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HomeMy WebLinkAbout498970 HILL PETROLEUM INC - CONTRACT - BID - 7327 FLEET FUEL 2012SERVICES AGREEMENT Fleet Fuel 2012 THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and HILL PETROLEUM, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services The Service Provider agrees to provide fuel services in accordance with the scope of services attached hereto as Exhibit "A", consisting of three (3) pages, and incorporated herein by this reference. 2. Contract Period This Agreement shall commence March 5, 2012, and shall continue in full force and effect until March 4, 2013, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 3. Delay If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: City: Service Provider: City of Fort Collins Purchasing Hill Petroleum PO Box 580 6501 Ralston Road Fort Collins, CO 80522 Arvada, CO 80002 In the event of early termination by the City, the Service Provider shall be paid for services 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et sec . and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. 3. ACCESS TO RECORDS AND REPORTS The following access to records requirements apply to this Contract: A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 4. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure comply shall constitute a material breach of this contract. S. TERMINATION a. Termination for Convenience The City may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the City to be paid the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. b. Termination for Default If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the City may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the City that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the City, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure The City in its sole discretion may, in the case of a termination for breach or default, allow the Contractor 15 days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to the City's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within fifteen (15) days after receipt by Contractor of written notice from the City setting forth the nature of said breach or default, the City shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude the City from also pursuing all available remedies against Contractor and its sureties for said breach or default. 11 d. Waiver of Remedies for any Breach In the event that the City elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the City shall not limit the City's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. 6. CIVIL RIGHTS REQUIREMENTS Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race. Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et sec., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, 'Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 12 (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency's overall goal for DBE participation is 9.9%. A separate contract goal has not been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as City of Fort Collins deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. d. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from the City of Fort Collins. In addition, the contractor is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor's work by the City of Fort Collins and contractor's receipt of the partial retainage payment related to the subcontractor's work. e. The contractor must promptly notify City of Fort Collins whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of City of Fort Collins. 8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any City of Fort Collins requests which would cause the City to be in violation of the FTA terms and conditions. 13 9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by (insert agency name). If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to {insert agency name), the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. 10. BUY AMERICA The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. Appendix B: Buy America Certification Certificate attached to the end of the Federal Requirements section. 11. BREACHES AND DISPUTE RESOLUTION Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the City's Director of Purchasing. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Director of Purchasing. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Director of Purchasing shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by City, Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the City and the Contractor arising out of or relating to this 14 agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the City is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the City or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 12. LOBBYING Byrd Anti -Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non -Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certificate attached at the end of the Federal Requirements section. 13. CLEAN AIR The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. 14. CLEAN WATER REQUIREMENTS The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et sec. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. 