to: a) sign amendments that exercise the options of the Agreement including modifications of the Scope of Service that stay within the intent of the Agreement; and b) sign amendments to the compensation provisions that do not exceed 10% of the total cost of the Agreement.
ACTION:Policy
David Lelevien
David Lelevier, Assistant Sheriff B/15/2022
MINUTES OF THE BOARD OF SUPERVISORS
Ayes: Jeffries, Spiegel, Washington, Perez and Hewitt
Nays: None Kecia R. Harper
Absent: None
Date: August 30, 2022
XC: Sheriff Deputy
SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA
FINANCIAL PATA | durne real vien • Nast Placel Yours, Ongoing cost! COST $ 800,000 8600,000 $ 400000 $0
NET COUNTY COST $ $ $0
SOURCE OF FUNDS: 100% Sheriffs Department Budget Budget Adjustment: No For Fiscal Year: 22123-26/27
C.E.O. RECOMMENDATION: Approve
BR: 23-009
BACKGROUND:
Summary
The Sheriffs Department, Aviation Unit has a 10,000-gallon double-wall, above-ground fuel storage tank located at the Hemet-Ryan Airport and a 12,000-gallon double-wall, above-ground fuel storage tank located at Thermal Aviation Hangar. An average of 130,000 gallons of Jet-A aviation fuel is consumed per year by the Sheriff's Department. For Sheriffs Department aircraft to continuously operate, jet fuel must be delivered approximately every two to three weeks.
Impact on Residents and Businesses
Approval of this Agreement will enable the Sheriffs Department Aviation Unit to continue operations for the safety of the residents and businesses within Riverside County.
SUPPLEMENTAL
Contract History and Price Reasonableness
The Purchasing Department, on behalf of the Sheriffs Department, issued a Request for Quote response was reviewed and evaluated based on the criteria outlined in the RFQ requirements, discounts offered, and overall cost to the County.
EPIC Aviation, LLC was determined to be the lowest most responsive and responsible bidder and it is therefore recommended that an Inclusive contract be awarded to EPIC Aviation, LLC for Jet-A aviation to all Sheriff Aviation fuel storage tank locations. EPIC Aviation, LLC shall also make quarterly inspections of each fuel storage tank to assure the safety of operation and adherence to all County and State regulations.
ATTACHMENTS
Master Service Agreement - 3 copies
ID# 19814 3.69
SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA
Rebecca Al Cunteg 00222022
Rebeca
Contract ID # SHARC-40518-002-06/27
MASTER SERVICE AGREEMENT
for
JET-A AVIATION FUEL
between
COUNTY OF RIVERSIDE
and
EPIC AVIATION, LLC
OF
KAT COUNTY O
COUNTY RIVERSIDE
SOUTHERN CALIBRA
MAY 3, 1893
RFP# SHARC-475 Page 1 of 22
Form #116-310 - Dated: 3/21/2019
AUG 302022 3.69
Contract ID # SHARC-40518-002-06/27
TABLE OF CONTENTS
SECTION HEADING PAGE NUMBER
Description of Services.. ..3
Period of Performance... ..3
Compensation. ..3
4. Alteration or Changes to the Agreement .... ...5
Termination ..5
6. Ownership/Use of Contract Materials and Products ....6 Conduct of Contractor.... ........6
8. Inspection of Service: Quality Control/Assurance ....7
9. Independent Contractor/Employment Eligibility ...7
10. Subcontract for Work or Services ...9
11. Disputes ...9
12. Licensing and Permits ..9
13. Use by Other Political Entities. ..10
14. Non-Discrimination ..10
15. Records and Documents ...10
16. Confidentiality ...10
17. Administration/Contract Liaison ....11
18. Notices. ....11
19. Force Majeure. ...11
20. EDD Reporting Requirements. ...11
21. Hold Harmless/Indemnification ...12
22. Insurance ...13
23. General ...15
Exhibit A-Scope of Service. ...19
Exhibit B- Payment Provisions ......21
RFP# SHARC-475 Page 2 of 22
Form #116-310 - Dated: 3/21/2019
Contract ID # SHARC-40518-002-06/27
This Agreement, made and entered into this 1ST day of July, 2022, by and between EPIC AVIATION, LLC, an Oregon limited liability company registered to do business in California (herein referred to as "CONTRACTOR"), and the COUNTY OF RIVERSIDE, a political subdivision of the State of California, (herein referred to as "COUNTY"). The parties agree as follows:
1. Description of Services
1.1 CONTRACTOR shall provide all services as outlined and specified in Exhibit A, Scope of Services, at the prices stated in Exhibit B, Payment Provisions.
