CITY OF VENTURA
GfNfRAL SfRVICfS AGRffMfNT
CITY OF SAN BUENAVENTURA AND MERRIMAC ENERGY GROUP
AGREEMENT NO. f\J -zz.. - I 0'7'1
By this General Services Agreement ("Agreement"), the City of San Buenaventura ("CITY") agrees to engage the services of CONTRACTOR (identified below), and CONTRACTOR agrees to perform the services for CITY as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. CITY and CONTRACTOR may be individually referred to as "Party" or collectively as the "Parties."
1. RESERVED.
2. SUMMARY DESCRIPTION OF SERVICES.
Fuel and Lubricant Supplier in accordance with Request for Proposal No. P-130000664
3. PARTIES.
CITY OF SAN BUENAVENTURA ("CITY"), a charter city and municipal corporation of the State of California, located at 501 Poli Street, Ventura, CA 93002 Merrimac Energy Group ("CONTRACTOR"), a corporation of the State of California, located at 3738 Bayer Ave., Suite 204, Long Beach, CA 90808
4 TERM OF AGREEMENT: From (Date): July 1, 2022 ("Effective Date") To (Date): June 30, 2023 Optional Extension (initial term, plus any option to extend, shall not exceed a total of five (5) years):
The City may, at its option, and with the approval of the Contractor, extend the period of the agreement for one (1) year periods, for a period of up to four (4) years in accordance with the scope of work and general terms and conditions of the General Services Agreement. Any price increases or decreases shall be negotiated at time of contract extension.
5. AGRE.EMENT AMOUNT: A Not-to-Exceed Amount of $784,640.00
6. DESIGNATED REPRESENTATIVES.
The Designated Representatives listed below shall be authorized to act on behalf of the named Party, be responsible for negotiations and contractual matters, and coordinate with each other to perform the services under this Agreement. Additionally, CONTRACTOR's services shall be performed or immediately supervised by the CONTRACTOR's Representative:
CITY Designated Representative: CONSUL TANT Designated Representative:
Name: Barbara McCormack Name: Bruce Mainor
Title: Fleet and Facilities Manager Title: Sales / Dispatch Phone: (805) 652-4545 Phone: (562) 420-6000
Email: [email protected]._gov Email: [email protected] Mailing Address (if differs from above): Mailing Address (if differs from above):
336 Sanjon Rd., Ventura, CA 93001
7. CONTRACTUAL PREREQUISITES.
7 .1. This Agreement must first be approved as to form by the City Attorney, then executed by the CONTRACTOR, after which the Agreement may be executed by an authorized person on behalf of the CITY.
7 .2. A request for modification of the terms herein must be made in writing and presented to the Designated Representative of the CITY prior to the time this Agreement is executed.
7.3. All proof of business license, insurance, and W-9 forms is required prior to execution of this Agreement.
8. CONTRACTOR'S SERVICES.
CONTRACTOR shall perform/agrees to perform the tasks, obligations, and services set forth in the "Scope of Services," attached to and incorporated into this Agreement as "Exhibit A." Once this Agreement is executed, the Scope of Services may only be modified by written Amendment pursuant to Section 18 of this Agreement.
9. COMPENSATION.
CITY shall pay CONTRACTOR for the services performed pursuant to the terms of this Agreement in the time and manner set forth in the "Schedule of Compensation," attached to and incorporated into this Agreement as " Exhibit B." Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 18 of this Agreement.
10.PAYMENT.
The CITY shall pay all undisputed portions of any applicable invoice within thirty (30) days after receipt of an invoice. In the event the CITY disputes one or more items in an invoice, the CITY shall, within thirty (30) days after receipt of such invoice, notify the CONTRACTOR of the item(s) being disputed and the reason(s) therefore. The CITY may withhold payment for such disputed items until resolution of the dispute.
11. COMMENCEMENT OF PERFORMANCE.
CONTRACTOR shall not perform any work under this Agreement until: (i) CONTRACTOR furnishes proof of insurance as required under Section 21 of this Agreement, and (ii) CITY provides CONTRACTOR a signed General Services Agreement, which shall serve as a Notice to Proceed.
All services required of CONTRACTOR under this Agreement shall be completed on or before the end of the term of the Agreement.
2 12. STATUS OF CONTRACTOR.
The Parties agree that CONTRACTOR (and any subcontractors), in performing the services herein specified, shall act as an independent contractor and shall have control of all work for which CONTRACTOR is responsible, and the manner in which it is performed. CONTRACTOR shall be free to contract for similar service to be performed for other employers while under contract with CITY, provided that such work does not create a conflict of interest. CONTRACTOR shall have no right or power to bind the CITY to any contracts or agreements with third parties. CONTRACTOR is not an agent or employee of the CITY and is not entitled to participate in any pension plan, insurance, bonus, or similar benefits CITY provides for its employees. However, the CITY retains the right to provide general instructions to and observe the CONTRACTOR in the performance of all services done on behalf of the CITY.
