County of Riverside
Fleet Services and Supplies Agreement
(Fuel and Car Washes Only)
This County of Riverside Fleet Services and Supplies Agreement (“Agreement”) is made and entered into by and between the County of Riverside, a political subdivision of the State of California, through its Purchasing and Fleet Services Department, (“County”) and the City of San Jacinto, a California municipal corporation, (“Customer”). Customer and County are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
WHEREAS, California Government Code section 23008 provides, “[w]henever it is economical and satisfactory to do so, a county may lease equipment, perform work, or furnish goods for any district or municipal corporation within the county, if before the work is done or the goods are ordered or furnished by the county, an amount equal to the cost, or an amount 10 percent in excess of the estimated cost, is so reserved from the funds of the district or municipal corporation to be charged that it may be transferred to the county, when the work is completed or the goods are supplied”; and
WHEREAS, Customer is a district or municipal corporation within the County of Riverside; and
WHEREAS, Customer has requested that the County provide certain fleet services and supplies; and
WHEREAS, County is qualified to provide said fleet services and supplies; and WHEREAS, the Parties have found it economical and satisfactory to do so; and WHEREAS, before the fleet services and supplies are provided, Customer agrees to reserve an amount equal to the cost, or an amount 10 percent in excess of the estimated cost, from the funds of Customer to be transferred to the County when the fleet services are completed or fleet supplies are supplied.
NOW, THEREFORE, the Parties agree as follows:
I. FLEET SERVICES AND SUPPLIES
A. County shall provide the fleet services and supplies set forth in Exhibit A, attached hereto and incorporated herein by this reference, when mutually agreed to by County and Customer.
B. For fuel and car wash services, Customer shall have access to the County sites listed in Exhibit B, attached hereto and incorporated herein by this reference. Updates to Exhibit B shall be provided by County when changes occur. No amendment is warranted for changes to Exhibit B. County will assign each of Customer’s drivers a Personal Identification Number (“PIN”) to be used when obtaining fuel and car washes from County sites. Annually or more frequently if changes occur, Customer shall provide a list of authorized drivers that may obtain fuel and car washes at County sites so that individual PINs may be assigned and kept accurate. For simplicity of billing, Customers may, at their discretion, elect to use a “summary PIN” for groups of drivers (this approximates an
account number for groups of drivers). Customer shall be responsible to keep each “PIN” confidential and Customer shall be liable for all charges associated with its assigned “PIN(s)” whether authorized by Customer or not. Customer shall provide a list of vehicles/equipment that are authorized to use the fleet services and supplies at least annually or more frequently if changes occur.
C. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, ALL FLEET SERVICES AND SUPPLIES PROVIDED HEREUNDER ARE EXPRESSLY PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. COUNTY DISCLAIMS ALL WARRANTIES, EITHER
EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTY OF QUALITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND
FITNESS FOR A PARTICULAR PURPOSE AND SUCH IMPLIED WARRANTIES, ANY
OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS AND TERMS, EXPRESS
OR IMPLIED (WHETHER IMPLIED BY STATUTE, COMMON LAW, COURSE OF
DEALING, COURSE OF PERFORMANCE, TRADE USAGE OR OTHERWISE), ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. CUSTOMER
ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR
WARRANTY, EXPRESSED OR IMPLIED, MADE BY THE COUNTY, OR ANY PERSON ON COUNTY’S BEHALF. IN NO EVENT SHALL COUNTY BE LIABLE FOR SPECIAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE OF ITS OBLIGATIONS UNDERTAKEN IN THIS AGREEMENT.
II. PAYMENT PROVISIONS
A. Customer agrees to pay for all fleet services and supplies provided by County to Customer. The total dollar amount of this Agreement will be determined by the total amount and nature of the fleet services and supplies provided by County to Customer.
There is no guaranteed maximum or minimum number of fleet services and supplies to be provided under this Agreement. The total value of services provided by County to Customer shall not exceed $100,000, unless the County of Riverside Board of Supervisors’ approval is obtained.
B. County shall charge Customer for the fleet services and supplies as described in Exhibit A. Rates are approved annually by the County of Riverside Board of Supervisors and will be provided to Customer as approved, generally about thirty (30) days prior to implementation of the new rates (rates are typically effective on July 1st of each year). The rates as approved do not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Customer in addition to the rates.
C. Before the fleet services and supplies are provided, Customer represents and warrants that it will reserve an amount equal to the cost, or an amount 10 percent in excess of the estimated cost, from the funds of Customer to be transferred to the County when the fleet services are completed or fleet supplies are supplied.