1.2 CONTRACTOR represents that it has the skills, experience, and knowledge necessary to perform under this Agreement and the COUNTY relies upon this representation. CONTRACTOR shall perform to the satisfaction of the COUNTY and in conformance to and consistent with the highest standards of firms/professionals in the same discipline in the State of California.
1.3 CONTRACTOR affirms this it is fully apprised of all of the work to be performed under this Agreement; and the CONTRACTOR agrees it can properly perform this work at the prices stated in Exhibit B.
CONTRACTOR is not to perform services or provide products outside of the Agreement.
1.4 Acceptance by the COUNTY of the CONTRACTOR's performance under this Agreement does not operate as a release of CONTRACTOR's responsibility for full compliance with the terms of this Agreement.
2. Period of Performance
2.1 This Agreement shall be effective upon signature of this Agreement by both parties and continues in effect through June 30, 2027, unless terminated earlier. CONTRACTOR shall commence performance upon signature of this Agreement by both parties and shall diligently and continuously perform thereafter. The Riverside County Board of Supervisors is the only authority that may obligate the County for a non-cancelable multi-year agreement.
Compensation
3.1 The COUNTY shall pay the CONTRACTOR for services performed, products provided, and expenses incurred in accordance with the terms of Exhibit B, Payment Provisions. Maximum payments by COUNTY to CONTRACTOR shall not exceed $800,000 annually including all expenses. The COUNTY is not responsible for any fees or costs incurred above or beyond the contracted amount and shall have no obligation to purchase any specified amount of services or products. Unless otherwise specifically stated in Exhibit B, COUNTY shall not be responsible for payment of any of CONTRACTOR's expenses related to this Agreement.
RFP# SHARC-475 Page 3 of 22
Form #116-310 - Dated: 3/21/2019
Contract ID # SHARC-40518-002-06/27
3.2 CONTRACTOR shall be paid only in accordance with an invoice submitted to COUNTY by CONTRACTOR within fifteen (15) days from the last day of each calendar month, and COUNTY shall pay the invoice within thirty (30) working days from the date of receipt of the invoice. Payment shall be made to CONTRACTOR only after services have been rendered or delivery of materials or products, and acceptance has been made by COUNTY. Prepare invoices in duplicate. For this Agreement, send the original and duplicate copies of invoices to:
Sheriff's Department Aviation Division
Hemet-Ryan Airport
4850 West Stetson Avenue
Hemet, CA 92545
Between 7:00 AM to 5:00 PM, Monday thru Friday
Sheriff's Department Aviation Division
Thermal Aviation Hangar
86-675 Deputy Manny Villegas Way
Thermal, CA 92274
Between 7:00 AM to 5:00 PM, Monday thru Friday
a) Each invoice shall contain a minimum of the following information: invoice number and date; remittance address; bill-to and ship-to addresses of ordering department/division; Agreement number (SHARC-40518-002-06/27); quantities; item descriptions, unit prices, extensions, sales/use tax if applicable, and an invoice total. b) Invoices shall be rendered monthly in arrears.
3.3 The COUNTY obligation for payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which payment can be made, and invoices shall be rendered "monthly" in arrears. In the State of California, Government agencies are not allowed to pay excess interest and late charges, per Government Codes, Section 926.10. No legal liability on the part of the COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment. In the event that such funds are not forthcoming for any reason, COUNTY shall immediately notify CONTRACTOR in writing; and this Agreement shall be deemed terminated, have no further force, and effect.
RFP# SHARC-475 Page 4 of 22
Form #116-310 - Dated: 3/21/2019
Contract ID # SHARC-40518-002-06/27
Alteration or Changes to the Agreement
4.1 The Board of Supervisors and the COUNTY Purchasing Agent and/or his designee is the only authorized COUNTY representatives who may at any time, by written order, alter this Agreement. If any such alteration causes an increase or decrease in the cost of, or the time required for the performance under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule; or both, and the Agreement shall be modified by written amendment accordingly.
4.2 Any claim by the CONTRACTOR for additional payment related to this Agreement shall be made in writing by the CONTRACTOR within thirty (30) days of when the CONTRACTOR has or should have notice of any actual or claimed change in the work, which results in additional and unanticipated cost to the CONTRACTOR. If the COUNTY Purchasing Agent decides that the facts provide sufficient justification, he may authorize additional payment to the CONTRACTOR pursuant to the claim. Nothing in this section shall excuse the CONTRACTOR from proceeding with performance of the Agreement even if there has been a change.
5. Termination
5.1. COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served upon the CONTRACTOR stating the extent and effective date of termination.
5.2 COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's default, if CONTRACTOR refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the COUNTY may proceed with the work in any manner deemed proper by COUNTY.