15. ENERGY CONSERVATION REQUIREMENTS The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 15 Appendix A: Certification for Contracts, Grants, Loans, and Cooperative Agreements per 49 CFR Part 20 The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form—LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, Hill Petroleum, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agre s-tl at the provis ns o U.S.C. A 3801, et seq., apply to this certification and disclosure, if an . Signature of Contractor's Authorized Official Bryant Gimlin Energy Risk Manager Name and Title of Contractor's Authorized Official 02/01/2012 Date 7327 Fleet Fuel 2012 Page 25 of 26 Appendix B: Certification requirement for procurement of steel, iron, or manufactured products per 49 USC 53230)(1) The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 53230)(1) and the applicable regulations in 49 C.F.R. Part 661.5. Date 2012 9.4�10X 7" Signature tune Company Name Hill Petroleum Title Energy Risk Manager Certificate of Non -Compliance with 49 U.S.C. 53230)(1) The budder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(1) and 49 C.F.R. 661.5, but it may qualify for an exception pursuant to 49 U.S.C. 53230)(2)(A), 53230)(2)(B), or 53230)(2)(D), and 49 C.F.R. 661.7. Date Signature_ Company Name Title 7327 Fleet Fuel 2012 Page 26 of 26 4`o�Ro® CERTIFICATE OF LIABILITY INSURANCE z/14/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Colorado BW Insurance Agency, Inc. 12000 North Washington Suite 201 Thornton CO 80241 CONTACT Jennifer Arnold NAME: PHONE (303) 451-5547 IF," C No: (303) 451-060$ L ADDRESS' INSURE SAFFORDINGCOVERAGE NAICN INSURER A:Travelers Cas Ins Co of Am 19046 INSURED Hill Enterprises, Inc., DBA: Hill Petroleum 6301 Ralston Road Arvada CO 80002 INSURERS Continental Western Group INSURER C:Pinnacol Assurance 41190 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:CL11102829803 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OFINSURANCE POLICY NUMBER POLICY EFF MMmG POUCYEXP MMmD LIMITS GENERAL LIABILITY EACH OCCURRENCE It 1,000,000 A X COMMERCIAL GENERAL LIABILITY CI -AIMS -MADE 1XI OCCUR 05695682 10/1/2011 10/1/2012 AMA R PREMISES Ea curr cumence $ 100,000 MED UP (My one person) $ 5r000 PERSONAL B AW INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 DEVIL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY 71 PRO- LOG IFCT $ AUTOMOBILE LIABILITY EeOMB`aIEEDSINGLE LIMIT 11000,000 BODILY INJURY(Per person) $ B IX MY AUTO ALL OWNED SCHEDULED AUTOS AUTOS DP293685821 10/1/2011 10/1/2012 BODILY INJURY(PeraNtlenO bHIRED AUTOS X NON-OWNEO AUTOS PROPERTY pPMAGE P r $ undednsured m.tonst $ 11000,000 X UMBRELLA DAB OCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 B EXCESS LIAB CLAIMS -MADE OEO RETENTION$ $ CU293686021 10/1/2011 10/1/2012 C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETOMPARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) NIA 4148287 6/1/2011 6/1/2012 X WCSTATU- OTH- E.L. EACH ACCIDENT S 500,000 E.L. DISEASE - EA EMPLOYEE $ 500,000 If es.descree, under DE SCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Alliance ACORD 101, Additional Remarks Schedule, If more space is required) jhume@fcgov.com City of Fort Collins Financial Services, Purchasing Division Jim Hume, Senior Buyer PO Box 580 Fort Collins, CO 80522 ACORD 25 (20101051 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Arnold/JAT�'r"`�5`r` n �oAA.Dn'In ArnRn rnRPnRATInN AD rinhle rn--A INS025(2nl on.$) ni The Ar.oRn name and Innn ar. roniefur>d m.rke of Arr1Rn rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum The City shall pay the Service provider for the performance of this Contract, subject to additions and deletions provided herein, per gallon of fuel delivered, the sum of: Transport loads, rack price, plus: • E10 Unleaded: $ .005 Markup $ .0250 Delivery charge • Diesel 610 $ .005 Markup $ .0250 Delivery charge • Diesel B20 $ .005 Markup $ .0250 Delivery charge Tankwagon loads, rack price, plus • E10 Unleaded: $ .005 Markup • E85 $ .005 Markup • Diesel B10 $ .005 Markup • Diesel B20 $ .005 Markup $ .1250 Delivery charge $ .1250 Delivery charge $ .1250 Delivery charge $ .1250 Delivery charge 6. City Representative The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service provider The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Personal Services It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 9. Acceptance Not Waiver The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 2 10. Warranty a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use. 11. Default Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 12. Remedies In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to: a. Terminate the Agreement and seek damages; b. Treat the Agreement as continuing and require specific performance; or c. Avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 13. Binding Effect This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 14. Indemnity/insurance a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit "B", consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, 215 N Mason, 2nd Floor, Fort Collins, 3 Colorado 80524, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 15. Entire Agreement This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 16. Law/Severability The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 17. Participation by Other Entities Other governmental entities may be extended the opportunity to purchase or participate in the Agreement. 