D. Customer will be invoiced in arrears monthly by County. Customer shall remit full payment of the undisputed invoice amount to County within thirty (30) days of receipt of invoice.
Checks shall be made payable to: County of Riverside Purchasing and Fleet Services Department.
III. GENERAL TERMS AND CONDITIONS
A. Recitals. County and Customer agree that the recitals herein are true and correct and are incorporated into and shall constitute a part of this Agreement.
B. Term. This Agreement shall be effective upon signature of this Agreement by both Parties and continues in effect through June 30, 2030, unless terminated earlier in accordance with the terms hereof.
C. Termination.
1. Termination without Cause. Either Party may terminate this Agreement at any time without cause by giving thirty (30) days’ prior written notice to the other Party.
2. Termination with Cause. In the case of breach, the non-breaching Party may terminate this Agreement with cause if it provides thirty (30) days’ written notice to the breaching Party identifying the breach in reasonable detail and the breach remains uncured at the end of the thirty-day (30-day) notice period. The termination shall be effective as of the end of the thirty-day (30-day) notice period; except if the Party receiving the notice disputes the breach in a written notice within such thirty-day (30-day) period, the Parties will first comply with the dispute resolution procedures in this Agreement and the Agreement will terminate (a) within thirty-days (30-days) after final resolution of the dispute, if the breaching Party has not cured the breach; or (b) immediately after final resolution of the dispute if it is determined that the dispute was not brought in good faith but principally for the purpose of delay. Customer shall pay for all fleet services and supplies provided by County in accordance with this Agreement prior to the date of termination. This provision does not apply to a breach for Customer’s nonpayment. County may terminate this Agreement with immediate effect by giving written notice to Customer if Customer fails to pay any amount due under this Agreement on the due date for payment and failure to cure any non-payment ten (10) days after being provided written notice thereof.
D. Mutual Indemnification. The indemnity obligations contained in this Agreement shall survive the termination or expiration of this Agreement.
1. County Indemnification. County shall indemnify and hold harmless the Customer from any liability, action, claim or damage whatsoever, based or asserted upon any negligence, recklessness or willful misconduct of the County, its officers, employees, subcontractors, agents or 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. County shall defend, at its sole expense, all costs, and fees including, but not limited to, attorney fees, cost of investigation, defense and settlements or awards, the Customer in any claim or action based upon such alleged acts or omissions. With respect to any action or claim subject to indemnification herein by County, County 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 Customer; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes County’s indemnification to Customer as set forth herein. County’s obligation hereunder shall be satisfied when County has provided to Customer the
appropriate form of dismissal relieving Customer from any liability for the action or claim involved.
2. Customer Indemnification. Customer shall indemnify and hold harmless the County, 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 County Indemnitees) from any liability, action, claim or damage whatsoever, based or asserted upon any negligence, recklessness or willful misconduct of the Customer, its officers, employees, subcontractors, agents or 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. Customer shall defend, at its sole expense, all costs, and fees including, but not limited to, attorney fees, cost of investigation, defense and settlements or awards, the County Indemnitees in any claim or action based upon such alleged acts or omissions. With respect to any action or claim subject to indemnification herein by Customer, Customer 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 Customer’s indemnification to County Indemnitees as set forth herein. Customer’s obligation hereunder shall be satisfied when Customer has provided to County the appropriate form of dismissal relieving County from any liability for the action or claim involved.
E. Insurance. Customer shall procure and maintain or cause to be maintained, at its sole cost and expense, the following insurance coverages during the term of this Agreement.
1. Workers’ Compensation: Customer 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.
2. Commercial General Liability: Customer shall maintain 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 out of or in any way relate to this Agreement. 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 contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two (2) times the occurrence limit.
3. Vehicle Liability: For all vehicles or mobile equipment used by Customer in connection with this Agreement, Customer shall maintain liability insurance for all owned, nonowned, 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.
4. 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) Customer 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, Customer’s carriers shall either: (i) reduce or eliminate such self-insured retention as respects this Agreement with the County, or (ii) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. (3) Customer shall cause Customer’s insurance carrier(s) to furnish the County of Riverside with either (i) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, and (ii) 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. If Customer’s insurance carrier(s) policies does not meet the minimum notice requirement found herein, Customer shall cause Customer’s insurance carrier(s) to furnish a thirty (30) day Notice of Cancellation Endorsement. 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 evidencing coverage’s set forth herein and the insurance required herein is in full force and effect. County and Customer shall not commence operations under this Agreement 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) The insurance requirements contained in this Agreement may be met with a program(s) of self-insurance acceptable to the County. (5) Customer 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.