5.3 After receipt of the notice of termination, CONTRACTOR shall:
(a) Stop all work under this Agreement on the date specified in the notice of termination; and
(b) Transfer to COUNTY and deliver in the manner as directed by COUNTY any materials, reports or other products, which, if the Agreement had been completed or continued, would have been required to be furnished to COUNTY.
5.4 After termination, COUNTY shall make payment only for CONTRACTOR's performance up to the date of termination in accordance with this Agreement.
5.5 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by RFP# SHARC-475 Page 5 of 22
Form #116-310 - Dated: 3/21/2019
Contract ID # SHARC-40518-002-06/27
CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. In such event, CONTRACTOR shall not be entitled to any further compensation under this Agreement.
5.6 If the Agreement is federally or State funded, CONTRACTOR cannot be debarred from the System for Award Management (SAM). CONTRACTOR must notify the COUNTY immediately of a debarment. Reference: System for Award Management (SAM) at https://www.sam.gov for Central Contractor Registry (CCR), Federal Agency Registration (Fedreg), Online Representations and Certifications Application, and, Excluded Parties List System (ELS)). Excluded Parties Listing System (EPLS) (http://www.epls.gov) (Executive Order 12549, 7 CFR Part 3017, 45 CFR Part 76, and 44 CFR Part 17). The System for Award Management (SAM) is the Official U.S. Government system that consolidated the capabilities of CCR/FedReg, ORCA, and EPLS.
5.7 The rights and remedies of COUNTY provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or this Agreement.
Ownership/Use of Contract Materials and Products
The CONTRACTOR agrees that all materials, reports or products in any form, including electronic, created by CONTRACTOR for which CONTRACTOR has been compensated by COUNTY pursuant to this Agreement shall be the sole property of the COUNTY. The material, reports or products may be used by the COUNTY for any purpose that the COUNTY deems to be appropriate, including, but not limit to, duplication and/or distribution within the COUNTY or to third parties. CONTRACTOR agrees not to release or circulate in whole or part such materials, reports, or products without prior written authorization of the COUNTY.
7. Conduct of Contractor
7.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with CONTRACTOR's performance under this Agreement. The CONTRACTOR further covenants that no person or subcontractor having any such interest shall be employed or retained by CONTRACTOR under this Agreement. The CONTRACTOR agrees to inform the COUNTY of all the CONTRACTOR's interests, if any, which are or may be perceived as incompatible with the COUNTY's interests.
7.2 The CONTRACTOR shall not, under circumstances which could be interpreted as an attempt to influence the recipient in the conduct of his/her duties, accept any gratuity or special favor from RFP# SHARC-475 Page 6 of 22
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Contract ID # SHARC-40518-002-06/27
individuals or firms with whom the CONTRACTOR is doing business or proposing to do business, in accomplishing the work under this Agreement.
7.3 The CONTRACTOR or its employees shall not offer gifts, gratuity, favors, and entertainment directly or indirectly to COUNTY employees.
8. Inspection of Service; Quality Control/Assurance
8.1 All performance (which includes services, workmanship, materials, supplies and equipment furnished or utilized in the performance of this Agreement) shall be subject to inspection and test by the COUNTY or other regulatory agencies at all times. The CONTRACTOR shall provide adequate cooperation to any inspector or other COUNTY representative to permit him/her to determine the CONTRACTOR's conformity with the terms of this Agreement. If any services performed or products provided by CONTRACTOR are not in conformance with the terms of this Agreement, the COUNTY shall have the right to require the CONTRACTOR to perform the services or provide the products in conformance with the terms of the Agreement at no additional cost to the COUNTY. When the services to be performed or the products to be provided are of such nature that the difference cannot be corrected; the COUNTY shall have the right to: (1) require the CONTRACTOR immediately to take all necessary steps to ensure future performance in conformity with the terms of the Agreement; and/or (2) reduce the Agreement price to reflect the reduced value of the services performed or products provided. The COUNTY may also terminate this Agreement for default and charge to CONTRACTOR any costs incurred by the COUNTY because of the CONTRACTOR's failure to perform.
8.2 CONTRACTOR shall establish adequate procedures for self-monitoring and quality control and assurance to ensure proper performance under this Agreement; and shall permit a COUNTY representative or other regulatory official to monitor, assess, or evaluate CONTRACTOR's performance under this Agreement at any time, upon reasonable notice to the CONTRACTOR.
