CITY OF SIMI VALLEY
MEMORANDUM
April 15, 2024
TO: City Council
FROM: Police Department
Department of Public Works
SUBJECT: APPROVAL OF THE FIRST AMENDMENT TO THE CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND FALCON FUELS, INC. TO
PURCHASE UNLEADED AND DIESEL FUEL FOR CITY VEHI CLES
THROUGH THE COUNTY OF VENTURA COOPERATIVE PURCHASING
AGREEMENT
STAFF RECOMMENDATION
It is recommended that the City Council approve t he First A mendment (page 4) to the Contract between the City of Simi Valley and Falcon Fuels, Inc. for the purchase of unleaded and diesel fuel for City vehicles ; increase the not -to-exceed amount by $1,000,000 for a total not -to-exceed amount of $1,690, 000; extend the term from March 30, 2024 to March 31 , 2025; and ratify purchases made prior to the execution of the First Amendment to the Contract;
BACKGROUND AND OVERVIEW
The Police and Public Works Departments have historically purchased fuel through cooperative agreements, resulting in substant ial savings to the City and a reduction of staff time as the bid process is waived. The County of Ventura (County) solicited bids for the purchase of fuel resulting in cooperative agreements with fuel purveyors. As a result of the County’s bid, Falcon Fuels, Inc. was awarded a contract for deliveries of 5,000 gallons or more. The term of the Ventura County Cooperative Purchasing Agreement ( Agreement) was from May 1, 2023, through March 30, 2024 (Attachment A, page 7), with the option to extend for two additional one-year periods upon mutual consent. The County has opted to extend the Agreement through March 31, 2025 (Attachment B, page 26).
On May 1, 2023, the City Council awarded a c ontract to Falcon Fuels, Inc. for the purchase of unleaded and diesel fuel for City vehicles. The initial contract was for a not-to-exceed amount of $690,000 and a term ending March 30, 2024.
AGENDA ITEM NO.
Consent (8)
2 FINDINGS AND ALTERNATIVES
The City has benefitted from purchasing fuel through the Agreement with Falcon Fuels, Inc. While staff continues to compare average fuel prices within the County, the Agreement consistently offers the lowest rate. Therefore, staff desires to extend the current contract term with Falcon Fuels, Inc. to purchase unleaded and diesel fuel at rates negotiated by the County in the Agreement. Per
the Falcon Fuels price sheet (page 23)
deliveries of 5,000 gallons or more for both unleaded regular and diesel fuel will be discounted at the rates of $0.1349 and $0.0640 respec tively.
Funding for fuel purchases are included in the FY 2023- 24 and proposed 2024- 25 Budgets. For this contract, the Police Department allocated $355,000 for unleaded fuel and Public Works allocated $335,000 for a total not -to-exceed limit of $690,000. While City staff anticipated fuel prices would remain higher than previous years and requested increased budgets based on elevated projections, the prices remained significantly higher and exhausted the funds of the co ntract which expired March 30, 2024. To r atify purchases made during the period where the contract funds were exhausted and continue throughout the remainder of Fiscal Year 2023- 24, the Police Department and Public Works requests a n increase to the contract’s total not -to-exceed limit by an additional $1,000,000 for a revised not-to-exceed limit of $1,690,000.
The following alternatives are available to the City
Council:
1. A
pprove the First Amendment to the Contract between the City of Simi Valley and Falcon Fuels, Inc. for the purchase of unleaded and diesel fuel through the County of Ventura Cooperative Purchasing Agreement at a total not-to-exceed amount of $1,690,000; extend the term from March 30, 2024 , to March 31, 2025, and ratify purchases made prior to the execution of the First Amendment to the Contract;
2. P
rovide staff with alternate direction.
S
taff recommends alternative No. 1.
SUGGESTED CITY COUNCIL MOTION
I mov
e to approve the First Amendment to the Contract between the City of Simi Valley and Falcon Fuels, Inc. for the purchase of unleaded and diesel fuels for City vehicles, increase the not -to-exceed amount by $1,000,000 for a total not -to-exceed amount of $1,690,000, extend the term from March 30, 2024 to March 31, 2025, and ratify purchases made prior to the execution of the First Amendment to Contract.
SUMMARY
T
he Police and Public Works Departments have historically purchased fuel through cooperative agreements, resulting in substantial savings to the City and a reduction of staff time as the bid process is waived. The County of Ventura (County) solicited bids for the purchase of fuel resulting in cooperative agreements with fuel purveyors. As a result 3 of the County’s bid, Falcon Fuels, Inc. was awarded a contract for deliveries of 5,000 gallons or more. The term of the Agreement was from May 1, 2023 through March 30, 2024 with the option to extend for two additional one-year periods upon mutual consent. The County has opted to extend the agreement through March 31, 2025 (Attachment B).
