Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Staff Report 5.B 7/21/2014
2 A z ULl RO� I85$ DATE: July 21, 2014 Agenda Item #5.B TO: Honorable Mayor and Members of the City Council through City Manager FROM: Dan St of 5_c_r� 1�u•ector, Public Worlcs &Utilities Leonard Olive — perations Manager SUBJECT: Resolution Approving a Three -Year Fuel Service Agreement with Two Additional One -Year Optional Extension Periods to Be Exercised at the City's Sole Discretion with Eastern Aviation Fuels, Inc. It is recommended that the City Council adopt the attached resolution to approve a Three -Year Fuel Service Agreement with two additional One -Year Optional Extension Periods to be exercised at the City's sole discretion with Eastern Aviation Fuels, -Inc. BACKGROUND The Petaluma Airport has long provided self -serve, credit card operated fueling services for 100 low lead (100 LL) aviation fuel and Jet A fuel utilizing two, 12,000 gallon above -ground fuel tanks and dispensers. Since 2000, Air Petro has provided a Chevron brand of fuel, but discontinued the Chevron brand as of May 31, 2013. The airport pumped 107,224 gallons of 100 LL and 60,480 gallons of Jet A last year. Based on pricing policies, reviewed and recommended by the Airport Commission, the City marks up the wholesale cost of 100 LL by 8% and Jet A by 16% to help defray operational costs at the airport. Staff routinely performs a local market survey to ensure that pricing is in the market price range. Airport operation fuel sales were $854,697 for FY 12-13. The previous Fuel Agreement with Air Petro, purchased by World Fuel Services in 2013, expired in November 2013, and the Airport has been purchasing fuel from World Fuel Services on a month-to-month basis since last fall. On May 15, 2014, staff issued an Invitation to Bid (ITB) to five regional vendors and advertised the ITB in the Argus Courier newspaper. DISCUSSION ITBs for the Airport Fuel Service Provider were advertised and submitted to five regional vendors on May 15, 2014. Three bids were received and opened on June 4, 2014. Agenda Revi 9 n City Attorney 1 Finance Director City Manager _, __ Bid Results Bidder Amount Eastern Aviation Fuels, Inc. $534,760.80 World Fuel Services $553,856.39 Epic Aviation, LLC. $567,822.00 The bids were evaluated by the Petaluma Airport Commission Operations sub -committee on June 9, 2014 for the lowest priced, branded, qualified bidder. Eastern Aviation Fuels, Inc., which sells Shell branded fuels, was determined to be the lowest bidder. On July 1, 2014, the Airport Commission voted to recommend Eastern Aviation Fuels, Inc. as the Airport's Fuel Service Provider to the City Council. If approved by Council, staff intends to issue a purchase order to the successful bidder. FINANCIAL IMPACTS The sale of Aviation Fuel FY 12-13 was $854,697 representing 45% of the Airport's Revenue. Staff does not anticipate any significant change in the net income earned by the airport as a result of the recommended action. ATTACHMENTS 1. Resolution 2. Procurement Request for Avgas 3. Procurement Request for Jet A 4. Signed Invitation to Bid from Eastern Aviation Fuels, Inc., as backup documentation to procurement requests for Avgas and Jet A Attachment 1 RESOLUTION APPROVING A FUEL SERVICE AGREEMENT OF UP TO FIVE YEARS WITH EASTERN AVIATION FUELS, LLC AND AUTHORIZING THE CITY MANAGER TO EXECUTE ALL DOCUMENTS NECESSARY TO COMPLETE THE TRANSACTION WHEREAS, the previous non -branded Fuel Service Agreement with World Fuel Services expired on November 30, 2013 and deliveries have been month-to-month since then; and WHEREAS, on May 15, 2014 an Invitation to Bid for an Airport Fuel Service Provider was advertised in the Argus Courier and sent to five regional aviation fuel vendors with a return date of June 4, 2014; and WHEREAS, the lowest priced branded fuel vendor was Eastern Aviation Fuels, Inc. which sells the Shell brand; and WHEREAS, at its July 1, 2014 meeting, the Petaluma Airport Commission recommended awarding a three-year fuel service agreement with two additional one-year options to Eastern Aviation Fuels, Inc. as the new Airport's Fuel Service Provider. NOW, THEREFORE, BE IT RESOVED that the City Council of the City hereby: 1. Approves the Three -Year Fuel Service Agreement with two additional One -Year Optional Extension Periods with Eastern Aviation Fuels. 2. Authorizes and directs the City Manager to execute the Fuel Service purchase order and other related documents. wrLU Attachment 2 CITY OF PETALUMA / PROCUREMENT REQUEST 186Q DEPARTMENT: DEPARTMENT NO.: SHIP TO: P.O. NUMBER: I 1 REQUESTED BY: ''T-_ppDAyS DATE: 13� ' 014 �, �• - Ava(11,�--_a`j�Z1 J L -� -- � TELEPHONE# DATE REQUIRED: TERMS: DATE: VEJ�IQ�RA�ME�: r �. 1 IBJ ii Y 711�.'tJ h'l4Pil`� .L.'+�C3. VENDOR ID: NOTES: CONTACT NAME: REQUIRED TELEPHONE#:35'W� ,; T a5 4 .2",� llti.t Mr�,=r+f S y ya v* i t(. { ��1¢u�y. yypp�(�{{��{��{r J �}KI F Y''7� ly5 �k i .Y ,,.�aF.PI�%�n�irx°1"+t F]�YrypSH,y�} F� P 1 1 ?` i g' d .,I�}y+e k 1 i Y 4 w kw-iIE l ti ;� � '� - �'e �,:41.fi �1 .*-Fi al IEEE 1$ d. ua t_ _ .R[ �i'� {{ .M" h 1 h l 1 v` 1. §j .?- n 1-.�:. �. .Y� _. ,.. V.a i -4n- m.^ ,... -., ... ti REQUIRED FAX ll -,?S7 LL$ j N y� ('��y 1J ryt'ti}"-�MT Cytit IVLil a+..� �., \ Jr {+r' �.