In the event CONTRACTOR or an employee, agent, or subcontractor of CONTRACTOR providing services under this Agreement is determined by a court of competent jurisdiction with the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the CITY, CONTRACTOR shall indemnify, protect, defend, and hold harmless the CITY for the payment of any employee and/or employer contributions for PERS benefits on behalf of CONTRACTOR or their employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which might otherwise be deemed the responsibility of the CITY.
13. LAWFUL PERFORMANCE.
CONTRACTOR shall abide by all Federal, State, and Local Laws and Regulations as may be related to the performance of duties under this Agreement. CONTRACTOR, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.
14. SAFETY REQUIREMENTS.
CONTRACTOR shall not perform any services for the CITY when the CONTRACTOR is impaired by alcohol or a controlled substance. When there is reasonable cause to believe that any person has violated this provision, that person shall be immediately removed from the premises and be subject to any applicable civil and/or criminal penalties under the CITY's Code and/or under state law. All work performed under this Agreement shall be performed in such a manner as to provide safety to the public. The CITY reserves the right to issue restraining or cease and desist orders to CONTRACTOR when unsafe or harmful acts are observed or reported relative to the performance of the work under this Agreement. The acceptance of CONTRACTOR's work by CITY shall not operate as a release of the CONTRACTOR from such standard of care and workmanship. 3 15. OWNERSHIP OF CONTRACTOR'S WORK PRODUCT.
CITY shall be the owner of any and all technical documents and records, including, computations, plans, correspondence, and/or other pertinent data and information, both hard copy and electronic, gathered or prepared by CONTRACTOR in performance of this Agreement and shall be entitled to immediate possession of the same upon completion of the work under this Agreement, or at any earlier or later time when the same may be requested by CITY.
15.1. Records and Inspections. The CONTRACTOR shall maintain full and accurate records, with respect to all services and matters covered under this Agreement. The CITY shall have free access at all reasonable times to such records, both hard copy and electronic, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities.
15.2. Deliverables. CONTRACTOR shall deliver to the CITY the studies, plans, specifications, or other documents as are identified in the Scope of Services; and CONTRACTOR shall, upon completion of all work, submit to the CITY all information developed in the course of the CONTRACTOR's services. CONTRACTOR shall, in such time and in such form as the CITY may require, furnish reports concerning the status of services required under this Agreement. CONTRACTOR shall, upon request by CITY and upon completion or termination of this Agreement, deliver to the CITY all material furnished to CONTRACTOR by the CITY.
15.3. Ownership - Generally. All inventions, discoveries, enhancements, changes, or improvements of computer programs developed pursuant to this Agreement shall be the property of the CITY, and all patents or copyrights shall be assigned to the CITY, unless otherwise agreed. CONTRACTOR agrees that CITY may make modifications to computer software furnished by CONTRACTOR without infringing CONTRACTOR's copyright or any license granted to CITY, unless otherwise agreed.
15.4. Ownership of Documents. Every report, draft, work product, map, record, and other document reproduced, prepared, or caused to be prepared by the CONTRACTOR pursuant to or in connection with this Agreement shall be the exclusive property of the CITY.
15.5. Confidentiality. CONTRACTOR may be granted access to information that is exempt from disclosure to the public (Government Code Section 6254 and 6254.16) and may contain "trade secrets" (see Government Code Section 6254. 7) when it is necessary for CONTRACTOR to perform its obligations pursuant to this Agreement. If CONTRACTOR is granted such access to confidential information, CONTRACTOR shall not be considered to be a member of the public as that term is used in Government Code Section 6254.5.
15.6. Disclosure of Information. CONTRACTOR shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to CONTRACTOR by the CITY or other information to which the CONTRACTOR has had access during the term of this Agreement without the prior written approval of the CITY's Designated Representative during the term of this Agreement and for a period of two (2) years after the termination of this Agreement. 4 16. NON-APPROPRIATION OF FUNDS.
Payments due and payable to CONTRACTOR for current services are within the current budget and within an available, unexhausted, and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONTRACTOR's services beyond the current fiscal year, and if no funds are legally available from other sources to lawfully make the payments, this Agreement may be terminated at the end of the original term or renewal term and the CITY shall not be obligated to make further payments beyond the current original or renewal term. The CITY will provide notice of its inability to continue the Agreement at such time as the CITY's Designated Representative is aware of the non-appropriation of funds. However, failure to notify does not renew the term of the contract.