O
n May 1, 2023, the City Council awarded a contract to Falcon Fuels, Inc. for the purchase of unleaded and diesel fuel for City vehicles. The initial contract was for a not-to-exceed amount of $690,000 and a term ending March 30, 2024 (Attachment A). ___
_________________________________
Charles Steven Shorts
Chief of Police
P
repared by: Emily Premo, Budget & Administrative Manager (Police Department) INDEX Page
F
irst Amendment to Contract ........................................................... 4 Attachment A .................................................................................... 7 Attachment B .................................................................................. 26 1 FIRST AMENDMENT TO CONTRACT BETWEEN THE CITY OF SIMI
VALLEY AND FALCON FUELS, INC. FOR THE PURCHASE OF
UNLEADED AND DIESEL FUEL
T
HIS FIRST AMENDMENT (“Amendment”) is made and entered into this 15TH day of April 2024, by and between the CITY OF SIMI VALLEY, a general law city and municipal corporation (“CITY”), and Falcon Fuels, Inc., a California corporation (“CONSULTANT”), each a “Party,” and collectively, “Parties.”
1. P
ursuant to Section 8 of the CONTRACT BETWEEN CITY OF SIMI VALLEY AND FALCON FUELS, INC. FOR THE PURCHASE OF UNLEADED AND DIESEL FUEL, entered into May 1, 2023 (“Agreement”), Section 1 is amended in its entirety to read as follows:
“1. T
erm. The term of this CONTRACT shall be from May 1, 2023 through March 25, 2025. This CONTRACT may be extend ed by the Parties upon mutual consent for one additional one-year term, through March 31, 2026, provided Ventura County Cooperative Contract No 8130 is still in effect.”
2 . Pursuant to Section 8 of the Agreement, Section 3 is amended in its entirety to read as follows:
“3
. Compensation and Payment.
A
. The CITY shall be obligated to pay CONTRACTOR based upon the unit and/or lump sum prices IN EXHIBIT B.
B
. Payments to the CONTRACTOR shall be made within 30 days after receipt of an original invoice from the CONTRACTOR and acceptance of the goods and/or services by CITY.
C
. In no event shall the total amount paid for this CONTRACT exceed $1,690,000 (the “Not-To-Exceed Limit”) unless otherwise agreed to by the Parties in writing.”
3. E
LECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, the Parties agree that this Agreement, Agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature. 4 2
4. This Amendment may be executed in any number or counterparts, each of which will be an original, but all of which together constitutes one instrument executed on the same date.
5. Except as modified by this Amendment, all other terms and conditions of the CONTRACT BETWEEN CITY OF SIMI VALLEY AND FALCON FUELS, INC. FOR THE PURCHASE OF UNLEADED AND DIESEL FUEL, entered into May 1, 2023 remain the same.
[SIGNATURES ON NEXT PAGE]
5 3
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.
Attest: City of Simi Valley, A Municipal Corporation
By:
Lucy Blanco, City Clerk Fred D. Thomas, Mayor of the City of Simi Valley, California
Approved as to Form: Falcon Fuels, Inc.
By:
Algeria R. Ford, City Attorney
Print Name:
Approved as to Content: Title:
By:
Brian Paul Gabler, City Manager
Print Name:
Title:
Johanna Medrano,
Deputy Administrative Services Director/
Budget & Purchasing
Charles Steven Shorts
Chief of Police
6 CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND
FALCON FUELS, INC. FOR THE PURCHASE OF
UNLEADED AND DIESEL FUEL
THIS CONTRACT is made and entered into in the City of Simi Valley on May 1, 2023, (the “Effective Date”), by and between the CITY OF SIMI VALLEY, a municipal corporation, hereinafter referred to as CITY, and Falcon Fuels, Inc., a corporation, hereinafter referred to as CONTRACTOR, each a “Party,” and collectively, “Parties”.
RECITALS
WHER
EAS, the CITY wishes to purchase unleaded and diesel fuel; and WHEREAS, CONTRACTOR has a valid contract with another
governmental agency (County of Ventura; Contract No. 8130) under which CONTRACTOR provides unleaded and diesel fuel (the “Cooperative Contract”).
NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the Parties hereto agree as follows:
AGREEMENT
1. Term. Th
e term of this CONTRACT shall be from the Effective Date, until completion of all of the CONTRACTOR’S obligations under this CONTRACT and its accompanying exhibits, but in any event no longer than March 30, 2024. This agreement may be extend by the Parties upon mutual consent for two additional one-year terms, through March 30, 2026, provided the Cooperative Contract No 8130 is still in effect.
2. Description of Supplies, Equipment, Materials, or Services. This CONTRACT is for the purchase of unleaded and diesel fuel. CONTRACTOR agrees to supply the item(s) more specifically set forth in the Cooperative Contract attached hereto and incorporated herein as Exhibit “A”.