Independent Contractor/Employment Eligibility
9.1 The CONTRACTOR is, for purposes relating to this Agreement, an independent contractor and shall not be deemed an employee of the COUNTY. It is expressly understood and agreed that the CONTRACTOR (including its employees, agents, and subcontractors) shall in no event be entitled to any benefits to which COUNTY employees are entitled, including but not limited to overtime, any retirement benefits, worker's compensation benefits, and injury leave or other leave benefits. There shall be no employer-employee relationship between the parties; and CONTRACTOR shall hold COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by a third party that RFP# SHARC-475 Page 7 of 22
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Contract ID # SHARC-40518-002-06/27
an employer-employee relationship exists by reason of this Agreement. It is further understood and agreed by the parties that CONTRACTOR in the performance of this Agreement is subject to the control or direction of COUNTY merely as to the results to be accomplished and not as to the means and methods for accomplishing the results.
9.2 CONTRACTOR warrants that it shall make its best effort to fully comply with all federal and state statutes and regulations regarding the employment of aliens and others and to ensure that employees performing work under this Agreement meet the citizenship or alien status requirement set forth in federal statutes and regulations. CONTRACTOR shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by federal or state statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. 81324 et seq., as they currently exist and as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all covered employees, for the period prescribed by the law.
10. Subcontract for Work or Services
No contract shall be made by the CONTRACTOR with any other party for furnishing any of the work or services under this Agreement without the prior written approval of the COUNTY; but this provision shall not require the approval of contracts of employment between the CONTRACTOR and personnel assigned under this Agreement, or for parties named in the proposal and agreed to under this Agreement.
11. Disputes
11.1 The parties shall attempt to resolve any disputes amicably at the working level. If that is not successful, the dispute shall be referred to the senior management of the parties. Any dispute relating to this Agreement, which is not resolved by the parties, shall be decided by the COUNTY's Purchasing Department's Compliance Contract Officer who shall furnish the decision in writing. The decision of the COUNTY's Compliance Contract Officer shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, capricious, arbitrary, or so grossly erroneous to imply bad faith. The CONTRACTOR shall proceed diligently with the performance of this Agreement pending the resolution of a dispute.
11.2 Prior to the filing of any legal action related to this Agreement, the parties shall be obligated to attend a mediation session in Riverside County before a neutral third party mediator. A second mediation session shall be required if the first session is not successful. The parties shall share the cost of the mediations.
RFP# SHARC-475 Page 8 of 22
Form #116-310 - Dated: 3/21/2019
Contract ID # SHARC-40518-002-06/27
12. Licensing and Permits
CONTRACTOR shall comply with all State or other licensing requirements, including but not limited to the provisions of Chapter 9 of Division 3 of the Business and Professions Code. All licensing requirements shall be met at the time proposals are submitted to the COUNTY. CONTRACTOR warrants that it has all necessary permits, approvals, certificates, waivers and exemptions necessary for performance of this Agreement as required by the laws and regulations of the United States, the State of California, the County of Riverside and all other governmental agencies with jurisdiction, and shall maintain these throughout the term of this Agreement.
13. Use By Other Political Entities
The CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this Agreement to each and every political entity, special district, and related non-profit. It is understood that other entities shall make purchases in their own name, make direct payment, and be liable directly to the CONTRACTOR; and COUNTY shall in no way be responsible to CONTRACTOR for other entities' purchases.
14. Non-Discrimination
CONTRACTOR shall not discriminate in the provision of services, allocation of benefits, accommodation in facilities, or employment of personnel on the basis of ethnic group identification, race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status or sex in the performance of this Agreement; and, to the extent they shall be found to be applicable hereto, shall comply with the provisions of the California Fair Employment and Housing Act (Gov. Code 12900 et. seq), the Federal Civil Rights Act of 1964 (P.L. 88-352), the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) and all other applicable laws or regulations.
15. Records and Documents
CONTRACTOR shall make available, upon written request by any duly authorized Federal, State, or COUNTY agency, a copy of this Agreement and such books, documents and records as are necessary to certify the nature and extent of the CONTRACTOR's costs related to this Agreement. All such books, documents and records shall be maintained by CONTRACTOR for at least five years following termination of this Agreement and be available for audit by the COUNTY. CONTRACTOR shall provide to the COUNTY reports and information related to this Agreement as requested by COUNTY.
16. Confidentiality
RFP# SHARC-475 Page 9 of 22
Form #116-310 - Dated: 3/21/2019
Contract ID # SHARC-40518-002-06/27
16.1 The CONTRACTOR shall not use for personal gain or make other improper use of privileged or confidential information which is acquired in connection with this Agreement. The term "privileged or confidential information" includes but is not limited to: unpublished or sensitive technological or scientific information; medical, personnel, or security records; anticipated material requirements or pricing/purchasing actions; COUNTY information or data which is not subject to public disclosure; COUNTY operational procedures; and knowledge of selection of contractors, subcontractors or suppliers in advance of official announcement.