- Lely 'rip*!N Y. - �s El',,,G4't•.4-i * �'n � fk 1 �E' i ''' � r rz;+*5 6 � " `e§, ,' LINE DESCRIPTION: QTY UNITS UNIT PRICE EXTENSION kA ss 100 LL I'r 1' i Ca t� C' `UJ �% - r-wO I ned f Yi I T(?o ti - - `-3tiv' rll A t -6 K7 i i , FUNDING SOURCE 8 BUDGET ACCOUNT: SUBTOTAL $ UUVV L -V SHIPPING $ TAX $ TOTAL COST $ I HEREBY CERTIFY THAT THE ARTICLES OR SERVICES REQUESTED HEREON ARE NECESSARYFOR USE IN THIS DEPARTMENT AND THAT FUNDS ARE AVAILABLE TO COVER COST OF SAME. DEPARTMENT AUTHORIZED SIGNATURE: X DATE: n..nx. yY�F ,t Ps�PIN,Ar>ECEtR;"GTOld,'n ' •` ' �IFY MhI+•la,,t'+`,:`_ ,., ;t , 'F .:_i'tYRC`> ,tTT'-i"`"s'. x.. X DATE: DATE: DATE: WHITE, CANARY and PINK TO FINANCE DEPT. RETAIN GOLDENROD FOR DEPARTMENTAL FILES Attachment 3 CITY OF PETALUMA / PROCUREMENT REQUEST E�PfARTMENT: ,}. ,, u pp jj D.'C.�d (,tu1t'zt'�I litlz5 DEPARTMENT NO.: SHIP TO: P.O. NUMBER: ----Vu bIG 1 R UES�([E�DIBttY::^ iL��TG�i TODAYS DATE: sk\4tyy 06 1 C(c.{ 5 TELEPHONE# 1bi--nq- 44o DATE REQUIRED: TERMS: DATE: VENDOR NAME:: CC VENDOR ID: NOTES: CONTACT NAME: 00 _Z.y , REQUIRED TELEPHONE #:!I 4 r &33 �`� VJI._?�-�I2t�- REQUIRED FAX 4: W70 LINE DESCR@IPTAION: QTY UNITS UNIT PRICE EXTENSION (� IE) r�CIE) nn '✓ (2 11 , VV IS' Or f it • ' i iY� !-I - V Ml 4- -- - A Vi ,yi fie I FUNDING SOURCE 8 BUDGET ACCOUNT: SUBTOTAL $ ALJ l�J (91 co /1 oo_s3hu O SHIPPING, $ TAX $ TOTAL COST $ I HEREBY CERTIFY THAT THE ARTICLES OR SERVICES REQUESTED HEREON ARE NECESSARY FOR USE IN THIS DEPARTMENT AND THAT FUNDS AREA VAILABLE TO COVER COST OF SAME, DEPARTMENT AUTHORIZED SIGNATURE: X DATE: X X X DATE: DATE: DATE: WHITE, CANARY and PINK TO FINANCE DEPT. RETAIN GOLDENROD FOR DEPARTMENTAL FILES Attachment 4 Eastern AMadona Fuegs, Mr. Mick Kendall Gir:rr V:ai Cco;i Sale: i. D-.,&kpn;=a Tal I -20r! 3 i1 -?7 1901 N/i;Liia lane Fox 252 -c33 -:i 1!: CLico. C". 95?26 Cell 212-57 i+ m4._ndalbJ-�N=_moaioticnloah �: m rar..-�sieino•r.ationlu_h .or ®R Shell Avivi6on e.diri.: dLbiLma: c: 6mr.Ja9 onoo;a &talo L -+]ally �d F. J ir. U3 me IVIVARK11101 �' �i I lin This Invitation to Bid (ITB) serves as a notice inviting bids in accordance with Petaluma Municipal Code 4.04.080. The City of Petaluma is seeking bids for the following: Fuel Service Provider for the Petaluma Municipal Airport ITS 2014-001 Sealed written responses must be received at the address below no later than the date, time and location indicated for the Bid Opening. Submittal by fax is not acceptable. BID NUMBER: ITS 2014-001 COMMODITY TITLE: Fuel Service Provider for the Petaluma Municipal Airport BUYER REPRESENTATIVE: BUYER TELEPHONE: OBTAINING BID DOCUMENTS ISSUE DATE: DATE: TIME: LOCATION: MAILING ADDRESS: Bob Patterson (707) 778-4404 I Fax (707) 778-4405 Contact Buyer Representative May 15, 2014 lF •1 . '; 1 June 4, 2014 3:30 PM City Clerk's Office City of Petaluma 1 I English Street Petaluma, CA 94952 BID CONTENTS Section A: Background Information Section B: Instructions to Bidders Section C: Bid Proposal Sheet Section D: Terms and Conditions Section E: Specifications SECTION A BACKGROUND Uqr, ORMATION The City of Petaluma (CITY) is located 32 miles north of San Francisco at the gateway to Sonoma County and centrally located in the North Bay. Petaluma's population is close to 60,000. The Petaluma Airport has two (2) 12,000 gallon above ground fuel tanks, one for 100 Low Lead (LL) and one for Jet A. I DOLL is available through the use of a self-service QT Technologies Site Minder M3000 card reader which was installed approximately four years ago. Jet A sales are dispensed through a 2,500 gallon truck and processed by Airport staff through Desk Top Solutions. The quantities in this Invitation to Bid are estimates only based on past sales history and are given as a basis for comparison of bids only. CITY does not guarantee a minimum or maximum quantity of any product to be purchased. CITY reserves the right to increase or decrease quantities listed to meet the needs of CITY during the period of any contract awarded pursuant to this invitation. Fuel Purchase History for Petaluma in Gallons Fiscal Year 100 LL Jet A 2007/2008 127,005 47,169 2008/2009 129,749 40,751 2009/2010 113,038 59,072 2010/2011 95,389 77,360 2011/2012 101,866 75,420 20] 212103 107,224 60,480 ITB 2014001 2 5/6/14 SECTION B INSTRUCTION TO BIDDERS 1. Bid Preparation: A. Bid format: Bids must be typewritten or prepared in ink and must be submitted on the forms provided in this Invitation for Bid. No oral, telegraphic, telephone or facsimile bids will be accepted. B. Conformance to bid requirements: Bids must conform to the requirements of the Invitation for Bid. All necessary attachments (certifications, bid bond, fist of subcontractors, etc.) must be submitted with bid and in the required format. Failure to comply with all requirements may render a bid non-responsive and result in bid rejection. C. Exceptions: Any deviation from the bid specifications, requirements, plans, terms and/or conditions must be noted in Section C, Bid Proposal under Exceptions to Specifications or Recduirements. Exceptions to the specifications and/or requirements contained herein shall be fully described and explained in writing by the CONTRACTOR in the space provided in Section C, Bid Proposal. CITY reserves the right to accept or reject any exceptions at its sole discretion. Any bid exceptions not accepted by the CITY may result in rejection of the bid proposal as non- responsive. D. Signature