3. Compensation and Payment.
A. Th
e CITY shall be obligated to pay CONTRACTOR based
upon the unit and/or lump sum prices IN EXHIBIT B.
B. Payments to the CONTRACTOR shall be made within 30
days after receipt of an original invoice from the CONTRACTOR and acceptance of the goods and/or services by CITY.
C. In no event shall the total amount paid for this CONTRACT exceed $690,000 (the “Not-To-Exceed Limit”) unless otherwise agreed to by the Parties in writing.
4. Ratification. The Parties hereby ratify any services that may have
ATTACHMENT A
7 been rendered by CONTRACTOR to CITY pursuant to this CONTRACT during the time period between March 30, 2023, and the Effective Date of this Agreement.
5. CONTRACTOR Representations and Obligations.
A. CONT
RACTOR shall perform as required by this
CONTRACT. CONTRACTOR also warrants on behalf of itself and all subcontractors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.
B. CONTRACTOR shall obey all Federal, State, local, and special district laws, ordinances, and regulations.
C. CONTRACTOR shall indemnify, defend, and hold CITY
harmless from any claim that prevailing w ages should have been paid pursuant to this CONTRACT, including federal prevailing wage requirements under the Davis-Bacon Act, if applicable and shall be liable for the payment of same and any penalties thereon.
D. CONTRACTOR shall abide by the CITY’S Business Tax
Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT. CONTRACTOR shall maintain a valid Business Tax Certificate for the term of the CONTRACT.
6. Audit.
A. At any ti
me during normal business hours and as often as the
CITY may reasonably deem necessary, CONTRACTOR shall make available to CITY for inspection its records pertaining to this CONTRACT. CONTRACTOR shall permit CITY to audit, examine and/or reproduce such records. CONTRACTOR will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least two (2) years after termination or final payment under this CONTRACT. This paragraph shall survive for two (2) years after termination of this CONTRACT.
B. CITY shall have the option of inspecting and/or auditing all records and other written materials used by CONTRACTOR in preparing its statements to CITY as a condition precedent to any payment to CONTRACTOR.
7. Hold Harmless and Indemnification; Insurance.
A. CONTRACTOR shall defend, indemnify, and hold harmless CITY, its agents, officials, officers, representatives, and employees, from and against all claims, lawsuits, liabilities or damages of whatever nature arising out of or in connection with, or relating in any manner to any act or omission of CONTRACTOR, its agents, employees, and subcontractors, and employees thereof, pursuant to the performance or non-performance of this CONTRACT. The CONTRACTOR shall thoroughly investigate any and all claims and indemnify the CITY and do whatever is necessary to protect the CITY, its agents, officials, officers, representatives, and employees as to any such claims, lawsuits, liabilities, expenses, or damage s arising out of this CONTRACT. The
8 CONTRACTOR must select an attorney acceptable to the CITY who will defend such proceeding and the CITY will control any litigation thereof. Such approval by the CITY will not be unreasonably withheld. This paragraph shall survive the termination of this CONTRACT.
B. Insurance: The CITY shall be included as an Additional Insured in the automobile/ liability insurance policies and endorsements of the CONTRACTOR as required by Section 11 of the Cooperative Contract.
8. Amendments. Any amendment, modification, or variation from the terms of this CONTRACT shall be in writing and shall be effective only upon mutual written approval by the City Manager and CONTRACTOR.
9. Anti-Discrimination. In the performance of the terms of this CONTRACT, CONTRACTOR shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section 1735.
10. Termination. If, during the term of this CONTRACT, CITY determines that CONTRACTOR is not faithfully abiding by any term or condition contained herein, CITY may notify CONTRACTOR in writing of such defect or failure to perform. The notice must give to the CONTRACTOR a ten (10) day period of time thereafter in which to perform the work or cure the deficiency. If CONTRACTOR has not performed the work or cured said deficiency within the ten (10) days specified in the notice, such failure shall constitute a breach of this CONTRACT, and CITY may terminate this CONTRACT immediately by written notice to CONTRACTOR. Thereafter, neither Party shall have any further duties, obligations, responsibilities, or rights under this CONTRACT except, however, any and all obligations of CONTRACTOR'S surety shall remain in full force and effect and shall not be extinguished, reduced, or in any manner waived by the termination hereof. In such event, CONTRACTOR shall be entitled to the reasonable value of its services pursuant to the applicable price or rate schedules in this CONTRACT (but in any event not to exceed the Not-To-Exceed Limit) performed from the beginning of the period in which the breach occurs up to the day it received CITY'S Notice of Termination, minus any damages, including liquidated damages if so provided herein, occasioned by such breach. CITY reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the CITY'S sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall CONTRACTOR be entitled to receive in excess of the Not-To- Exceed Limit.