17. TERMINATION OF AGREEMENT.
At any time, with or without cause, the CITY shall have the right, in its sole discretion, to terminate this Agreement by giving written notice to CONTRACTOR pursuant to Section 31 of this Agreement, and such termination shall be effective immediately upon giving notice. There shall be no period of grace after giving the notice of termination. Upon termination, CITY shall be liable to CONTRACTOR only for work done by CONTRACTOR up to and including the date of termination of this Agreement unless the termination is for cause, in which event CONTRACTOR need be compensated only to the extent required by law. CONTRACTOR may terminate this Agreement at any time during the term of the Agreement by giving the CITY sixty (60) days' written notice.
17. OPTION TO EXTEND AGREEMENT.
When in the CITY's best interest, this Agreement may be extended on a daily, month-tomonth, annual, or other basis by modification pursuant to Section 18 of this Agreement. The initial term, plus any option to extend, shall not exceed a total of five (5) years.
18. MODIFICATION OF AGREEMENT.
This Agreement may be amended, modified, or otherwise altered, or its provisions waived, only upon mutual consent of the Parties by written amendment, and as authorized by the San Buenaventura Municipal Code, sections 4.600.190 and 4.600.200.
19. ASSIGNMENT.
This Agreement is for the non-professional services of CONTRACTOR. Any attempt by CONTRACTOR to assign the benefits or burdens of this Agreement without the prior written approval of CITY shall be prohibited and shall be null and void. CONTRACTOR's services pursuant to this Agreement shall be provided by the CONTRACTOR's Designated Representative or directly under his/her supervision, and CONTRACTOR shall not assign another to supervise the CONTRACTOR's performance of this Agreement without the prior written approval of CITY, by and through the CITY's Designated Representative.
20. INDEMNIFICATION & HOLD HARMLESS.
As a separate and independent covenant from CONTRACTOR's obligations under Section 21 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and 5 hold CITY and CffY's officers, employees, .agents, and volunteers harmle.ss and free from any and all claims, liabilities, or expenses, including attorney's fees, arising out of or relat:ing to any negligent act, neglig:ent omission, or wrongful conduct, or any loss, damage, or injury, includ.ing death, that is sustained from any communicable disease (inc1uding1 but not limited to any form of the cornnavirus, or anyth·ing ,emanating from or related to a coronavirus),; related i·n any way to CONTRACTOR's perfonnanoe of ·ts services pursuant to this Agreement In the event CITY and/or any of CITY's offioer.s. employees, agents, or volunteers are n:amed in any lawsuit1 or should any claim be made against it or any of them by lawsuit or othe.rwise arising out of or relating to such negl(gent act, neglig1entomission, wrongful condt.ict. or.any loss, damage, or injury, including death, thaUs sustained from any communicable disease (including, but not limited to any form of the corcnavirus, or anything emanating from or related to a coronavirus), CONTIRACTOR shall indemnify them for any judgment rendered .against them for such neglig.emt act, neg:Hgent omission, wrongful act, or any loss, damage, or jnjury, including death, that is sustained from any commun·cable disease (including, but not limited to any form of the coronavtrus, or anything emanating from or related to .a coronavirus), any sums pa.id out in settlement or otheiwise:, and all costs incurred by them in their de1e-nse, including but not limited to attorney's fees.
CONTRACTOR also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR's professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY's officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY's officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement.
The CONTRACTOR's obligations under this Section of the Agreement shall survive the termination of the Agreement.
21. INSURANCE.
Prior to commencing the services required by this Agreement, and at all other times this Agreement remains in effect, the CONTRACTOR shall procure and maintain in full force and effect all of the insurance required by Exhibit "C," attached hereto and incorporated herein by this reference.
22. LIVING WAGE REQUIREMENTS.
During the term of this Agreement, CONTRACTOR understands and agrees that if Living Wages are applicable subject to the provisions of Chapter 2.525 of the San Buenaventura Municipal Code (the "Code") entitled, "Living Wages and Benefits for City Services" (a copy of which is available upon request), CONTRACTOR will pay and/or provide the wages and/or benefits required therein to all of its employees engaged in whole or in part in performing the services provided for by this Agreement.
6 23. PREVAILING WAGE REQUIREMENTS.
23.1. Application. The payment of State prevailing rates of wages as designated for Ventura County for on-site work and delivery of materials shall apply to public works construction projects over $25,000 and projects for alteration, demolition, repair, or maintenance work over $15,000. Prevailing wages are required to be paid to all workers, including subcontracted employees.
23.2. Compliance with California Department of Industrial Relations (DIR). To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
https://www .d ir. ca .gov/P ublic-Works/PublicWorksS B854F AQ. html
23.3. Contract Splitting. It is unlawful to split, or separate into small portions, work orders, projects, purchases, or public works projects for the purpose of evading these prevailing wage requirements.