16.2 The CONTRACTOR shall protect from unauthorized disclosure names and other identifying information concerning persons receiving services pursuant to this Agreement, except for general statistical information not identifying any person. The CONTRACTOR shall not use such information for any purpose other than carrying out the CONTRACTOR's obligations under this Agreement. The CONTRACTOR shall promptly transmit to the COUNTY all third party requests for disclosure of such information. The CONTRACTOR shall not disclose, except as otherwise specifically permitted by this Agreement or authorized in advance in writing by the COUNTY, any such information to anyone other than the COUNTY. For purposes of this paragraph, identity shall include, but not be limited to, name, identifying number, symbol, or other identifying particulars assigned to the individual, such as finger or voice print or a photograph.
17. Administration/Contract Liaison
The COUNTY Purchasing Agent, or designee, shall administer this Agreement on behalf of the COUNTY. The Purchasing Department is to serve as the liaison with CONTRACTOR in connection with this Agreement.
18. Notices
All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parties at the addresses set forth below and are deemed submitted two days after their deposit in the United States mail, postage prepaid:
COUNTY OF RIVERSIDE CONTRACTOR
Sheriff Aviation EPIC Aviation, LLC
4095 Lemon Street PO Box 12249
Riverside, CA 92501 Salem, OR 97309
Attn: Sgt. Caleb Curtner, Attn: Justin Vadurro
Buyer II, Yasmin Lopez Regional Sales Manager
RFP# SHARC-475 Page 10 of 22
Form #116-310 - Dated: 3/21/2019
Contract ID # SHARC-40518-002-06/27
19. Force Maieure
If either party is unable to comply with any provision of this Agreement due to causes beyond its reasonable control, and which could not have been reasonably anticipated, such as acts of God, acts of war, civil disorders, or other similar acts, such party shall not be held liable for such failure to comply.
20. EDD Reporting Requirements
In order to comply with child support enforcement requirements of the State of California, the COUNTY may be required to submit a Report of Independent Contractors) form DE 542 to the Employment Development Department. The CONTRACTOR agrees to furnish the required data and certifications to the COUNTY within 10 days of notification of award of Agreement when required by the EDD. This data will be transmitted to governmental agencies charged with the establishment and enforcement of child support orders. Failure of the CONTRACTOR to timely submit the data and/or certificates required may result in the contract being awarded to another contractor. In the event a contract has been issued, failure of the CONTRACTOR to comply with all federal and state reporting requirements for child support enforcement or to comply with all lawfully served Wage and Earnings Assignments Orders and Notices of Assignment shall constitute a material breach of Agreement. If CONTRACTOR has any questions concerning this reporting requirement, please call (916) 657-0529. CONTRACTOR should also contact its local Employment Tax Customer Service Office listed in the telephone directory in the State Government section under "Employment Development Department" or access their Internet site at www.edd.ca.gov.
21. Hold Harmless/Indemnification
21.1 CONTRACTOR shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage whatsoever, based or asserted upon any services of CONTRACTOR, its officers, employees, subcontractors, agents of representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services.
RFP# SHARC-475 Page 11 of 22
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Contract ID # SHARC-40518-002-06/27
21.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set forth herein.
21.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved.
21.4 The specified insurance limits required in this Agreement shall in no way limit or circumscribe CONTRACTOR'S obligations to indemnify and hold harmless the Indemnitees herein from third party claims.
22. Insurance
22.1 Without limiting or diminishing the CONTRACTOR'S obligation to indemnify or hold the COUNTY harmless, CONTRACTOR shall procure and maintain or cause to be maintained, at its sole cost and expense, the following insurance coverage's during the term of this Agreement. As respects to the insurance section only, the COUNTY herein refers to the County of Riverside, its Agencies, Districts, Special Districts, and Departments, their respective directors, officers, Board of Supervisors, employees, elected or appointed officials, agents, or representatives as Additional Insureds.
A. Workers' Compensation:
If the CONTRACTOR has employees as defined by the State of California, the CONTRACTOR shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive subrogation in favor of The County of Riverside.
B. Commercial General Liability:
Commercial General Liability insurance coverage, including but not limited to, premises liability, unmodified contractual liability, products and completed operations liability, personal and advertising injury, and cross liability coverage, covering claims which may arise from or out of CONTRACTOR'S performance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policy's limit of liability shall not be less than $2,000,000 per occurrence combined single limit. If such insurance RFP# SHARC-475 Page 12 of 22
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Contract ID # SHARC-40518-002-06/27
contains a general aggregate limit, it shall apply separately to this agreement or be no less than two (2) times the occurrence limit.
C. Vehicle Liability:
If vehicles or mobile equipment is used in the performance of the obligations under this Agreement, then CONTRACTOR shall maintain liability insurance for all owned, non-owned, or hired vehicles so used in an amount not less than $1,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this agreement or be no less than two (2) times the occurrence limit. Policy shall name the COUNTY as Additional Insureds.