11. Complete CONTRACT; Order of Precedence . This CONTRACT and its accompanying exhibits shall constitute the complete CONTRACT between the Parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the Parties hereto. In interpreting this CONTRACT, this CONTRACT shall take precedence over the Cooperative Contract.
9 12. Time of Performance. Time is of the essence in this CONTRACT.
13. Successors
and Assigns. The terms hereof shall be binding upon
and inure to the benefit of the successors and assigns of the Parties hereto; provided, however, that no Party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other Party, and any such assignment without said consent shall be void.
14. Authority to Execute Contract. Both CITY and CONTRACTOR do covenant that each individual executing this CONTRACT on behalf of each Party is a person duly authorized and empowered to execute contracts for such Party.
15. Jurisdiction and Venue . Jurisdiction is in an appropriate court in the State of California and venue lies in Ventura County, and the Parties do not consent to arbitration. In the event of any dispute, each Party shall bear its own fees and costs (including attorneys’ fees). This CONTRACT shall be governed by California law, without regard to conflict of law principles.
16. Non-Appropriation of Funds . Payments due and payable to CONTRACTOR for current goods and/or services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY. In the event CITY has not appropriated sufficient funds for payment of goods and/or services beyond the current fiscal year, this CONTRACT shall cover only those costs incurred up to the conclusion of the current fiscal year.
17. Taxpayer Identification Number. CONTRACTOR shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, form W-9 (latest revision), as issued by the Internal Revenue Service.
18. Permits and Licenses . CONTRACTOR, at its sole cost and expense, shall obtain and maintain during the term of this CONTRACT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of this CONTRACT.
19. Waivers. The waiver by one Party of any term or condition of this CONTRACT, or any breach thereof, shall not be construed to be a general waiver by said Party or as a waiver of any other term or breach.
20. Notices. All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither Party to this CONTRACT shall refuse to accept such mail; the Parties to this CONTRACT sh all promptly inform the other Party of any change of address. All notices required by this CONTRACT are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each Party to this CONTRACT is as follows:
10 CITY City of Simi Valley
2929 Tapo Canyon Road
Simi Valley, CA 93063
Attn: Sandra Hernandez
Administrative Officer
CONTRACTOR Falcon Fuels, Inc.
7300 Alondra Blvd., Suite 204
Paramount, CA 90723
Attn: Carol Chavez
Contract Specialist-Management
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written.
Attest: City of Simi Valley, A Municipal Corporation B y :
Lucy Blanco, City Clerk Fred D. Thomas, Mayor of the City of Simi Valley, California
Approved as to Form: Falcon Fuels, Inc.
B y :
David L. Caceres, City Attorney
Print Name: Miranda B. Phair
Ap
proved as to Content: Title: President
B
y :
Brian Paul Gabler, City Manager
Print Name: Michele Blanchette
T
itle: Chief Financial Officer
Johanna Medrano,
Deputy Administrative Services Director/
Budget & Purchasing
Charles Steven Shorts
Chief of Police
11 EXHIBIT “A”
COUNTY OF VENTURA CONTRACT NO. 8130
CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND FALCON FUELS, INC. FOR THE PURCHASE OF UNLEADED AND DIESEL FUEL
12 COUNTY OF VENTURA CONTRACT No. 8130
This contract entered into this 29th day of March, 2021 by and between the COUNTY OF VENTURA, a political subdivision of the State of California, hereinafter called "County" and Falcon Fuel, Inc. hereinafter called "Contractor:
WITNESS E T H
WHEREAS, pursuant to Section 3 item f of the County of Ventura Ordinance 4084, the Purchasing Agent of the County has the authority to engage independent contractors to perform services for the County, with or without the furnishing of material; and
WHEREAS, the County issued the GASOLINE AND DIESEL FUEL Request for Proposal #5998 (hereinafter referred also as 'RFP') to determine the most qualified contractor for such services for County; and WHEREAS the Contractor submitted a proposal dated December 13, 2019, in response to the RFP (hereinafter referred also as "Contractor's Proposal"), to provide services to County; WHEREAS, the County determined, through competitive solicitation and careful review of submitted proposals, that the Contractor's Proposal best meets the need of the County for GASOLINE AND DIESEL FUEL and that it is necessary and desirable that Contractor be engaged by County for the purpose of providing GASOLINE AND DIESEL Services and related services hereinafter described; and WHEREAS the County and the Contractor are willing to enter into a GASOLINE AND DIESEL FUEL Contract in accordance with the RFP, the Contractor's response thereto, which by this reference are incorporated, though not attached, and the terms and conditions contained herein; WHEREAS, it is necessary and desirable that Contractor be engaged by County for the purpose of performing GASOLINE AND DIESEL FUEL services hereinafter described:
NOW, THEREFORE, IT IS HEREBY AGREED by the parties as follows:
1. SERVICES TO BE PERFORMED BY CONTRACTOR
In consideration of the payments hereinafter set forth, Contractor will perform services for County in accordance with the terms, conditions and specifications set forth herein and in Exhibit A attached hereto and by this reference made a part hereof.