F. Agreement Administration/Agreement Liaison. The Director of Purchasing and Fleet Services, or designee, shall administer this Agreement on behalf of the County and serve as the liaison with Customer in connection with this Agreement. Upon execution of this Agreement, Customer shall designate an individual to administer this Agreement on behalf of the Customer and serve as the liaison with County in connection with this Agreement.
G. 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 (2) days after their deposit in the United States mail, postage prepaid:
County of Riverside City of San Jacinto
Purchasing and Fleet Services
Attn: Director of Purchasing and Fleet Services Attn: City Manager 4293 Orange Street 595 S San Jacinto Ave
Riverside, CA 92501 San Jacinto, CA 92583
H. Force Majeure. If the Parties herein are unable to comply with any provision of this Agreement due to causes beyond their reasonable control, and which could not have been reasonably anticipated, including but not limited to, acts of God/nature, acts of war/terrorism, civil disorders, riots, labor disputes, industrial disturbances, utility failures, embargoes, acts or orders of government, or other similar acts, the Parties shall not be held liable for such failures to comply.
I. Disputes. 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 Riverside County Contract Compliance Officer who shall furnish the decision in writing. The decision of the Riverside County Contract Compliance 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.
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.
J. Interpretation. The Parties acknowledge that they had the opportunity to consult with legal counsel of choice. The rule of construction to the effect that any ambiguities in an agreement are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement.
K. Waiver. Any waiver by County of any breach of any one or more 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 or preventing the County from enforcing the terms of this Agreement.
L. Independent Contractors. The relationship of the Parties hereto is that of independent contractors. Nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship.
M.Compliance with Applicable Laws. The Parties shall comply with all applicable federal, state and local laws and regulations. The Parties shall 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 Parties shall comply with the more restrictive law or regulation. Any provision required to be in this Agreement by any applicable federal, state or local laws and regulations shall bind County and Customer, whether or not expressly provided in this Agreement.
N. Assignment and Delegation. Customer shall not delegate or assign any interest in this Agreement, whether by operation of law or otherwise, without the prior written consent of
the County. Any attempt to delegate or assign any interest herein by Customer without the prior written consent of the County shall be deemed void and of no force and effect.
O. Third Party Beneficiaries. This Agreement is entered into solely for the benefit of County and Customer. No third party shall be deemed a beneficiary of this Agreement, and no third party shall have the right to make any claim or assert any right under this Agreement.
P. Governing Law; Venue. 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 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.
Q. Severability. 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.
R. Entire Agreement; Amendments. This Agreement, including any exhibit(s), 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.
S. Counterparts; Signatures. 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. Customer represents and warrants that the individual signing this Agreement on behalf of Customer has full and complete authority to bind Customer to each and every term of this Agreement. Each Party to this Agreement 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), for executing this Agreement. 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.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.
County: Customer:
By: ______________________________ By: ______________________________ Meghan Hahn Robert A. Johnson, City Manager
Director of Purchasing and Fleet Services
Date: ____________________________ Date: ____________________________ Approved as to Form:
County Counsel
By: ______________________________
Deputy
Exhibit A
Fleet Services and Supplies
1. Car Wash (Automated) (Charged at Current Rate Per Car Wash)
2. Fuel Services (Charged at County Cost Plus Current Per Gallon Purchased Markup Rate)
Exhibit B
County of Riverside Fleet Services Fueling Sites
Riverside (County Circle) – Site #17 4066 County Circle Dr., Riverside, CA 92503 Riverside (Orange St.) – Site #13 4293 Orange St., Riverside, CA 92501 Hemet – Site #14 824 N. State St., Hemet, CA 92543
Murrieta – Site #19 30755-V Auld Rd., Murrieta, CA 92563 Perris – Site #23 308 E. San Jacinto Ave., Perris, CA 92570 Moreno Valley – Site #20 25241 Cottonwood Ave., Moreno Valley, CA 92553 Banning – Site #15 1628 S. Hargrave, Banning, CA 92220
Cabazon – Site #22 50208 Main St., Cabazon, CA 92230
Indio – Site #16 82-775 Plaza Ave., Indio, CA 92201
Thermal – Site #26 86-625 Airport Blvd., Thermal, CA 92274 Blythe – Site #25 226 W. Barnard St., Blythe, CA 92225
County of Riverside Fleet Services Car Wash Sites
Riverside (Orange St.) – Site #13 4293 Orange St., Riverside, CA 92501 Blythe – Site #25 226 W. Barnard St., Blythe, CA 92225
Indio – Site #16 82-775 Plaza Ave., Indio, CA 92201