23.4. Use of Prevailing Wages vs. Living Wages. In the event that there is a difference between the amount of wages to be paid under the CITY of Ventura's local Living Wage requirements and the requirements of this provision, the wage rate that is the higher of the two shall be applicable to this Agreement. PLEASE NOTE, with respect to Federal contracts, other requirements may apply, in which case, the highest of the federal Prevailing Wage, state Prevailing Wage and local Living Wage prevails.
24. COVENANTS AND CONDITIONS.
Each term and each provision of this Agreement to be performed by CONTRACTOR shall be construed to be both a covenant and a condition.
25. NOTICE OF BREACH AND OPPORTUNITY TO CURE.
Neither Party will be deemed to be in breach of this Agreement based on a breach that is capable of being cured until it has received written notice of the breach from the other Party. The Party charged with breach will have fifteen (15) days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other Party within fifteen (15) days from the date on which the Party received notice of breach, the nonbreaching Party may terminate this Agreement.
26. WAIVER.
CITY's review or acceptance of, or payment for, work product prepared by CONTRACTOR under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONTRACTOR's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 7 27. DISPUTES.
Except as otherwise provided in these provisions, any dispute concerning a question of fact arising under this Agreement, shall be decided by the CITY's Designated Representative, who shall reduce this decision to writing and mail a copy to the CONTRACTOR. The decision of the CITY's Designated Representative shall be final and conclusive unless CONTRACTOR requests mediation within ten (10) calendar days. Pending final decision of a dispute, the CONTRACTOR shall proceed diligently with the performance of the Agreement and in accordance with the decision of the CITY's Designated Representative.
28. DISPUTE RESOLUTION.
Should an unresolved dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty-five (45) days of a request. The mediator shall be agreed to by the mediating Parties. In the absence of an agreement on a mediator, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a "blindfold" process.
The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the Parties but not more than sixty (60) days, unless the maximum time is extended in writing by both Parties.
29. TAXPAYER IDENTIFICATION NUMBER.
CONTRACTOR shall provide CITY with a complete Request for Taxpayer Identification Number and Certification as issued by the Internal Revenue Service.
30. USE OF THE TERM "CITY."
Reference to "CITY" in this Agreement includes the CITY, its City Manager, or any authorized representative acting on behalf of the CITY.
31. NOTICES.
All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first-class mail. Notice sent by mail shall be addressed to each Party's Designated Representative as set forth above in Section 6. When addressed in accordance with this Section, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.
32. FORCE MAJEURE.
Neither the CONTRACTOR nor the CITY shall be responsible for any delay caused by any contingency beyond their control, including, but not limited to, war or insurrection, walkouts by the 8 Party's own employees, fires, natural calamities, riots, or demands or requirements of governmental agencies other than the CITY.
33. GOVERNING LAW.
The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of California, County of Ventura.
34. SEVERABILITY.
If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect and be enforceable.
35. INTEGRATED AGREEMENT.
This Agreement and the attached exhibits to this Agreement represent the entire understanding between the Parties. No verbal agreement or implied covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns.
36. NO THIRD-PARTY BENEFICIARY.
This Agreement shall not be construed to be an agreement for the benefit of any third-party or parties, and no third party or parties shall have any claim or right of action under this Agreement.
37. AUTHORITY TO EXECUTE.
Each Party hereto expressly warrants and represents that through its Designated Representative it has the authority to execute this Agreement on behalf of its corporation, partnership, business entity, or governmental entity, and warrants and represents that the Designated Representative has the authority to bind each Party to the performance of its obligations hereunder.
38. EXECUTION - COUNTERPARTS.
This Agreement may be executed in any number of counterparts and each such duplicate counterpart shall constitute an original, but they shall not be effective nor enforceable unless and until it is executed with the handwritten signature of an authorized representative of each of the relevant Parties. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterpart executed by the other Party to this Agreement is in the physical possession of the Party seeking enforcement thereof.
39. INCONSISTENT OR CONFLICTING TERMS.
In the event of any contradictions or inconsistencies between any attached documents or exhibits incorporated by reference herein and the provisions of the Agreement itself, the terms of 9 the Agreement shall control. Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the CITY are not binding upon the CITY's Designated Representative unless specifically agreed to in writing, and initiated by CITY's Designated Representative, as to each additional contractual term or condition.
40. ACKNOWLEDGEMENT.
By signing below, CONTRACTOR acknowledges that it has reviewed the CITY's General Services Agreement terms and conditions and insurance requirements and that CONTRACTOR hereby agrees to full compliance.