18. Federal Requirements Federal requirements attached as Exhibit "C", consisting of nine (9) pages and incorporated herein by this reference, apply to this Agreement. THE CITY OF FORT COLLINS, COLORADO L� By: _ James B� O'Neill II, CPPO V Dire4giof Pur asing Risk Management Date: AP 0 D S TO FORM: sist nt City Attorney HILL PETROLEUM By: BryantGi lin, Energy Risk Manager Date: /4 Zell IJ ATTEST: 4 Exhibit A: Scope of Services 1.0 FUEL SUPPLIED Approved Terminals: The Contractor shall submit a list of all terminals currently used to load fuel. From this list of terminals, the City will select three or more "approved" terminals. The Contractor shall load all fuel for City use from these terminals only. Should the Contractor load from other than approved terminals, the City may immediately cancel this contract and all associated purchase orders. Pricing: When an order is placed by the City, the Contractor will load at the approved terminal with the lowest rack price for the day. It is the Contractor's responsibility to select the terminal with the lowest rack price. If the lowest rack price cannot be obtained, the Contractor must include an explanation along with the invoice sent to Fleet Services. State E.R.S. charges and the Federal Superfund shall be included in the Contractor's mark-up. No separate charges on any invoice for State E.R.S. and Federal Superfund shall be allowed. Terminal Price Report: The Contractor will supply the City with a terminal price report along with any invoice sent Fleet Services. This report must include, at a minimum, a complete listing of approved terminal rack prices in effect at the time the invoiced fuel was ordered. 2.0 DELIVERY AND RESPONSE TIME Drivers: The Contractor may assign no more than two drivers for Transport loads and two drivers for Tankwagon loads to deliver fuel to the City. It is the Contractor's responsibility to ensure that all drivers are properly trained and familiar with tank locations, quantities, etc. Delivery Trucks and Trailers: The Contractor must assign specific trucks and trailers for City fuel deliveries. Trucks and trailers which are used to deliver fuel to the City are to be used to haul fuel exclusively and a shipping log or delivery record must be available to the City representative at each fuel drop. The City has the right to inspect City -assigned truck/trailers. Delivery vehicles must be equipped with the proper fittings to hook-up to the City's tite-fill drop tubes. Deliveries: Transport deliveries must be made the day after the order is placed. Tankwagon loads must be delivered the same day of the order if the Contractor received the order before 11:00am. Shipments must arrive at specified destinations between the hours of 8:00 A.M. and 3:30pm. for the City of Fort Collins. A City representative must be present for all fuel deliveries at Wood Street. If possible, a City representative should be present for Transfort and for Tankwagon fuel deliveries. It is the driver's responsibility to inform the City representative that he is ready to unload. Requests for scheduled weekend/holiday deliveries must be accommodated by the Contractor. Emergencies: The Contractor must be able to provide after hours service in the event of an emergency (i.e. fire, main break, power outage, etc.). If there is an emergency, the Contractor must be able to deliver loads with a four hour notice. Invoice: All Tankwagon deliveries, except emergency deliveries, must be accompanied by an invoice from the fuel supplier in addition to a shipping log. The invoice must contain a starting and stopping stick reading or a reading from the tank gauge along with the time of delivery. All Transport loads must be accompanied by a "Bill of Lading" from the terminal where the fuel was loaded. It will be the drivers responsibility to give the City's representative the proper documentation. Fuel Supply: Any potential problems in supplying fuel must be brought to the attention of the Purchasing Division IMMEDIATELY. In the event the Contractor cannot provide fuel, the City will try to obtain fuel from an alternate source. Temporary Tanks: The City will occasionally request the use of temporary tanks for special projects. Special consideration will be given to bidders who can provide this service. On -Site Deliveries: The awarded vendor will sometimes be required to deliver fuel to City construction sites for the purpose of refueling City equipment. Such deliveries must be metered and vehicle numbers noted on the invoice. On -site deliveries must be made within the same time frame as any Tankwagon deliveries. Scheduled Deliveries: On a schedule determined by the City the Contractor will automatically top -off our smaller tanks. The driver shall stick the tanks, fill to a safe level, and record the before and after delivery stick readings on the invoice. Vapor Recovery: Contractor's delivery driver shall attach a vapor recovery hose wherever possible. 