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HomeMy WebLinkAbout25C - AGMT - FUEL SRVSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 20, 2016 TITLE; AGREEMENT WITH IPC FUEL DISTRIBUTION, A SANTA ANA VENDOR, FOR THE PURCHASE OF UNLEADED AND DIESEL FUEL (STRATEGIC PLAN NO. 6,2) e --Q, , � - ITY MANAGER 1:7FM15161004WIMIllus ►1 CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s` Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a one-year agreement from January 1, 2017 through December 31, 2017 with IPC Fuel Distribution for the purchase of unleaded and diesel fuel in a total amount not to exceed $950,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City has an inventory of nearly 500 vehicles that use unleaded or diesel fuel. Over the past several years, Finance and Management Services Agency - Fleet Services has utilized a cooperative agreement with SC Fuels from Orange, California to provide fuel for these vehicles. The fuel storage tanks that are located at the City Corporate Yard and Police facility are very large and as a result, the City can obtain the lowest pricing options due to the large one-time delivery amount. Upon reviewing our scope and fuel delivery options, staff learned that there are not any local county contracts that are similar in nature. Most other jurisdictions have much smaller storage tanks which require more frequent and expensive deliveries. Staff has identified though a contract between Ventura County and IPC Fuels that could be temporarily utilized until a formal Request for Proposal process can be developed during calendar year 2017. IPC Fuels is a Santa Ana based company and the delivery terms of their agreement with Ventura County is very similar to our needs. Additionally, the pricing for this contract is approximately $.04 cents a gallon less than our current pricing structure. The City currently has a sales tax rebate agreement with IPC Fuels, but this agreement would have no impact on such payments made to the vendor. All federal and state taxes and fees will be consistent with the existing agreement and any future agreement. 25C-1 Agreement for Unleaded and Diesel Fuel December 20, 2016 Page 2 According to Municipal Code Section 2-807(c) Non -bid purchases, a contract may be exempted from competitive bidding from vendors whose names are on current established lists and have been awarded the same type of purchase contract by a federal, state, or local agency after a competitive bidding process. STRATEGIC PLAN ALIGNMENT Approval of this item supports City's efforts to meet Strategic Plan Goal #6 - Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds for the period of January to June 2017 in the amount of $475,000 are budgeted and available in the Central Stores Gas & Diesel Fuel account (07610102 63300). Funds for FY 2017-18 (July to December 2017) budget in the amount of $475,000 will be included in the Stores & Property Control Gas & Diesel Fuel account (07610102 63300) AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez I)o Executive Director Finance and Management Services Agency EXHIBIT: 1. Agreement 25C-2 EXHIBIT 1 AGREEMENT FOR PROVISION OF GASOLINE AND DIESEL FUEL THIS AGREEMENT is made and entered into this 20th day of December, 2016 by and between IPC ((TSA), Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a Contractor with special skill and expertise to supply City's annual gasoline and diesel fuel needs. B. Contractor is a wholesale distributor of diesel, gasoline, LNG/natural gas, jet fuel, and other petroleum products that maintains its headquarters in the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall provide all fiiel, transportation, labor, supervision, equipment, and incidentals associated with the provision of fuel, as further described in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. Base price of fuel will be Thursday Unbranded Oil Price Information Service / L.A. Early Day, as discounted by the amounts appearing on Exhibit B, with base pricing fixed for the following Monday — Sunday. The total surn to be expended under this Agreement shall not exceed $950,000. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work perforined, subj ect to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Y ikm This Agreement shall commence on January 1, 2017 and continue through December 31, 2017, unless terminated earlier in accordance with Section 14, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to 25C-3 create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services, Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. S. INSURANCE Prior to undertaking performance of work Linder this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance :programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Workers' Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for workers' compensation or to undertake self-insurance. Prior to commencing the performance of the work tinder this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Pollution liability: $5,000,000 per occurrence. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in frill force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City, 25d-4 (iv) Contractor shall supply City with a fully executed additional insured endorsement. £ If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to fimiish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Contractor agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold hannless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or propertyrights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Contractor's indernnification obligations in this section shall survive expiration of this Agreement. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 7. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain completo and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required bylaw, from the elate of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 25(;-5 S. CONFIDENTIALITY If Contractor receives from the City information which clue to the nature of such information is reasonably understood, to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not oiily written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available sotiuce; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified inader this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: To Contractor: Executive Director Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 IPC (USA), Inc. 4 Hutton Centre Drive, Suite 700 Santa Ana, CA 92707 Attn: Blanca Hurtado 25'b-6 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, and supersedes any and all other agreements, oral or written, between the parties. In the event. of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement aelmowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement, shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted. by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies, 14. TERMINATI®N This Agreement may be terminated by the City upon thirty (3 0) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such, notice of termination, subj Oct to the following conditions: a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. 25C-7 b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 15. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement, Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such pennits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth iri the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Cleric of the Council David Cavazos City Manager 25t:-8 APPROVED AS TO FORM: SONIA R. CARVALFTO CONTRACTOR: City Attorney Ey:� /w .c�� -- John Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez, Executive Director Finance and Management Services Agency Name: Title: 25C-9 EXHIBIT A SCOPE OF SERVICES Contractor shall provide fuel, transportation, labor, supervision, equipment, and incidentals associated with the provision of fuel to the City of Santa Ana. Such equipment shall include without limitation puunps, hoses, and any equipment needed to appropriately pump fuel being delivered, Deliveries shall be made at designated City premises no later than 36 hours from time of order, unless specifically required or under emergency situations. Deliveries shall be made by owned or contract motor carriers. Product that leaks from hoses or coupler comiections shall be cleaned tip and removed by Contractor at Contractor's sole expense, including product in spill containers, Contractor has committed to providing fuel in Emergency and/or Disaster situations and will maintain 24/7 communications in such instances. Contractor shall maintain records of City's purchases and make them available for audit and inspection at request of City. Contractor shall record the quantities, cost, delivery locations, and taxes for each delivery. Contractor shall provide City a copy of such records within ld days of City's request. Contractor shall supply Material Safety Data Sheets to City as required by law. All gasoline and diesel delivered under this Agreement shall meet the latest requirements of the California Air Resources Board, federal, and local governments as well as fuel industries laws, codes, requirements, standards and guidelines currently in effect or that may come into effect during this Agreement. 25G-10 EXHIBIT B The OPIS price shall be adjusted in accordance with the plus/minus cents per gallon plus delivery. The stated adjustment factor shall be firm for the initial term of the contract and will not be subject to change. All deliveries shall be F.O.B. Destination in Orange County. Pricing will be based on Thursday Unbranded OPIS LA Early Day. Pricing will be locked for the following Monday -Sunday. The price for the "delivery charge" shall be firm for the initial period of the contract and should be invoiced as a separate line item. Police & Yard 87 Unleaded Regular Gasoline (Truck/Trailer Delivery) 8500 gal or More Discount from OPIS Utilizing Ventura County Agreement (Los Angeles, CA OPIS Gross Weekly "Thursday" Unbranded Rack Average with CAR report (Monday- Sunday) Delivery Charge (Orange County) Police & Yard #2 ULS Diesel Clear (Truck/Trailer Delivery) 8500 gal or More Discount From OPTS Utilizing Ventura County Agreement (Los Angeles, CA OPTS Gross Weekly "Thursday" Unbranded Rack Average with CAR report (Monday - Sunday) Delivery Charge (Orange County) Total & Yard #2 ULS Diesel Red Dyed - Generators (Tank Wagon Delivery) 500 gal or less Discount From OPTS Utilizing Ventura County Agreeement (Los Angeles, CA OPIS Gross Weekly "Thursday" Unbranded Rack Average with CAR report (Monday - Sunday) Delivery Charge (Orange County) Total 25C-11 25C-12