on bid: Bids must be signed in ink by an authorized representative of the bidder. Signature on a bid certifies that the bid is made without connection with any person, firm or corporation malting a bid under the same solicitation and is in all respects fair and without collusion fraud. Signature on the bid also certifies that bidder has read and fully understands all bid specifications, plans, terms and conditions and agrees to enter an agreement on the terms included with the bid invitation in Section D if awarded a contract. Bidder signature on the bid also acknowledges the bidder's understanding that if the bidder is awarded a contract and fails to timely satisfy all requirements for formation of a contract, including by providing all required certifications, security, evidence of insurance, endorsements, etc., the bidder's bid security will be forfeit and the CITY may recover the full amount of the bid security from the bidder or the bidder's surety. E. Modifications: Modifications or erasures made before bid submission must be initialed in ink by the person signing the bid. Bids, once submitted may be modified in writing before the time and date set for bid closing. Any modifications shall be prepared on company letterhead, signed by an authorized representative and state the new document supersedes or modifies the prior bid. Modification must be submitted in a sealed envelope clearly marked "Bid Modification" and identifying the ITB number and closing date. Bidders may not modify bids after the bid deadline. F. Bid withdrawals: Bids may be withdrawn in writing on company letterhead signed by an authorized representative and received by the City Cleric's office prior to the ITB 2014-001 3 5/6/14 bid deadline. Bids may be withdrawn in person before the bid deadline upon presentation of appropriate identification. 2. Bid Submission: A. Bids must be received prior to the deadline noted on the cover sheet and below. No bid received after the deadline time and date will be considered. Bids received after the bid deadline will be returned unopened. To assure your bid is properly received, note the ITB number (2014-001) in the lower left hand corner of your envelope. B. Section C —BID PROPOSAL LS TO BE COIVIPLE'IE D 1N FULL. SIUNEL AND SUBMITTED. Failure to complete all elements of Section C —Bid Proposal or to submit all required information prior to the bid deadline may result in your bid being deemed non- responsive not considered for evaluation. C. FEDERAL AND STATE TAX: The CITY is exempt from excise taxes and transportation tax. Tax exemption certificates will be signed for supplies delivered to the CITY upon request Kindly bid without these taxes. Transportation tax requires no exemption certificates, but goods must be consigned to the CITY. California State and local sales taxes will be paid in accordance with the contract payment schedule. 3. Bid opening: Bids will be opened at the time and date indicated in this Invitation to Bid. The time kept by the City Clerk will be the official time for determining the bid deadline. 4. Bid Evaluation and Award: A. Award of Purchase Contract: If a contract is awarded pursuant to this invitation, a contract shall be awarded to the lowest responsive and responsible bidder based on the average daily fuel cost for the three (3) calendar months immediately preceding the bid deadline for nearby airports as specified in Section C of the bid. CONTRACTOR shall provide three (3) months of price data to substantiate the bid unit prices. B. Bidder responsibilityleligibility will be determined based on the CITY'S determination of the bidder's qualifications to perform the contract, including the following: o CONTRACTOR qualifications and experience: Eligible bidder shall be capable of demonstrating at least five (5) continuous years of experience related to products and services addressed in these bid documents within the greater North Bay Area Region. o Availability of service and support: eligible bids must include all the required materials and services listed in the contract, including, without limitation, those listed in Section E, item 2. o References from current and/or past customers — eligible bidders must provide contact information for at least three references with whom CITY staff are able to verify that the bidder performed satisfactorily, see Bid Form o Bidder shall provide information requested by the CITY within 48 hours of requests received in writing or e-mail. ITB 2014-001 5/6/14 10 C. CITY shall, in its sole discretion, be final judge in determining whether a bidder is responsible/ eligible for award of a contract, subject to applicable law. The City Council reserves the right to issue addenda to the bid invitation, to reject any or all bids in whole or in part and may waive any irregularities or informalities in any bids, subject to applicable law, and t to accept bids on individual items fisted, on group items, or on the proposal as a whole; and to accept the bid that satisfies the requirements for award and that appears from all consideration to be in the best interest ofthe CITY. 5. Results of the ITB: A tabulation of all bids received shall be open for public inspection during regular business hours for a period of not less than 30 calendar days ager bid opening. 