2. PAYMENTS
In consideration of the services rendered in accordance with all terms, conditions and specifications set forth herein and in Exhibit A, County will make payment to Contractor in the manner specified in Exhibit B.
3. TERM
This Contract will be in effect from March 29, 2021 through March 30, 2024 with the ability to extend the contract, by mutual consent, for (2) two additional ( I ) one year periods.
13 4. RESPONSIBILITY OF CONTRACTOR
The Contractor shall, prior to start of any work awarded hereby, secure at Contractor's own expense all persons, employees and equipment required to perform the contract requirements.
Contractor will be held fully responsible for performance of any subcontractors.
5. WARRANTIES
Contractor shall warrant and represent that:
a. its work hereunder shall be of professional quality and performed consistent with generally accepted industry standards.
b. there exists no actual or potential conflict of interest concerning the services to be performed under this contract. Contractor represents that performance under this contract does not require the breach of any contract or obligation to keep in confidence the proprietary information of another party.
6. INDEPENDENT CONTRACTOR
No relationship of employer and employee is created by this contract, it being understood that Contractor is an independent contractor, an d neither Contractor nor any of the persons performing services for Contractor pursuant to this contract, whether said person be member, partner, employee, subcontractor, or otherwise, will have any claim under this contract or otherwise against County for sick leave, vacation pay, retirement benefits, social security, workers' compensation, disability, unemployment insurance benefits, or employee benefits of any kind.
It is further understood and agreed by the parties hereto that, except as provided in this contract, Contractor in the performance of its obligation hereunder is subject to the control or direction or County merely as to the result to be accomplished by the services hereunder agreed to be rendered and performed and not as to the means and methods for accomplishing the results.
If, in the performance of this contract, any third persons are employed by Contractor, such persons will be entirely and exclusively under direction, supervision and control of Contractor. All terms of employment, including hours, wages, working conditions, discipline, hiring and discharging or ony other terms of employment or requirements of law, will be determined by Contractor, and County will have no right or authority over such persons or the terms of such employment, except as provided in this contract.
The Contractor will comply with all of the provisions of the Worker's Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments, thereto; and all similar State and Federal acts or laws applicable; and will indemnify and hold harmless the County of Ventura from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including attorney's fees and costs, presented, brought or recovered against the County of Ventura, for or on account of any liability under any of said Acts which may be incurred by reasons of any work to be performed under this contract.
14 7. NON-ASSIGNABILITY
Contractor will not assign this contract or any portion thereof, to a third party without the prior written consent of County, and any attempted assignment without such prior written consent will be null and void and will be cause, at County's sole and absolute discretion, for immediate termination of this contract.
8. TERMINATION
The County shall be able to cancel the contract, without penalty to the County, as follows:
a. County's obligation hereunder will be limited to the funds appropriated by the Board of Supervisors for this purpose for each fiscal year in which this contract is in effect. In the event that the Board of Supervisors fails to so appropriate said funds; County's obligation hereunder will terminate at the end of the fiscal year for which funds were appropriated or at the end of the contract term, whichever occurs first. b. The County may terminate this contract under the provisions of, "Rights and Remedies of County for Default" paragraph for cause.
c. The County at its sole option may terminate this contract upon thirty (30) days written notice with or without cause. In the event of termination under this paragraph, Contractor shall be paid for all work provided to the date of termination, as long as such work meets the terms and conditions of this contract. On completion or termination of this contract, County shall be entitled to immediate possession of and Contractor shall furnish all computations, correspondence and other pertinent data gathered or computed by Contractor specifically for the services required hereunder prior to such termination.
Contractor hereby expressly waives any and all claims for damages or compensation arising under this contract except as set forth in this paragraph in the event of such termination.
This right of termination belonging to the County of Ventura may be exercised without prejudice to any other remedy which it may be entitled at law or under this contract.
Upon termination or other expiration of this contract, each party will assist the other party in the orderly termination of the contract and the transfer of all assets, tangible and intangible, as may facilitate the orderly, non-disrupted business continuation of each party.
9. DEFAULT
If Contractor defaults in the performance of any term or condition of this contract, Contractor must cure that default by a satisfactory performance within 10 days after service upon Contractor of written notice of the default. If Contractor foils to cure the default within that time, then County may terminate this contract without further notice.