3.0 QUALITY CONTROL Fuel Specification: All fuel must be "branded" fuel, loaded from City -approved terminals. All fuel must meet or exceed applicable ASTM and Federal specifications in effect at the time of delivery. It is the Contractor's responsibility to inspect each shipment to ensure that each delivered lot meets the performance requirements and that the product is not contaminated at the time of delivery. Product Identification: Product Identification tags will be provided by suppliers as requested. Tags will conform to API standards for product identity. Testing: The City may at any time have any type of fuel analyzed upon delivery (a sample taken directly off the delivery truck) by an independent testing agency of their choice. In the event fuel does not meet specifications, all testing costs and costs associated with the removal of poor fuel and replacement with fuel meeting all specifications will be paid by the Contractor. Errors: In the event of an error resulting in the delivery of fuel being pumped into a wrong tank, it will be the responsibility of the Contractor to drain the affected tank and refill correctly at their expense. All spills and overflows, no matter what the volume, must be reported immediately to a City representative. The Contractor will be responsible for clean-up of all spills, including all associated costs. The Contractor must follow all pertinent rules and regulations governing such spills, and file all required reports. Clean-up of spills shall be completed as soon as possible. Problem Resolution: In the event of problems which are not resolved via telephone contact with the Contractor, the City's representative will notify the Contractor in writing and schedule a meeting to resolve the situation. The Contractor's representative and the City's representative shall agree on a course of action and the Contractor will have one calendar month to remedy the problems. If such problems are not remedied, the City may cancel the contract with no penalty. 4.0 INVOICING AND PAYMENTS Required Information: The Contractor, on all invoices, must show the terminal from which the fuel was loaded, the date and time the fuel was loaded, and the quantity of fuel delivered. The rack price must be on the invoice, along with the contractor's the mark-up, and delivery charge. The mark-up has to include profit, ERS charges, and Superfund charges. Invoices and terminal price reports must be emailed or faxed to Fleet Services within two calendar days and an original invoice mailed to the City no later than five calendar days after the fuel order has been delivered. Send all City invoices to: City of Fort Collins Accounting Department P.O. Box 580 Ft. Collins, CO 80522 Send invoice and terminal price report to: City of Fort Collins - Equipment Services, fax: 970-221-6857 or email to: sarmfield@fcgov.com All deliveries are priced F.O.B., Point of Shipment, prepaid unless otherwise specified. Any percentage discount allowed for prompt payment shall be shown where noted on the bid proposal forms. Whenever possible, payment will be made to conform to this discount. Invoices must be furnished exclusive of any Federal Excise Tax and State and Local Taxes 7 Exhibit B: Insurance Requirements 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement" "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insured on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. Insurance coverage shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. Exhibit C: Federal Requirements Table of Contents 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES..................................................10 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS..........................................................................................................................................10 3. ACCESS TO RECORDS AND REPORTS.........................................................................10 4. FEDERAL CHANGES........................................................................................................11 5. TERMINATION...................................................................................................................11 6. CIVIL RIGHTS REQUIREMENTS......................................................................................12 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE)......................................................13 8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS.............13 9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) ....... 14 10. BUY AMERICA...................................................................................................................14 11. BREACHES AND DISPUTE RESOLUTION......................................................................14 12. LOBBYING.........................................................................................................................15 13. CLEAN AIR.........................................................................................................................15 14. CLEAN WATER REQUIREMENTS....................................................................................15 15. ENERGY CONSERVATION REQUIREMENTS.................................................................15 Appendix A: Lobbying Certification: attached at the end of this section. Appendix B: Buy America Certification: attached at the end of this section.