6. If you have any questions pertaining to the material contained herein, contact Bob Patterson, Airport Manager, (707) 778-4404. ITS 2014-001 5 516114 SECTION C CONTRACTOR TO COMPLETE ALL ENTRIES FUEL BRAND NAME: Item No Description Estimated Quantity Contract Unit Price Credit Card Fee Total Unit Price Total Price 1. AVGAS 100 LL 95,00.0 0979 "Y ,nO7. 00 00 2. JETA 43,000 �.�46 t�My�� � a " � sm s TOTAL BIDgn *Note: In case of error in extension of price into the total price column, the unit price will govern. Total Amount of Bid (written in words) is: ii'W"'D 3 Cto11:0 Void ©ou.4dS PW Vdtfff-Y v6'JJS Dollars and Cents. In the event of discrepancy between words and figures, the words shall prevail. Figures 1. Estimated quantity in gallons 2. Contract Unit Price — See BA.A. Price is per gallon. 3. Nearby airports shall be all airports within the region subject to the same pricing structure as would apply to the CITY. 4. Credit Card Fee: Fee for processing payment from a Qualified Visa or MasterCard for using the Fast Pay system, as applicable for one gallon. (i.e. Fee converted to a S per gallon based on bid contract unit price) 5. Total Unit Price is the sum of Contract unit price and the credit card fee. 6. Total Price: Product of Estimated Quantity and Total Unit Price. 7. Total Bid: Sum of Total Price for all Bid Items. ITB 2014-001 6 5/6114 12 BED PROPOSAL (Continued) EXCEPTIONS TO SPECIFICATIONS OR REQUIREMENTS: (Attach additional pages if needed) SUPPLEMENTAL INFORMATION: 1.) Payment Discount Terms: Describe any cash discounts offered based on early payment of invoices or other incentives. Discounts may be used in evaluation of bids. (Attach additional pages 2 ) Credit Card Fees Charged: (Attach additional pages if necessary) 3.) Three -Month Pricing History Attach tables showing daily prices for each bid item charged to a nearby airport as required by Paragraph BA.A. ITB 2014-001 516114 13 Credit Card Type Fast Pay Percent Fee S LL IYUikTI OV3 ew-il- i ilr a`'�9J6L_ Pelm 3 - GRi 5 (hr ` a vispi I (Attach additional pages if necessary) 3.) Three -Month Pricing History Attach tables showing daily prices for each bid item charged to a nearby airport as required by Paragraph BA.A. ITB 2014-001 516114 13 Appendix A PAO% C O Aviation CY Shell Aviation Credit Card Merchant Fees Shell US Transactions Fees to Merchants Schedule by Card Type Card Type 24 hour 48 hour 7 days 14 days 28 days Shell Aviation 0.000% 0.0000/0 0.000% 0.000% 0.000% Shell Contract Fuel 0.000% 0.000% 0.000% 0.000% 0.000% Shell Retail (Fleet) 0.000% 0.000% 0.000% 0.000% 0.000% Shell Citi MC - qualified 0.000% 0.000% 0.000% 0.000% 0.000% Shell Citi MC - unqualified tier 1 0.000% 0.000% 0.000% 0.000% 0.000% Shell Citi MC - unqualified tier 2 0.000% 0.000% 0.0000/0 0.000% 0.000% Multi Service 3.000% 3.000% 3.000% 3.000% 3.000% Visa - qualified 2.375% 2.375% 2.375% 2.375% 2.375% Visa - unqualified tier 1 3.350% 3.3500/a 3.350% 3.350% 3.350% Visa - unqualified tier 2 3.550% 3.550% 3.550% 3.550010 3.550% MasterCard 2.3750/a 2.375% 2.3750/a 2.375% 2.375% MC - unqualified tier 1 3.3500/a 3.3500/a 3.3500/a 3.350% 3.350% MC- unqualified tier 2 3.550% 3.5500/a 3.550% 3.550% 3.550% American Express 3.250% 3.250% 3.250% 3.250% 3.25001° Discover 3.000% 3.000% 3.000% 3.0009/o 3.0009/h AVCARD 3.000% 3.0000/a 3.000% 3.000% 3.000% Comdata Aviation 3.200% 3.200% 3.200% 3.200% 3.200% Comdata MasterCard 3.2000/a 3.200% 3.200% 3.200% 3.2000/a AIR Card - DESC3.250°!a 3.250% 3.250% 3,250% 3.250% AIR Card - Local 3.250% 3.250% 3.250% 3.250°!° 3.250% Shell Aero Class Initial Pay Rate: $0.010 per point and 90.010 per gallon of Fuel pald to Eastern. Qualified - Means a transaction that has been swiped through the POS machine and has been settled on the same calendar day as the authorization occurred. Non Qualified Tier 1 - Means a transaction that has been manually keyed (non swiped) OR a transaction which was not settled on the same calendar day as the authorization occurred OR was submitted from a device not certified by SAPC to process qualified transactions. Non -Qualified Tier 2- Means a transaction that has not been settled electronically (paper ticket) OR a transaction which has not been settled to SAPC within two calendar days from authorization. Settlement Days in Business Days, excluding bank holidays All paper tickets attract an extra 0.15% and 3-4 weeks Settlement Term. 14 SID PROPOSAL (Continued) 4.) References: Bidder must identify the three (3) airports from among those listed in Section B, item 4 to which the bidder supplies fuel for retail sales and provide a history of 100LL and Jet A prices charged to the airports for the three (3) months immediately prior to the bid deadline. (Use form below or attach information to Bid Proposal) REFERENCE NO.1 Airport Name: C,;70C 7 J f/(W) >�i1UP 3' (NO a, Address: Telephone # / Fax #: 134 " �q -7 C 09-7 2A 03 Contact Name: -i's tJuf Description of Services: Three months pricing history 9A:F 151 kA -nolle) Qom Wr iio4+eo5 7-T ]ver— L46Sa $�9'7" 11051 REFERENCE NO.2 Airport Name: 4°Ajij dGa PA'L.- Address: ASO Ltit`mw 'SgV-4"k 1 Telephone # / Fax #: �70 7 `133— 054-12 Contact Name: Gfiap"`/ t4ouet W ITB 2014-001 5/6/14 15 Description of Services: Three months pricing history N®. 