The foregoing requirement for written notice and opportunity to cure does not apply with respect to paragraph 7 above.
15 10. INDEMNIFICATION, HOLD HARMLESS AND WAIVER OF SUBROGATION All activities and/or work covered by this cont ract will be at the risk of Contractor alone.
Contractor agrees to defend, indemnify, and save harmless the County of Ventura, including all of its boards, agencies, departments, officers, employees, agents and volunteers, against any and all claims, lawsuits, whether against Contractor, County or others, judgments, debts, demands and liability, including without limitation, those arising from injuries or death of persons and/or for damages to proper ty, arising directly or indirectly out of the obligations herein described or undertaken or out of operations conducted or subsidized in whole or in part by Contractor, save and except claims or litigation arising through the sole negligence or wrongdoing and/or sole willful misconduct of County.
Contractor agrees to waive all rights of subrog ation against County for losses arising directly or indirectly from the activities and/or work covered by this contract. 11 INSURANCE PROVISIONS
A) CONTRACTOR, at its sole cost and expense, will obtain and maintain in full force during the term of this contract the following types of insurance:
1) Commercial General Liability "occurrence" coverage in the minimum amount of $2,000,000 combined single limit (CSL) bodily injury & property damage each occurrence and $4,000,000 ag gregate, including personal injury, broad form property damage, products/completed operations, broad form blanket contractual and $50,000 fire legal liability.
2) Commercial Automobile Liability coverage in the minimum amount of $1,000,000 CSL bodily injury & property damage, including owned, non-owned, and hired automobiles.
Also to include insured/Underinsured Motorists coverage in the minimum amount of $100,000 when there is owned vehicles.
Personal Automobile Liability coverage, in the minimum amounts of $100,000 per Person and $300,000 each accident Bodily Injury and $50,000 each Accident Property Damage for each vehicle to be operated in associ ation with this contract that is not covered under Commercial Automobile Liability.
3) Workers' Compensation (WC) coverage, in full compliance with California statutory requirements, for all employees of CONTRACTOR and Employer's Liability in the minimum amount of $1,000,000.
4) Pollution Liability: $5,000,000 per occurrence.
B) All insurance required will be primary coverage as respects COUNTY and any insurance or self-insurance maintained by COUNTY will be excess of CONTRACTOR'S insurance coverage and will not contribute to it.
C) COUNTY is to be notified immediately if any aggregate insurance limit is exceeded.
Additional coverage must be purchased to meet requirements.
D) The County of Ventura, Its Boards, Agencies, Departments, Offices, Employees, Agents, and Volunteers are to be named as Additional Insured as respects work done by CONTRACTOR under the terms of this contract on all policies required (except Workers'
16 Compensation).
E) Contractor agrees to waive all rights of subrogation against the County of Ventura, Its Boards, Agencies, Departments, Officers, Employees, Agents and Volunteers for losses arising from work performed by Contractor under the terms of this contract.
F) Policies will not be canceled, non-renewed or reduced in scope of coverage until after sixty (60) days written notice has been given to the County of Ventura, Risk Manogement Division.
G) CONTRACTOR agrees to provide COUNTY with the following insurance documents on or before the effective date of this contract:
1. Certificates of Insurance for all required coverage.
2. Additional Insured endorsements.
Waiver of Subrogation endorsements (a.k.a.: Waiver of Transfer Rights of Recovery Against Others, Waiver of Our Right to Recover from Others) Failure to provide these documents will be grounds for immediate termination or suspension of this contract.
12. NON-DISCRIMINATION
A. General.
No person will on the grounds of race, color, national origin, religious affilia tion or non- affiliation, sex, age, handicap, disability, or political affiliation, be excluded from participation in, be denied the benefits, or be subjected to discrimination under this contract.
B. Employment.
Contractor will insure equal employment opportunity based on objective standards of recruitment, selection, promotion, classification, compensation, performance evaluations, and management relations, for all employees under this contract. Contractor's personnel policies will be made available to County upon request.
13. SUBSTITUTION
If particular people are identified in Exhibit A as working under this contract, the Contractor will not assign others to work in their place without written permission from the County Purchasing Agent. Any substitution will be with a person of commensurate experience and knowledge.
14. INVESTIGATION AND RESEARCH
Contractor by investigation and research has acquired reasonable knowledge of all conditions affecting the work to be done and labor and material needed, and the execution of this contract is to be based upon such investigation and research, and not upon any representation made by the County or any of its officers, agents or employees, except as provided herein.
17 15. CONTRACT MONITORING
The County will have the right to review the work being performed by the Contractor under this contract at any time during Contractors usual working hours. Review, checking, approval or other action by the County will not relieve Contractor of Contractors responsibility for the thoroughness of the services to be provided hereunder. This contract will be administered by Bettina Vicencio or his authorized representative.