Signatures Follow
10 In witness whereof, the Parties have entered this Agreement on the date last signed below ("Effective Date").
AN BUENAVENTURA
IJ,
~
,,
Name: Sofia Rubalcava
Title: Mayor
Date
APPROVED AS TO FORM
ANDREW HEGLUND, CITY ATTORNEY
PER SMBC, SECTION 4.600.050
MERRIMAC ENERGY GROUP
Name:
Title: President
April 29, 2022
Date
April 29, 2022
Date
77-0189045
Tax Identification Number
Any modifications to the provisions of this preapproved Standard Form requires submission to the City Attorney for review, approval and
signature.
11 EXHIBIT A
GENERAL SERVICE AGREEMENT
(City of San Buenaventura and Merrimac Energy Group)
SCOPE OF SERVICES
SCOPE OF WORK
Contractor shall provide all fuel, diesel exhaust fluid, lubricants, transportation, labor, equipment and incidentals associated with the provision of fuel to the City of Ventura.
Contractor shall provide an oil analysis program for all lubricants sold and a cost.
FUEL SPECIFICATIONS
All gasoline and diesel delivered under this contract shall rrieet the latest requirements of the California Air Resources Board (CARB), Federal and local governments as well as fuel industries laws, codes, requirements, standards and guidelines currently in force and any of those put in force during this contract. Particular attention shall be paid to the American Society of Testing and Materials (ASTM) laws, regulations and standards.
DELIVERY REQUIRE_MENTS
Contractor shall operate a 2417/365 fuel' supply operation. Deliver-ies shall be made, as requested , by the Ctty of Ventura Fleet Services within a maximum of 48 hours from notice during weekly/regular hours, between the hours of 7am to 5pm Monday through Friday, except alternate Fridays at the Maintenance Yard, unless otherwise requested delivery. Current delivery sites are shown i1n Exhibit A. The City reserves the right ta add ,or delete sites within the City as needed dur:ing, the cours,e of the contract. Contractor shall designate the Customer SeNice Repr,esentative for the City of Ventura contract for coordination of fuel ordering and deliveries.
Contractor shall make no unauthorized deliveries. Contractor shall be financially responsible for any unauthorized fuel deliveries and shall be considered poor performance.
Contractor Drivers shall be HAZMAT trained and certified and DOT compliant. Drivers shall be familiar with City of Ventura fueling sites, tanks, equipment, and type of fuel, location of delivery sites, safety protocols and ingress/egress accessibility. Contractor shall have identification and wear a uniform for identification and security.
Contractor's fleet delivery vehicles shall be environmentally safe, clean and comply with all Federal, State and local emission requirements to promote a clean fleet. All delivery vehicles shall be clearly marked with the selected fuel supplier company name/logo.
EMERGENCY/DISASTER PREPABEDNESS PLAN
In the event of a natural, or man-made disaster, operations for the City and the Contractor may be impacted.
12 Contractor shall submit with their proposal information supporting their ability to continue operations, and service/product delivery, in the event of an unforeseen emergency.
The Emergency Preparedness Plan shall explain how your firm will provide assistance to the City under allocation or limited supply conditions whether, or not, they are due to an unforeseen emergency. State the priority level, criteria for delivery, and timeframe (assuming roads are accessible) to the City public services and local agencies. List the location, quantity and type of fuel storage available to supply fuel in the event of an emergency. The plan shall include the location of refineries available to the Contractor in the Southern California Los Angeles area and alternative locations in the Central or Northern California areas.
OPTION - DESIGNATED TANK OPERATOR SERVICES
As an option, the Contractor may be requested to provide Designated Tank Operator Services on a monthly basis to perform monthly inspections of the fuel sites per APCD and in compliance with the City's Permit to Operate.
SECURITY ACCESS.
Prior to the execution of a contract, Contractor and assigned employees entering City of Ventura property shall be required to pass a Background check with the City of Ventura Police Department. 13 EXHIBIT B
GENERAL SERVICE AGREEMENT
(City of San Buenaventura and Merrimac Energy Group)
SCHEDULE OF COMPENSATION
Pricing Requirements
The price of all Red dye diesel, renewable diesel, gasoline fuel, diesel exhaust fluid and lubricants delivered shall be determined daily by the OPIS EARLY DAY "LOS ANGELES AVERAGE", in accordance with the following procedures:
(1)
a. OPIS as used herein refers to the Oil Price Information Services newsletter published weekly by United Communications Group. Bethesda, Md.
b. The average posted price listed under the following column headings in the OPIS table titled, "PAD 4/5 report" shall be used in determining the daily-adjusted price.
Location
Los Angeles, Ca.
CoLumnJ:1ead.lngs
Red Dye Diesel ULS
Average
Reg Unleaded Renewable Diesel
Average Average
c. The Following definitions shall apply to the terms used in the price adjustment calculation.