3 Airport Name: +sM COWTV tytgie8r' - so(fwd+° Address: Telephone # / Fax #: q 9 b - 2,29' & Contact Name: Mud (zSF-hTt7 Description of Services: 1)05wl)(50 UlbTLmtV,- 9-0114. Three months pricing history ter=-,• ITB 2014-001 74 a-7 0190POU, 5/6/14 ILO mamma mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmma m®ammommommmmmmmmm mmmmmmmm mmmm mmmm mmmmmmmmmm The undersigned declares that before preparing this bid, he/she carefully read the specifications and requirements for Bidders and that this bid is made with full knowledge of the kind, quality and quantity of services and equipment to be furnished, and this bid is as stated on documents submitted in response to the CITY's Invitation to Bid. The undersigned offers and agrees, if this bid is accepted to provide all necessary documents to enter into a contract in accordance with the terms specified in Section D to furnish any or all of the items upon which prices are offered at the price set opposite each item, delivered at the designated point(s)pv )iin the time�pecified. po R> 12327 Address of Bidder U) �j 'C-/ City j Telephone Number of Bidder 0 j Pr Contractor's License Number ITB 2014-001 10 Name of Bidder (print) 1-s- i �,53 Fax Number of Bidder License's Expiration Date 516/14 17 required to be supplied, the CONTRACTOR shall pay such royalties and secure such valid licenses as may be requisite for the CITY, its officers, agents, and employees, or any of them to use such invention, article, materials or appliances without being disturbed or in any way interfered with by any proceeding in the law or equity on account thereof Should the CONTRACTOR neglect or refuse to make the substitution promptly or to pay such royalties and secure such licenses as may be necessary, then in the event the CITY shall have the right to make such substitution or the CITY may pay such royalties and secure such licenses and charge the CONTRACTOR even though final payment under the contract may have been made. 21. INDEMNITY AND BOLD HARMLESS AGREEMENT: To the maximum extent permitted by law, CONTRACTOR shall, at its own expense, indemnify, defend with counsel acceptable to the CITY, (which acceptance will not be unreasonably withheld), and hold harmless CITY and its officers, officials, employees, agents and volunteers ("Indemnitees") from and against any and all liability, loss, damage, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, civil penalties and fines, expenses and costs (including, without limitation, claims expenses, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature, whether actual, alleged or threatened, arising out of or in connection with CONTRACTOR's performance under this Contract or CONTRACTOR's failure to comply with any of the terms of this Contract, regardless of any fault or alleged fault of the Indemnitees. The CONTRACTOR's obligation to indemnify, defend and hold harmless under this provision shall not be excused because of the CONTRACTOR's inability to evaluate Liability, or because the CONTRACTOR evaluates Liability and determines that the CONTRACTOR is not or may not be liable. The CONTRACTOR must respond within 30 calendar days to any tender for defense and indemnity by the City, unless the time for responding has been extended by an authorized representative of the City in writing. If the CONTRACTOR fails to accept tender of defense and indemnity within 30 calendar days, in addition to any other remedies authorized by taw, so much of the money due or that may become due the CONTRACTOR under this Contract as shall reasonably be considered necessary by the CITY, may be retained by the City until disposition has been made of the matter subject to tender, or until the CONTRACTOR accepts the tender, whichever occurs first. In the event that the CITY must file responsive documents in a matter tendered to CONTRACTOR prior to CONTRACTOR's acceptance of tender, CONTRACTOR agrees to fully reimburse all costs, including but not limited to attorney's fees and costs and fees of litigation, incurred by the CITY in filing such responsive documents. The CONTRACTOR waives any and all rights to express or implied indemnity against the Indemnitees concerning any Liability of the CONTRACTOR arising out of or in connection with the CONTRACTOR's performance under this Contract or failure to comply with any of the terms of this Contract. ITB 2014-001 15 5/6/14 18 SECTION D TERMS AND CONDITIONS 1. DEFINITIONS: a. "CONTRACT" means the entire written agreement between the parties, including but not limited to the Invitation to Bid and its specifications, terms and conditions; instructions to bidders; change notices, if any: the accepted bid; and the purchase order or price agreement document. b. "CONTRACTOR" means a person or organization with whom the City of Petaluma has contracted for the purchase of goods or services. c. "CITY" means the CITY of Petaluma, California. 2. STANDARD AND SPECIAL TERMS AND CONDITIONS: The terms and conditions on these pages are standard to CITY contracts for the purchase of equipment, materials and supplies. There may also be special terms and conditions in an Invitation to Bid which apply only to this contract. 3. MATERIALS & SERVICES: Materials used and services performed shall be in accordance with the terms of this contract and approved recommendations of the manufacturer. 