D. General Insurance Provisions - All lines:
1) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an A M BEST rating of not less than A: VIII (A:8) unless such requirements are waived, in writing, by the County Risk Manager. If the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term. 2) The CONTRACTOR must declare its insurance self-insured retention for each coverage required herein. If any such self-insured retention exceeds $500,000 per occurrence each such retention shall have the prior written consent of the County Risk Manager before the commencement of operations under this Agreement. Upon notification of self-insured retention unacceptable to the COUNTY, and at the election of the County's Risk Manager, CONTRACTOR'S carriers shall either; 1) reduce or eliminate such self-insured retention as respects this Agreement with the COUNTY, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. 3) CONTRACTOR shall cause CONTRACTOR'S insurance carriers) to furnish the County of Riverside with either 1) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, and 2) if requested to do so orally or in writing by the County Risk Manager, provide original Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full force and effect. Further, said Certificate(s) and policies of insurance shall contain the covenant of the insurance carrier(s) that thirty (30) days written notice shall be given to the County of Riverside prior to any material modification, cancellation, expiration or reduction in coverage of such insurance. In the event of a material modification, cancellation, expiration, or reduction in coverage, this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto RFP# SHARC-475 Page 13 of 22
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evidencing coverage's set forth herein and the insurance required herein is in full force and effect.
CONTRACTOR shall not commence operations until the COUNTY has been furnished original Certificate (s) of Insurance and certified original copies of endorsements and if requested, certified original policies of insurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier shall sign the original endorsements for each policy and the Certificate of Insurance.
4) It is understood and agreed to by the parties hereto that the CONTRACTOR'S insurance shall be construed as primary insurance, and the COUNTY'S insurance and/or deductibles and/or self-insured retention's or self-insured programs shall not be construed as contributory. 5) If, during the term of this Agreement or any extension thereof, there is a material change in the scope of services; or, there is a material change in the equipment to be used in the performance of the scope of work; or, the term of this Agreement, including any extensions thereof, exceeds five (5) years; the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Manager's reasonable judgment, the amount or type of insurance carried by the CONTRACTOR has become inadequate. 6) CONTRACTOR shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement.
7) The insurance requirements contained in this Agreement may be met with a programs) of self- insurance acceptable to the COUNTY.
8) CONTRACTOR agrees to notify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement.
E. Aviation Insurance:
CONTRACTOR/OPERATOR shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work or in connection with products, materials or services supplied to the COUNTY and shall include their agents, representatives, employees or subcontractors. With respect to General Liability, Errors and Omissions, Pollution Legal Liability and Remediation, coverage should be maintained for a minimum of five (5) years after contract completion. Coverage shall be at least as broad as:
A. For fixed-based operators (FBO's), flight schools, and/or flying clubs located at the airport:
RFP# SHARC-475 Page 14 of 22
Form #116-310 - Dated: 3/21/2019
Contract ID # SHARC-40518-002-06/27
Airport Liability Insurance: On an "occurrence" basis, including products and completed operation, property damage, bodily injury with no less than $1,000,000 per occurrence and $2,000,000 aggregate, including owned and non-owned aircraft coverage.
B. For aero-nautical and non-aeronautical businesses located at the airport:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO GG 25 03 or 25 04) or the general aggregate limits shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 001 covering any auto (Code I), or if CONTRACTOR/OPERATOR has no owned autos, hired (Code 8)and non-owned (Code 9) autos, with limit no less than $1,000,000 per accident for bodily injury and property damage. : 3. Worker's Compensation Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or desease.
4. Pollution Legal Liability and Remediation and/or Errors and Omissions applicable to underground or above ground fuel storage tanks, fueling or refueling operations with a limit no less than $2,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year. This policy shall include coverage for bodily injury, property damage personal injury and environmental site restoration, including fines and penalties in accordance with applicable EPA or state regulations.
5. Hangerkeepers Liability: with a limit not less than $1,000,000 combined single limit per occurrence and $1,000,000 aggregate.
23. General
23.1 CONTRACTOR shall not delegate or assign any interest in this Agreement, whether by operation of law or otherwise, without the prior written consent of COUNTY. Any attempt to delegate or assign any interest herein shall be deemed void and of no force or effect.
23.2 Any waiver by COUNTY of any breach of any one or more of the terms of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or of any other term of this Agreement. Failure on the part of COUNTY to require exact, full, and complete compliance with any terms of this Agreement shall not be construed as in any manner changing the terms of preventing COUNTY from enforcement of the terms of this Agreement.