OPIS Average: The Term is the LA Average posted price as listed in the issue of OPIS. (2) OPIS at Delivery: This term is the average posted price as listed in the issue of OPIS published daily during which deliveries are made.
The index for adjusting the prices shall be the OPIS Los Angeles average price for all refineries listed in Los Angeles (PAD 4/5) for Red dye diesel No.2 (or alternative renewable diesel) and regular unleaded gasoline.
The OPIS price shall be adjusted in accordance with the plus/minus cents per gallon as bid hereunder. This adjustment shall be firm for the life of any resultant agreement(s) to this Request for Proposal and shall not be subject to change.
If the OPIS price is not reported for any day, the most recent price previously reported shall be utilized as the base price.
If the marketing publication is canceled, or modified, the City reserves the right to re-establish the pricing mechanism or cancel all or part of the contract.
The price for "delivery charge" quoted shall be firm for the initial period of contract.
Contractor's Customer Service Representative shall monitor the daily pricing and advise the City Fleet Services of potential price increases or decreases so the best possible price is offered when the City needs to order fuel deliveries.
44 Description MERRIMAC
Unit Cost/Gal
1. 87 Unleaded Regular Gasoline
(Truck/Trailer Delivery) 5,000 Gal or More
State Brand(s) Quoting:
AM OPIS LA Averaae Price $ 3.3658
Discount/Increase From OPIS (enter - or+) $ -0.0890
Delivery Charge (Citv of Ventura:) $ 0.00
Total $ 3.2768
2. 87 Unleaded Regular Gasoline
(Tank Wagon Delivery) 500-4,999 Gal
State Brand(s) Quoting:
AM OPIS LA Averaae Price $ 3.3658
Discount/Increase From OPIS (enter - or+) $ -0.115
Delivery Charae (City of Ventura) $ 0.00
Total $ 3.2508
3. 87 Unleaded Regular Gasoline
(Less Than Tank Wagon Delivery) <500 Gal
State Brand(s) Quotina:
AM OPIS LA Averaae Price $ 3.3658
Discount/Increase From OPIS (enter - or+) $-0.1199
Deltvery Charge (City of Ventura) $ 0.00
Total $ 3.2459
4. Diesel NO. 2 (ULS) Red Dye
(Truck/Trailer Delivery) 5,000 Gal or more
State Brand(s) Quotina:
AM OPIS LA Averaae Price $ 3.3427
Discount/Increase From OPIS (enter - or+) $ +.0320
Delivery Charge (City of Ventura) $ 0.00
Total $ 3.3747
5. Diesel NO. 2 (ULS) Red Dye
(Tank Wagon Delivery) 500-4999 Gal
State Brand(s) Quoting.:
AM OPIS LA Average Price $ 3.3427
Discount/Increase From OPIS (enter - or+), $ +.139
Delivery Charge (City of Ventura) $ 0.00
Total I $ 3.4817
15 Description MERRIMAC
Unit Cost/Gal
6. Diesel NO. 2 (ULS) Red Dye
(Less Than Tank Wagon Delivery) <500 Gal
State Brand(s) Quotina:
AM OPIS LA Averaae Price $ 3.3427
DiscounUlncrease From OPIS (enter" 'or+) . $ +.169
Delivery Charae (Citv of Ventura) $ 0.00
Total $3.5117
7. Renewable Diesel No. 2
(Truck/Trailer Delivery) 5,000 Gal or more
State Brand(s) Quoting:
AM OPIS LA Averaae Price $ 3.3427
DiscounUlncrease From OPIS (enter - or+) OPIS EVEN
Delivery Charae (City of Ventura) $ 0.00 I
Total $ 3.3427
8. Diesel Exhaust Fluid
(Less than Tank Wagon Delivery) 330 Gal
State Brand (s) Quoting:
AM OPIS LA Averaae Price NIA
DiscounUlncrease From OPIS (enter - or+) N/A
Delivery Charge (Citv of Ventura) $ 0.00
Total $2.75*
"No index available; price
subiect to chanae"
9. Oils and Lubricants
REO 1 OW30 GF-5/ SN (Bulk) $ 8.21
REO 40wt (55 Gal Drum) $ 15.75
REO 15W40 CJ-4 (Bulk) $ 9.19
REO HYO 68 (Bulk) $ 7.90
PERFORMANCE 500 HIVIS MVP ATF (Bulk) $ 11.99
CHEVRON ULTRA DUTY EP 2 (Master Pack/40 Tubes) $ 179.00 I 40pk CHEVRON DELO 400 30WT/40WT (Cases 3/1 Gal) $ 20.99 I gallon CHEVRON TURBINE GST 100 (5 Gal Pails) $ 21.99 I aallon
CHEVRON TURBINE GST 100 (55 Gal Drum) $ 19.99 / gallon
CHEVRON MEROPA 320 (35 lb Pail) $ 3.00 I pound
CHEVRON GEO HOAX LFG 40WT (55 Gal Drum) $ 20.99 I aallon REO AW ISO 46 Hydraulic Oil. Product Code GPR 500046 $ 6.99 I gallon (Bulk)
500 REO Premium UTF Hydraulic Oil Product Code GPR 226606 $ 6.99 I gallon (Bulk)
REO Motor Oil SAE 40W Product Code GPR 50040 (Bulk) $ 9.75 16 Description MERRIMAC
Unit Cost/Gal
295 Allison Synthetic Transmission Fluid (Bulk), $ 26.30 Diesel Exhaust Fluid (Bulk) $ 2.75
10. Oil Analysis Program for all Lubricants $23.99 I tube. 10 / box
TOTALS
$ 419.2543
Alternative Proposal
Designated Tank Operator Services
Maintenance Yard - Yearly Fee $3,900.00
Police/Fire Headquarters - Yearly Fee $4,900.00
Hourly Rate $ 190.00
. Vendor Notes:
$75 flat charge for any
pumping fuel into above
around tanks.