4. NOTICES: Except as otherwise specifically provided in this Invitation to Bid and the resulting Purchase Contract or Purchase Order, any notice, submittal or communication required or permitted to be served on a party hereto, may be served by personal delivery to the person or the office ofthe CONTRACTOR. Service may also be made by certified mail or recognized overnight delivery service, postage prepaid, to the person and address stated in the Invitation to Bid and/or the resulting Contract or Purchase Order. 5. MODIFICATION: The CITY, at any time, may issue a written change order for any modifications. Such modifications shall be the result of negotiation and agreement between both parties. Oral change orders are not permitted. No change in this Contract shall be made unless the CITY gives its prior written approval. The CONTRACTOR shall be liable for all costs resulting from any unauthorized changes to the Invitation to Bid, Purchase Order or Purchase Contract. 6. BREACH OF CONTRACT: Should CONTRACTOR breach any of the provisions of this contract, the CITY reserves the right to cancel this contract upon written notice to CONTRACTOR. CONTRACTOR shall be liable for any and all damages incidental and consequential suffered by the CITY as the result of the CONTRACTOW s breach of contract. The CITY shall have any and all remedies provided under the law in the event of a breach of contract by Contractor. In the event of repeated breach of public and/or private contracts, CONTRACTOR shall be subject to disqualification as a bidder on CITY contracts. ITS 2014-001 11 516114 19 TERMINATION OF CONTRACT TO PURCHASE: If at any time, in the opinion of the City Manager or his designee, 1) CONTRACTOR fails to conform to the requirements of this contract; 2) CONTRACTOR seeks relief under any law for the benefit of insolvents or is adjudicated bankrupt; 3) any legal proceedings are commenced against CONTRACTOR which may interfere with the performance ofthe contract; or 4) CONTRACTOR has failed to supply an adequate working force, or material of proper quality, or has failed in any other respect to prosecute the work with the diligence and force specified and intended in any by the terms of the contract, notice thereof in writing may be served upon the contractor; and should he neglect or refuse to provide means for a satisfactory compliance with the contract as directed by the CITY within the time specified in such notice, the City Manager or his designee in any such case shall have the right and power, at its option and without prejudice to any other right it may have, to terminate the contract. Any excess of the cost arising there from will be charged against the CONTRACTOR and CONTRACTOR'S sureties, who will be liable thereof. In the event of such termination. all monies due the CONTRACTOR or retained under terms of the contract shall become due to the CONTRACTOR less any expenses or damages home by the CITY as a result of the termination; but such termination will not release the CONTRACTOR or CONTRACTOR's sureties from liability for failure to fulfill the contract. 8. WARRANTIES: CONTRACTOR warrants all supplies delivered to be free from defects in labor, material and manufacture and to be in compliance with bid specifications. All implied and expressed warranty provisions of the Uniform Commercial Code are incorporated in this contract. All warranties shall run to the CITY. DELIVERY: All deliveries shall be F.O.B. destination with all transportation and handling charges prepaid by the CONTRACTOR Responsibility and liability for loss or damage shall remain with CONTRACTOR until final inspection and acceptance by the CITY when responsibility shall pass to the CITY except as to latent defects, fraud and CONTRACTOW s warranty obligations. 10. INSPECTION AND TESTING: The CITY reserves the right and shall be at liberty to inspect and test all supplies at times and places determined by the CITY, and shall have the right to reject all materials and workmanship which do not conform to the specification provided; however, the CITY is under no duty to make such inspection. Nothing is this paragraph shall adversely affect the CITY's right as buyer. 11. ACCEPTANCE AND PAYMENT: Acceptance shall be made at the time all supplies are delivered into the CITY fuel tanks as determined by and to the satisfaction of the CITY. Acceptance of the supplies shall be determined on the basis of technical completeness, performance and adherence to the operational requirements and functions of the specifications. Payment to CONTRACTOR will be made within thirty (30) days upon delivery. In connection with any cash discount specified on the bid form, time will be computed from the date of delivery, or from date correct invoices are received in the City Finance Office, 11 English Street, PO Box 61, Petaluma, CA 94952, if the latter date is later than the date of ITB 2014-001 12 5/6/14 20 delivery of the original incorrect invoice. For the purpose of earning the discount, payment is deemed to be made on the date of mailing the CITY check or transfer of funds. 