RFP# SHARC-475 Page 15 of 22
Form #116-310 - Dated: 3/21/2019
Contract ID # SHARC-40518-002-06/27
23.3 In the event the CONTRACTOR receives payment under this Agreement, which is later disallowed by COUNTY for nonconformance with the terms of the Agreement, the CONTRACTOR shall promptly refund the disallowed amount to the COUNTY on request; or at its option the COUNTY may offset the amount disallowed from any payment due to the CONTRACTOR.
23.4 CONTRACTOR shall not provide partial delivery or shipment of services or products unless specifically stated in the Agreement.
23.5 CONTRACTOR shall not provide any services or products subject to any chattel mortgage or under a conditional sales contract or other agreement by which an interest is retained by a third party. The CONTRACTOR warrants that it has good title to all materials or products used by CONTRACTOR OF provided to COUNTY pursuant to this Agreement, free from all liens, claims, or encumbrances.
23.6 Nothing in this Agreement shall prohibit the COUNTY from acquiring the same type or equivalent equipment, products, materials or services from other sources, when deemed by the COUNTY to be in its best interest. The COUNTY reserves the right to purchase more or less than the quantities specified in this Agreement.
23.7 The COUNTY agrees to cooperate with the CONTRACTOR in the CONTRACTOR's performance under this Agreement, including, if stated in the Agreement, providing the CONTRACTOR with reasonable facilities and timely access to COUNTY data, information, and personnel.
23.8 CONTRACTOR shall comply with all applicable Federal, State and local laws and regulations. CONTRACTOR will comply with all applicable COUNTY policies and procedures. In the event that there is a conflict between the various laws or regulations that may apply, the CONTRACTOR shall comply with the more restrictive law or regulation.
23.9 CONTRACTOR shall comply with all air pollution control, water pollution, safety and health ordinances, statutes, or regulations, which apply to performance under this Agreement.
23.10 CONTRACTOR shall comply with all requirements of the Occupational Safety and Health Administration (OSHA) standards and codes as set forth by the U.S. Department of Labor and the State of California (Cal/OSHA).
RFP# SHARC-475 Page 16 of 22
Form #116-310 - Dated: 3/21/2019
Contract ID # SHARC-40518-002-06/27
23.11 This Agreement shall be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of California located in Riverside, California, and the parties waive any provision of law providing for a change of venue to another location. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
23.12 This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. The Parties agrees to the use of electronic signatures, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act ('CUETA") Cal. Civ. Code §§ 1633.1 to 1633.17). The Parties further agree that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to CUETA as amended from time to time. Digital signature means an electronic identifier, created by computer, intended by the Party using it to have the same force and effect as the use of a manual signature, and shall be reasonably relied upon by the Parties. For purposes of this section, a digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code.
23.13 This Agreement, including any attachments or exhibits, constitutes the entire Agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties.
RFP# SHARC-475 Page 17 of 22
Form #116-310 - Dated: 3/21/2019
Contract ID # SHARC-40518-002-06/27
(Signature page to follow]
RFP# SHARC-475 Page 18 of 22
Form #116-310 - Dated: 3/21/2019
:
Contract ID # SHARC-40518-002-06/27
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.
COUNTY OF RIVERSIDE, a political Epic Aviation LLC, an Oregon subdivision of the State of California Limited Liability Company registered to do business in California
Name: Mandy Richards
Title: Chief Financial Officer
AUG 3 0 2022
Dated: Dated: 7/14/2022
APPROVED AS TO FORM:
County Counsel
Amrit P. Dhillon
Deputy County Counsel
ATTEST:
DEPUTY
RFP# SHARC-475 Page 19 of 22
Form #116-310 - Dated: 3/21/2019
AUG 3 0 2022 3.69
Contract ID # SHARC-40518-002-06/27
CHIBIT A"
SCOPE OF SERVICE
1. As used herein, whenever the following word/phrases occur in this Agreement, they have the following meaning:
a. Jet-A Aviation Fuel: Shall mean a narrow cut, kerosene type of fuel, produced to an ASTM specification and normally only available in the U.S.A. It has the same flash point as Jet A-1 fuel sperihigher freeze point maximum (40 dog. ) I is supplied against the ASTM-D-165 (Jet A) b. LA PLATTS Weekly Mean Index: Fuel pricing should be based on the LA Platts Weekly Mean.
This is the most widely accepted fuel price benchmark price by the world to buy and sell U.S. gasoline, diesel, LP-gas, jet fuel, crude, propane, kerosene, MTBE, etc. The LA Platts Weekly Mean Index remains completely unbiased and independent, and has no stake in fuel transactions.