17 EXHIBIT C
GENERAL SERVICES AGREEMENT
(City of San Buenaventura and Merrimac Energy Group)
INSURANCE REQUIREMENTS
Prior to contract approval, CONSUL TANT/CONTRACTOR/SELLER/BIDDER (hereafter referred to as "Contractor") must procure, agree to maintain and supply evidence of insurance at the levels listed and in accordance with the other provisions listed in this document.
1. Coverage Types and Limits
-- -
a) Commercial General Liability (ISO CGL CG 00 01) - including coverage fo bodily injury, property damage, products & completed operations, and persona injury arising from the contractor's activities_
Commercial General Liability (CGL) per Occurrence $5 million Commercial General Liability Aggregate or Combined Single Limit (CSL) $10 million Coverage must include Pollution Li-ability via Policy or Endorsement b) Auto Liability for owned, hired, and non-owned vehicles per Occurrence $5 million or Combined Single Limit.
Coverage must include Pollution Liability via Policy or Endorsement c) Worker's Compensation with a Waiver of Subrogation in favor of thi Statutory Limits City
I
$500,000
Employer's Liability
2. Insurance Policy Provisions, Endorsements, and other Requirements Contractor agrees to comply with the following additional requirements with respect to the insurance:
a) Liability Coverage shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance, primary or excess, available to City or any officer, employee, agent or volunteer of City . .As such, a Primary and Non-Contributory Endorsement (with coverag:e at least as broad as ISO CG 2001 04 13) is required on all liability policies. ·
b) Contractor waives its right of subrogation against the City. As such, a Waiver of Subrogation Endorsement is required on the Contractor's Worker's Compensation policy.
18 c) A "Blanket" Additional Insured Endorsement (a/k/a "automatic additional insured endorsement"), attached to the Commercial General Liability policy covering premises liability, ongoing operations, product liability, and completed operations is required. If a "Blanket" endorsement is not available, Contractor may submit a combination of the following endorsements:
An Additional Insured Endorsement covering Premises and Ongoing Operations CG 20 10 04 13 or itsequivalent (CG 20 26, CG 20 33, or CG 20 38) AND and Additional Insured Endorsement covering Completed Operations CG 20 37 04
13. d) Insurance Policies must be issued by an insurance company licensed to do business in the State ofCalifornia with an AM Best rating of not less than A:VII. e) Each insurance policy required above shall provide that coverage shall not be canceled except with 30days' notice to the City.
f) The Description section of the Certificate must include the following language:
The City of San Buenaventura, its officers, officials, agents, employees and volunteers shall be named as an additional insurecj under the General Liability and Auto Liability policies. All Liability policies are primary and Non-Contributory. Waiver of Subrogation applies to the Worker's Compensation policy. 30 day notice of cancellation will be provided to the Certificate Holder. g) A Certificate of Insurance must include the following language in the Certificate Holder section:
City of San Buenaventura, its officers, officials, agents, employees and volunteers 501 Poli Street
Ventura, CA 93002
h) Contractor will provide proof that policies of insurance required herein expiring during the term of thisAgreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be submitted to the City within 10 days of renewal.
i) Contractor shall provide evidence of the insurance required herein, satisfactory to City, consisting of certificate(s) of insurance and any required endorsements evidencing all of the coverages required. Anyfailure on the part of City or any other additional insured under these requirements to obtain proof of insurance required under this Agreement in no way waives any right or remedy of City or any other additional insured in this or any other regard.
j) Contractor shall ensure that coverage provided to meet these requirements is applicable separately to each insured, and that there will be no cross liability exclusions 19 that preclude coverage for any legal action between Contractor and City, between Contractor and any other named insureds or additional insureds under the insurance policy, or between City and any party associated with City or City's officers, officials, employees, agents, or volunteers.
k) Coverage shall not be limited to the vicarious liability or supervisory role of any additional insured. There shall be no cross liability exclusion and no Contractor limitation endorsement. In addition, there shall be no endorsement or modification limiting the scope of coverage for liability arising from pollution, explosion, collapse, underground property damage, or employment-related practices, except for a provision or endorsement limiting liability arising from pollution to liability caused by sudden or accidental pollution.