12. ASSIGNMENT AND SUBCON'T'RACTING: The CONTRACTOR shall not assign or subcontract the work, or any part thereof; without the prior written consent of the CITY, nor shall he/she assign, by power of attorney or otherwise, any of the money payable under this contract unless written consent of the CITY has been obtained. No right under this contract, nor claim for money due or to become due hereunder shall be asserted against the CITY, or persons acting for the CITY, by reason of any so-called assignment of this contract or any part thereof, unless such assignment has been authorized by the written consent of the CITY. In case the CONTRACTOR is permitted to assign monies due or to become due under this contract the instrument of assignment shall contain a clause subordinating the claim of the assignee to all prior liens for services rendered or materials supplied for the performance of work. Should any subcontractor fail to perform in a satisfactory manner the work undertaken by the subcontractor, CONTRACTOR's subcontract shall be immediately terminated by the CONTRACTOR upon notice from the CITY. The CONTRACTOR shall be fully responsible and accountable to the CITY for the acts and omissions of Contractor's subcontractors, and of persons directly or indirectly employed by them, as the CONTRACTOR is for the acts and omissions of persons directly employed by him. Nothing contained in this contract shall create any contractual relation between any subcontract and the CITY. 13. SEVERABILITY: If any provision of this contract is declared by a court to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected; and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the particular provision held to be invalid. 14. COMPLIANCE WITH APPLICABLE LAWS: CONTRACTOR shall comply with all federal, state and local laws, codes, regulations and ordinances applicable to the provision of goods to be purchased under this contract. Failure to comply with such requirements shall constitute a breach of contract and shall be grounds for contract cancellation. Damages or costs resulting for noncompliance shall be the sole responsibility of CONTRACTOR- 15. ONTRACTOR 15. GOVERNING LAW, JURISDICTION AND VENUE: CONTRACTOR shall ensure compliance with all federal, state and local requirements related to its business and activities upon airport property. This contract shall be governed and construed in accordance with the laws of the State of California, without resort to any jurisdiction's conflict of laws rules or doctrines. Any claim, action, suit, or proceeding (collectively "the claim") between the CITY (and/or other agency or department of the CITY) and the CONTRACTOR that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Superior Court of Sonoma County for the State of California. Provided however, if the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Northern California. CONTRACTOR hereby consents to thejurisdiction of said courts. ITB 3014001 13 5/6/14 21 16. WAIVER: Failure of the CITY to enforce any provision of this contract shall not constitute a waiver or relinquishment by the CITY of the right to such performance in the future nor of the right to enforce any other provision of this contract. 17. CALIFORNIA OSHA RULES AND REGULATIONS: All machinery, materials, supplies and equipment furnished shall be in full accordance with all currently applicable Cal/OSHA rules and regulations. CONTRACTOR warrants that be and each of his subcontractors shall, in performance of this contract or purchase order, comply with each and every compliance order issued pursuant to Cal/OSHA. CONTRACTOR assumes full and total responsibility for compliance with Cal/OSHA standards by his subcontractors as well as himself. The cost of complying with any compliance order and payment of any penalty assessed pursuant to Cal/OSHA and the cost of placing non -conforming machinery, supplies, materials and equipment in compliance with Cal/OSHA shall be borne by the CONTRACTOR. CONTRACTOR shall save, keep and hold harmless the CITY, and all officers, employees and agents thereof, from all liability, cost or expenses in law or in equity which may at any time arise or be set up because of CONTRACTOR's, or his subcontractors', non-compliance or alleged non-compliance with Cal/OSHA requirements, or failure to provide machinery, materials, supplies or equipment which conforms to Cal/OSI'IA. Nothing contained herein shall be deemed to prevent the CONTRACTOR or his subcontractors from otherwise allocating between themselves responsibility for compliance with Cal/OSIIA requirements; provided however, that the CONTRACTOR shall not thereby be, in any manner whatsoever, relieved of his responsibility to the CITY as hereinabove set forth. 18. SAFETY AND HEALTH REQUIREMENTS: Equipment and supplies supplied shall comply with all federal Occupational Safety and Health Administration (OSHA) requirements. 19. MATERIAL SAFETY DATA SHEETS: CONTRACTOR shall provide the CITY with a Material Safety Data Sheet for any equipment and/or supplies provided under this contract, which may release or otherwise result in exposure to a hazardous chemical under normal conditions of use. In addition, CONTRACTOR must label, tag or mark such goods. 