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HomeMy WebLinkAbout2015-124 RESOLUTION NO. 2015-124 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 3 AND ISSUANCE OF A PURCHASE ORDER IN THE AMOUNT OF $1,500,000 TO MERIT OIL COMPANY FOR THE PURCHASE OF GASOLINE AND DIESEL 4 FUEL. 5 WHEREAS, Merit Oil Company currently has an agreement with the County 6 of San Bernardino for the purchase of gasoline and diesel fuel; 7 8 NOW, THEREFOR, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL FO THE CITY OF SAN BERNARDINO AS FOLLOWS: 9 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized 10 to execute on behalf of said City an Agreement between the City of San Bernardino and Merit Oil Company, a copy of which is attached hereto, marked as Exhibit"A" and 11 incorporated herein by this reference as fully as though set forth at length. 12 SECTION 2. The Director of Finance, or designee, is hereby authorized to issure a 13 purchase order to Merit Oil Company in the amount of $1,500,000 for FY 15-16 14 SECTION 3. The Purchase Order shall reference this Resolution Number and shall 15 read, "Merit Oil Company for the purchase of gasoline and diesel fuel. Agreement not to exceed $1,500,000 in FY 15-16" and shall incorporate the terms and conditions of the 16 agreement. 17 SECTION 4. The authorization to execute the above referenced Purchase Order and 18 Agreement is rescinded if it is not executeed by both parties withing sixty (60) days of the passage of this resolution. 19 20 21 22 /// 23 /// 24 /// 25 26 27 28 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 1 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 2 AND ISSUANCE OF A PURCHASE ORDER IN THE AMOUNT OF $1,500,000 TO MERIT OIL COMPANY FOR THE PURCHASE OF GASOLINE AND DIESEL 3 FUEL. 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 5 Common Council of the City of San Bernardino at a joint regular meeting thereof, held on the 6 15th day of June, 2015,by the following vote, to wit: 7 8 Council Members: AYES NAYS ABSTAIN ABSENT 9 MARQUEZ X 10 BARRIOS X 11 VALDIVIA X 12 SHORETT X 13 14 NICKEL X 15 JOHNSON X 16 MULVIHILL X 17 ,C 18 - .0 19 Georgea Hanna, C' � Clerk � 20 The foregoing resolution is hereby approved this �� day of June 15. 21 22 R. Carey v is, Mayor 23 City of S n Bernardino 24 Approved as to form: Gary D. Saenz, City Attorney 25 26 By.-- C 27 28 2 2015-124 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND MERIT OIL COMPANY FOR THE PURCHASE OF GASOLINE AND DIESEL FUEL This Vendor Service Agreement is entered into this 15th day of June 2015, by and between Merit Oil Company ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino"). WITNESSETH: WHEREAS, the City of San Bernardino has determined that it is advantageous and in the best interest of the CITY to contract for the purchase of gasoline and diesel fuel; and WHEREAS, this purchase is exempt from the formal contract procedures of Sections 3.04.010 of the Municipal Code, pursuant to Sections 3.04.010. B.3 of said Code, "Purchases approved by the Mayor and Common Council; and, NOW, THEREFORE,the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, CITY hereby engages the services of VENDOR to provide those products and services as set forth in Attachments "1, 2 and 3" and incorporated herein by this reference. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR up to the amount of$1,500,000 for gasoline and diesel fuel. b. No other expenditures made by VENDOR shall be reimbursed by CITY. 1 EXHIBIT "A" 2015-124 3. TERM; TERMINATION. The term of this Agreement shall be for July 1, 2015 through June 30, 2016, a period of one year. This agreement shall continue thereafter on a yearly basis unless terminated by either party with thirty (30) days written notice. Except as otherwise provided in an Order Form, this Agreement becomes effective on the date the Agreement is accepted. VENDOR reserves the right, in its discretion, to suspend or terminate this Agreement. This Agreement may be terminated at any time by thirty (30) days written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. 4. INDEMNITY. CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and volunteers from any and all claims, actions, losses, damages and/or liability resulting from CITY's negligent acts or omissions arising from the CITY's performance of its obligations under the Agreement. VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and volunteers from any and all claims, actions, losses, damages and/or liability resulting from VENDOR's negligent acts or omissions arising from the VENDOR's performance of its obligations under the Agreement. In the event the CITY and/or the VENDOR is found to be comparatively at fault for any claim, action, loss, or damage which results from their respective obligations under the Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of this comparative fault. 2 2015-124 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory workers' compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in the policy. 6. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law, except as permitted pursuant to Section 12940 of the California Government Code. 7. INDEPENDENT CONTRACTOR. VENDOR shall perform work tasks provided by this Agreement, but for all intents and purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for VENDOR and its officers, agents, and 3 2015-124 employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other license, permits, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE CITY: Public Works Fleet Management Division 182 S Sierra Way San Bernardino, CA 92408 Telephone: (909) 384-5220 TO THE VENDOR: Nuckles Oil Company DBA Merit Oil Company President—Ron Nuckles P0 Box 341 Bloomington CA 92316-0341 Telephone: (909) 877-4126 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his 4 2015-124 office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be the mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 5 2015-124 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. 6 2015-124 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND MERIT OIL COMPANY FOR THE PURCHASE OF GASOLINE AND DIESEL FUEL IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2015 VENDOR — Merit Oil Company By: Its: Dated , 2015 CITY OF SAN BERNARDINO By: Allen J. Parker, City Manager Approved as to Form: Gary D. Saenz, City Attorney By: 'dZ-�- 2015-124 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND MERIT OIL COMPANY FOR THE PURCHASE OF GASOLINE AND DIESEL FUEL This Vendor Service Agreement is entered into this 15th day of June 2015, by and between Merit Oil Company ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino"). WITNESSETH: WHEREAS, the City of San Bernardino has determined that it is advantageous and in the best interest of the CITY to contract for the purchase of gasoline and diesel fuel; and WHEREAS, this purchase is exempt from the formal contract procedures of Sections 3.04.010 of the Municipal Code, pursuant to Sections 3.04.010. 13.3 of said Code, "Purchases approved by the Mayor and Common Council; and, NOW, THEREFORE,the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, CITY hereby engages the services of VENDOR to provide those products and services as set forth in Attachments "1, 2 and 3" and incorporated herein by this reference. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR up to the amount of$1,500,000 for gasoline and diesel fuel. b. No other expenditures made by VENDOR shall be reimbursed by CITY. 1 EXHIBIT"A" 2015-124 3. TERM; TERMINATION. The term of this Agreement shall be for July 1, 2015 through June 30, 2016, a period of one year. This agreement shall continue thereafter on a yearly basis unless terminated by either party with thirty (30) days written notice. Except as otherwise provided in an Order Form, this Agreement becomes effective on the date the Agreement is accepted. VENDOR reserves the right, in its discretion, to suspend or terminate this Agreement. This Agreement may be terminated at any time by thirty (30) days written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. 4. INDEMNITY. CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and volunteers from any and all claims, actions, losses, damages and/or liability resulting from CITY's negligent acts or omissions arising from the CITY's performance of its obligations under the Agreement. VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and volunteers from any and all claims, actions, losses, damages and/or liability resulting from VENDOR's negligent acts or omissions arising from the VENDOR's performance of its obligations under the Agreement. In the event the CITY and/or the VENDOR is found to be comparatively at fault for any claim, action, loss, or damage which results from their respective obligations under the Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of this comparative fault. 2 2015-124 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory workers' compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in the policy. 6. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law, except as permitted pursuant to Section 12940 of the California Government Code. 7. INDEPENDENT CONTRACTOR. VENDOR shall perform work tasks provided by this Agreement, but for all intents and purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for VENDOR and its officers, agents, and 3 2015-124 employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other license, permits, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE CITY: Public Works Fleet Management Division 182 S Sierra Way San Bernardino, CA 92408 Telephone: (909) 384-5220 TO THE VENDOR: Nuckles Oil Company DBA Merit Oil Company President—Ron Nuckles P0 Box 341 Bloomington CA 92316-0341 Telephone: (909) 877-4126 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his 4 2015-124 office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be the mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 5 2015-124 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. 6 2015-124 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND MERIT OIL COMPANY FOR THE PURCHASE OF GASOLINE AND DIESEL FUEL IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2015 VEND R — erit O' Co By: Its: Dated , 2015 CITY OF SAN BERNARDINO By: Alle . Parker, City Manager Approved as to Form: Gary D. Saenz, City Attorney By: cQ—✓`-