I) Any umbrella liability insurance over primary insurance provided to meet primary limits shall apply to bodily injury, personal injury, and property damage, at a minimum.
Coverage shall be as broad as any required underlying primary coverage, and shall include a "drop down" provision providing primary coverage for liability not covered by primary policies but covered by the umbrella policy. Coverage shall be provided with defense costs payable in addition to policy limits. Coverage shall have starting and ending dates concurrentwith the underlying coverage.
m) Coverage shall be written on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made" basis, Contractor shall continue to maintain the insurance in effect for a period of three (3) years after this Agreement expires or is terminated. Such insurance shall have the same coverage and limits as the policy that was in effect during the term of this Agreement, and shall cover Contractor for all claims made by City arising out of any errors or omissions of Contractor, or the officers, employees or agents of Contractor during the time thisAgreement was in effect.
n) Contractor shall require all sub-contractors or other parties hired by Contractor to perform any part of the services required by this Agreement to purchase and maintain all of the insurance specified above and submit evidence of all such insurance.
Contractor shall obtain certificates evidencing such coverage and make reasonable efforts to ensure that such coverage is provided as required herein. o) No contract used by any Contractor, or contracts Contractor enters into on behalf of City, will reserve the right to charge back to City the cost of insurance required by this Agreement. When requested, Contractor shall provide City with all agreements with sub-Contractors or others with whom Contractor contracts on behalf of City, and with all certificates of insurance obtained in compliance with this paragraph. Failure of City to request copies of such documents will not impose any liability on City, or its employees.
20 p) In the event any policy of insurance required under this Agreement does not comply with these requirements or is canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems necessary to meet the requirements of this Agreement, and any premium paid by City for such insurance will be promptly reimbursed by Contractor, or, if not promptly reimbursed, deducted from any compensation to be paid by City to Contractor pursuant to this Agreement. q) Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only and is not intended by any party to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. Coverage shall not be limited to the specific location, individual, or entity designated as the address of the project or services provided for by this Agreement. Insurance coverage limits are subject to change based on the unique liability associated with each project over and above standard coverage limits at the discretion of the City's Risk Manager or their designee.
r), Contractor shall provide immediate notice to City of any claim against Contractor or any loss involving Contractor that could result in City or any of City's officers, employees, agents, or volunteers being named as a defendant in any litigation arising out of such claim or loss. City shall not incur any obligation or liability by reason of the receipt of such notice. However, City shall have the right, but notthe duty, to monitor the handling of any such claim or loss that is likely to involve City. s) In the event of any loss that is not insured due to the failure of Contractor to comply with these requirements, Contractor will be personally responsible for any and all losses, claims, suits, damages, defense obligations, and liability of any kind attributed to City, or City's officers, employees, agents, orvolunteers as a result of such failure.
Please note:
t) Automobile Liability insurance is not required if the Vendor and its employees does NO traveling in providing services for completion of the Agreement (e.g. telecommuting). If the Vendor has employees but no vehicles registered to the business (personal vehicles only), the non-owned and hired automobile liability coverage should be included in the Vendor's Commercial Auto Liability policy u) Workers Compensation insurance is not required if the Contractor is a sole proprietor/partner/corporate officer with no employees. Otherwise, Worker's Compensation is required under CA Labor Code Section 3700. A Workers Compensation Insurance Waiver is required stating Contractor is a sole proprietor/partner/corporate officer with no employees. This waiver is to be included with the other submitted documents.
21 v) Professional Liability may be required for the following types of contractors. Thes'e are only examples and not an all-inclusive list. Contact Risk Manager for clarification and requirements .
.Examples:
Appraisers, notaries, imaging of records, EOG plan, Fair Housing assessments, trainers
Chemists, auditors, insurance agents and brokers, lawyers, laboratories, surveyors, building inspectors, traffic engineering services.
Ambulance services, actuaries, counselors, medical providers. Also includes engineers, architects, construction managers, hazardous materials evaluators, environmental impact evaluators. All IT related projects, contractors and consultants. w) Cyber Liability and Network Security/Data Privacy Coverage and Technology E&O/Technology Professional Liability coverage may be required in agreements that have an IT or data component. Contact Risk Manager for clarification and requirements.
22 . .