16. ADDENDA
County may from time to time require changes in the scope of the services required hereunder.
Such changes, including any increase or decrease in the amount of Contractor's compensation which are mutually agreed upon by and between County and Contractor will be effective when incorporated in written amendments to this contract.
17. CONFLICT OF INTEREST
Contractor covenants that Contractor presently has no interest, including, but not limited to, other projects or independent contracts, and will not acquire any such interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this contract. Contractor further covenants that in the performance of this contract no person having such interest will be employed or retained by Contractor under this contract.
I8. FORCE MAJEURE
Except for defaults of subcontractors, neither party shall be responsible for delays or failures in performance resulting from acts beyond the control of the offending party.
Such acts shall include but shall not be limited to acts of God, fire, flood, earthquake, other natural disaster, nuclear accident, strike, lockout, riot, freight embargo, public regulated utility, or governmental statutes or regulations superimposed after the fact.
If a delay or failure in performance by the Contractor arises out of a default of its subcontractor, and if such default arises out of causes beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for damages of such delay or failure, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required performance schedule.
19. NON-EXCLUSIVITY
The County reserves the right to contract with providers of similar services and/or equipment other then the Contractor when it is reasonably determined to be in the best interest of the County.
20. CONFIDENTIALITY
Any reports, information, data, statistics, forms, procedures, systems, studies and any other communication or form of knowledge given to or prepared or assembled by Contractor under this contract which County requests in writing to be kept confidential, will not be made
18 available to any individual or organization by Contractor without the prior written approval of the County except as authorized by law.
21. NOTICES
All notices required under this contract will be made in writing and addressed or delivered as follows:
TO COUNTY: VENTURA COUNTY
GENERAL SERVICE AGENCY
PROCUREMENT SERVICES
800 S. VICTORIA AVENUE
VENTURA, CALIFORNIA 93009
TO CONTRACTOR: FALCON FUELS INC.
CAROL CHAVEZ
7300 ALONDRA BLVD., SUITE 204
PARAMOUNT, CA 90723
Either party may, by giving written notice in accordance with this paragraph, change the names or addresses of the persons of departments designated for receipt of future notices. When addressed in accordance with this paragraph and deposited in the United States mail, postage prepaid, notices will be deemed given on the third day following such deposit in the United States mail. In all other instances, notices will be deemed given at the time of actual delivery.
22. MERGER CLAUSE
This contract along with the following documents, which are incorporated into this contract by reference, hereto constitute the final expression of the agreement of the parties and supersedes any and all other contracts, either oral or written, between Contractor and the County of Ventura, with respect to the subject of this contract. This contract contains all of the covenants and contracts between the parties with respect to the services required hereunder. Contractor acknowledges that no representations, inducements, promises or contracts have been made by or on behalf of County except those covenants and contracts embodied in this contract. No contract, statement, or promise not contained in this contract will be valid or binding.
This contract may not be altered, amended, or modified except by written instrument signed by the duly authorized representatives of both parties. In the event of an inconsistency in this contract, the inconsistency shall be resolved in the following order:
1) This contract; Contract No. 8130
2) County of Ventura RFP 5998
3) Contractor's proposal dated December 13, 2020
23. GOVERNING LAW
The validity of this contract and any of its terms or provisions, as well as the rights and duties of the parties under this contract, will be construed pursuant to and in accordance with the laws of the State of California.
19 24. SEVERABILITY OF CONTRACT
If any term of this contract is held by a court of competent jurisdiction to be void or unenforceable, the remainder of the contract terms will remain in full force and effect and will not be affected.
25. CUMULATIVE REMEDIES
The exercise or failure to exercise of legal rights and remedies by the County of Ventura in the event of any default or breach hereunder will not constitute a waiver or forfeiture of any other rights and remedies, and will be without prejudice to the enforcement of any other right or remedy available by law or authorized by this contract.
26. COMPLIANCE WITH LAWS
Each party to this contract will comply with all applicable laws.
27. CONSTRUCTION OF COVENANTS AND CONDITIONS
Each term and each provision of this contract will be construed to be both a covenant and a condition.
20
21 EXHIBIT "A"
Contractors Responsibilities
Contractor will provide all fuel, transportation, labor, supervision, equipment and incidentals associated with the provision of fuel to the County of Ventura and to all participating agencies.
Such equipment will consist of but not limited to pumps and hoses or whatever is needed to appropriately pump fuel being delivered.
Contractor has committed to providing fuel in Emergency and/or Disaster situations and will maintain 24/7 communications for such instances.
Deliveries shall be made as requested by ordering Agency/Department. The Contractor shall make deliveries, or provide delivery of fuel, upon receipt of orders issued by the duly authorized representatives from each agency.