2. The CONTRACTOR will be required to deliver full tanker truckload quantities of Jet-A Aviation Fuel to the Riverside COUNTY Sheriff's Department, Aviation Division and dispense into a 10,000 gallon (Bryant UL 142) double-wall, aboveground fuel storage tank located at the Hemet-Ryan Airport (HMT or KHMT) and dispense into a 12,000 gallon (Modern Welding Company, model no. 88X89X357)) double-wall, aboveground fuel storage tank located at Thermal Aviation Hanger.
3. The estimated annual usage of Jet-A Aviation Fuel is 130,000 gallons per year. Since it is desired to maintain full truckload deliveries of 7,000 to 8,000 gallons, the frequency of deliveries will be approximately every 2 to 3 weeks. The quantities listed in this Agreement are annual estimates based on past usage and are not to be construed as commitment. No minimum or maximum usage amount is guaranteed or implied.
The Riverside COUNTY Sheriff's Department, Aviation Division will order/use non-major brand Jet-A Aviation Fuel only, unless an emergency exists.
4. The CONTRACTOR will be required to provide the following related additional services:
a. Fuel Storage Tank Inspections: The fuel provider shall make quarterly inspections of each fuel storage tank to assure safety of operation and adherence to all COUNTY and State regulations. The inspections will be scheduled with Sheriff personnel and accomplished by EPIC Fuels regional managers at no additional cost to the COUNTY. The Riverside COUNTY Sheriff's Department, Aviation Division shall be formally notified, in writing, by the fuel provider of the outcome of each inspection and the possible need for repairs, etc., should they become necessary. This includes providing and/or replacing signage for the tanks that are required by state/federal law
5. The CONTRACTOR will be required to comply with the following pricing and invoicing requirements:
RFP# SHARC-475 Page 20 of 22
Form #116-310 - Dated: 3/21/2019
Contract ID # SHARC-40518-002-06/27
a. Price: The price for Jet-A Aviation Fuel shall be based on Platts Los Angeles Jet Mean, prior week average plus a fixed differential of $.20548 per gallon plus taxes. The Fixed Differential Cost includes the "mark-up" or "mark-down" and the transportation cost (F.O.B. Destination) to the locations indicated in Section 13.0 (Delivery/Site Locations). b. Invoices and Contract Price: Invoices shall indicate the LA Platts Jet Fuel Report, Los Angeles- Average Rack Price on the day of delivery (keeping in mind that this is a full truck-load delivery) and the Fixed Differential Cost. Upon request by COUNTY, the CONTRACTOR shall provide a copy of the LA Platts Jet Fuel Report for the delivery day indicated. The COUNTY is exempt from Federal Excise Tax.
6. In addition to all the insurance requirements contained in the General Conditions (#116-200 - General Conditions) of this Agreement, the CONTRACTOR will be required to comply with the following insurance requirement and safety regulations:
a. Pollution Liability Insurance: Contractor shall provide and maintain Pollution Liability Insurance coverage that shall not be less than $1,000,000 per occurrence, per accident. The Policy shall name the COUNTY as an additional insured.
b. The Contractor shall comply with all air pollution control, water pollution, health, and safety ordinances, statutes, or regulations that apply to performance under the resultant contract. c. The Contractor shall comply with all requirements of the Occupational Safety and Health Administration (OSHA) standards and codes as set forth by the U.S. Department of Labor and the State of California (Cal/OSHA).
Fom SH 6-34 - Dated: 3/21/2019 Page 21 of 22
Contract ID # SHARC-40518-002-06/27
EXHIBIT "B"
PAYMENT PROVISION
Address Unit EPIC Aviation, LLC Notes
Item Description Qty Fixed Differential
The price for
Fixed Differential Cost for Fixed Jet-A Aviation
Hemet-Ryan Airport (includes Differential
Fuel shall be
"mark-up" or "mark-down" and Cost - based on the
transportation cost (F.O.B. Gallon $ 20548 most current LA Hemet-
Destination) for Jet-A Aviation Platts Weekly
Ryan
Fuel delivery to Hemet-Ryan Airport
Mean, Los
Airport).
Angeles
Fixed Differential Cost for The price for Jet-
Fixed A Aviation Fuel
Thermal Aviation Hangar Differential
(includes "mark-up" or "mark- shall be based on
Cost - Gallon 1 $ .20548
down" and transportation cost Thermal the most current
(F.O.B. Destination) for Jet-A LA Platts
Aviation
Aviation Fuel delivery to Hangar Weekly Mean,
Thermal Aviation Hangar). Los Angeles
Quarterly Fuel Storage Tank
Inspections Inspections Each 1 Included
Prompt Payment Discount Discount Each 1 None
*LA Platts Weekly Mean will be used to calculate fuel pricing. CONTRACTOR will provide a copy of the Platts report to each location being serviced along with their invoice.
RFP# SHARC-475 Page 22 of 22
Form #116-310 - Dated: 3/21/2019