The County will issue a Purchase Order for each participating agency. The “not to exceed amount” will be as indicated on the purchase order.
THE COUNTY SHALL INCUR NO FINANCIAL RESPONSIBILITY IN CONNECTION WITH A PURCHASE ORDER FROM ANOTHER PUBLIC AGENCY. THE PUBLIC AGENCY SHALL ACCEPT SOLE RESPONSIBILITY FOR PLACING ORDERS AND MAKING PAYMENT TO VENDOR.
Deliveries should be made no later than 36 hours from time of order, unless specifically requested by the ordering agency/department, or under emergency situations. Deliveries shall be made by owned or contract motor carriers. Carriage vehicles shall be fully equipped.
Contractor shall maintain records of the County’s purchases and make them available for audit or inspection. Contractor shall record the quantities, cost, delivery locations, and taxes for each delivery. Contractor shall provide the County with a copy of such records within ten (10) business days of the County’s request.
22 EXHIBIT B
PRICE SHEET
Description: Thursday Unbranded OPIS LA Early Day Unleaded Average Pricing.
Discount/Increase From
OPIS (enter “-“ or +)
Unit Cost/Gal
Delivery Charge
(Ventura County)
Unit Cost/Gal
Delivery Charges (Santa
Barbara County) Unit
Cost/Gal
1. 87 Unleaded Regular Gasoline
(Tank Wagon Delivery) 5000 Gal or More ($0.1349) $0.0577 $0.0890 State Brand(s) Quoting:
2. 87 Unleaded Regular Gasoline
(Tank Wagon Delivery) 500-4999 Gal ($0.1349) $0.1154 $0.1780 State Brand(s) Quoting:
3. 87 Unleaded Regular Gasoline
(Tank Wagon Delivery)< 500 Gal $0.0700 $0.3800 $0.4200
State Brand(s) Quoting:
4. 89 Unleaded Midgrade Gasoline
(Tank Wagon Delivery) 5000 Gal or More ($0.1349) $0.0577 $0.0890 State Brand(s) Quoting:
5. Diesel NO. 2 (ULS)
(Tank Wagon Delivery) 5000 Gal or More ($0.0640) $0.0680 $0.0790 State Brand(s) Quoting:
6. Diesel NO. 2 (ULS)
(Tank Wagon Delivery) 500-4999 Gal ($0.0640) $0.1360 $0.1580 State Brand(s) Quoting:
7. Diesel NO. 2 (ULS)
(Tank Wagon Delivery)< 500 Gal $0.0950 $0.4000 $0.4400
State Brand(s) Quoting:
8. Diesel NO. 2 (ULS) RED DYE
(Tank Wagon Delivery) 5000 Gal or More ($0.0640) $0.0680 $0.0790 State Brand(s) Quoting:
9. Diesel NO. 2 (ULS) RED DYE
(Tank Wagon Delivery) 500-4999 Gal ($0.0640) $0.1360 $0.1580 State Brand(s) Quoting:
10. Diesel NO. 2 (ULS) RED DYE
(Tank Wagon Delivery)< 500 Gal $0.0950 $0.4000 $0.4400
State Brand(s) Quoting:
23 City of Thousand Oaks Ventura County Fleet Services
Hill Canyon Facility Government Center
9600 Santa Rosa Rd 800 S Victoria Ave
Camarillo, Ca Ventura, Ca
Municipal Service Center Pre-Trial Detention Center
1993 Rancho Conejo Blvd 800 S Victoria, Ca
Newbury Park, Ca Ventura, Ca
Ventura County General Services Saticoy
11201 Riverbank Dr
Government Center Ventura, CA
800 s Victoria Ave
Ventura, Ca Camarillo Airport
600 Aviation Dr
Todd Road Jail Camarillo, Ca
600 S Todd Rd
Santa Paula, Ca East Valley
2201 E Olsen Rd
Camarillo Airport-Juvenile Justice Thousand Oaks, Ca
Center (WERK)
350 Willis Moorpark
Camarillo, Ca 7150 Walnut Canyon Rd
Moorpark, Ca
East County Sheriffs Station
Maintenance Building Lockwood Maintenance
2101 Olsen Rd 15011 Lockwood Valley Rd
Thousand Oaks, Ca Lockwood Valley, Ca
Public Works Road Yard
15051 Lockwood Valley Rd
Lockwood Valley, Ca
County of Ventura General Service Agency Location
Hours of Delivery 8 a.m. thru 12:00 p.m.
Dispatch: 805 672-2060
EXHIBIT C
24 EXHIBIT “B”
PRICE SHEET
CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND FALCON FUELS, INC. FOR THE PURCHASE OF UNLEADED AND DIESEL FUEL
25 Michele Blanchette
Chief Financial Officer
03/11/2024
03/11/2024
ATTACHMENT B
26