20. PATENTS AND ROYALTIES: The CONTRACTOR, if his bid is accepted, shall defend any and all suits and assume all liability for the use of any patent process, device or article forming a part of the apparatus or any appliance famished under the contract. All costs involved in fees, royalties or claims for any patented invention, article, process or method that may be used upon or in any manner connected with the supply of this material/equipment shall be paid by the CONTRACTOR Should the CONTRACTOR, his agent or employees or any of them be enjoined from furnishing or using any invention, article, material or plans supplied or required to be supplied or used under the contract, the CONTRACTOR shall promptly substitute other articles, materials or appliances in lieu thereof equal finish, efficiency, quality, suitability and market value, and satisfactory in all respects to the CITY. Or in the event that the CITY elects, in lieu of such substitution, to have supplied and to retain and use any such inventions, articles, materials or plans as may be WRIME-111101 14 5/6/14 22 22. FORCE MA.WURE: Neither party to this contract shall be held responsible for delay or default caused by fire, riot, acts of God and /or war, which is beyond that party's reasonable control. The CITY may terminate this contract by written notice after determining such delay or default will reasonably prevent successful performance of the contract. 23. BUSEWSS TAX: CONTRACTOR'S, who are awarded a CITY contract, must pay a CITY business tax pursuant to CITY Ordinance. 24. INSURANCE REQUIREMENTS: CONTRACTOR's performance under this contract shall not commence until CONTRACTOR has obtained all insurance required under this paragraph and such insurance shall have been approved by the City Attorney as to form and the Risk Manager as to carrier and sufficiency. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. CONTRACTOR shall procure and maintain for the duration of the contract all necessary insurance against claims now and in the future for injuries to persons or damages to property which may arise from or in connection with the performance of the contract by the CONTRACTOR, the CONTRACTOR's agents, representatives, employees and subcontractors. Required professional liability insurance shall be maintained at the level specified herein for the duration of this Agreement and any extension thereof and for twelve additional months following the Agreement termination or expiration. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage: a. Personal injury; b. Contractual liability. C. Explosion 2. Insurance Services Office form covering Automobile Liability, code 1 (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Pollution Liability. 5. Such other insurance coverages and limits as may be required by the CITY. B. Minimum Limits of Insurance CONTRACTOR shall maintain limits no less than: 1. General Liability: $5,000,000 per occurrence for bodily injury, personal injury and property damage. 2. Automobile Liability: $5,000,000 per accident for bodily injury and property damage. Must be MCS -90 endorsed. 3. Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident. Bodily Injury by Disease - $1,000,000 policy limit. ITB 2014-001 16 5/6114 23 Bodily Injury by Disease - $1,000,000 each employee. 4. Pollution Liability: $5,000,000 — including none owned disposal site 5. Such other insurance coverages and limits as may be required by the CITY. C. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials, employees, and volunteers; or the CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions The required general liability and automobile policies are to contain, or be endorsed to contain the following provisions: 1. The CITY, its officers, officials, employees, agents and volunteers are to be covered as Additional Insured's as respects: liability arising out of activities performed by or on behalf of the CONTRACTOR; products and completed operations of the CONTRACTOR; premises owned, occupied or used by the CONTRACTOR; or automobiles owned, leased, hired or borrowed by the CONTRACTOR The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees, agents or volunteers. 2. For any claims related to this project, the CONTRACTOR's insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees, agents and volunteers. Any insurance or self- insurance maintained by the CITY, its officers, officials, employees, agents or volunteers shall be excess of the CONTRACTOR's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the CITY, its officers, officials, employees, agents or volunteers. 4. The CONTRACTOR's insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the Iimits of the insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (3 0) days' prior written notice by certified mail, return receipt requested, has been given to the CITY. 6. CONTRACTOR agrees to waive subrogation rights against CITY regardless of the applicability of any insurance proceeds, and to require all contractors, subcontractors or others involved in any way with the services to do likewise. ITB 2014-001 17 516114 24 E. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best`s rating of no less than A: VII. F. Verification of Coverage CONTRACTOR shall furnish the CITY with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the CITY before the Services commence. 1TB 2014-001 18 516/14 25 SPECIFICATIONS i. GENERAL SPECIFICATIONS: The intent of these specifications and requirements is to assure that the service, materials, equipment and programs provided will meet the CITY's operational needs. A. If a contract is awarded pursuant to the bid invitation it shall be awarded for a three year term with two, one-year optional extension periods to be exercised at the CITY's sole discretion. B. BASIS OF BID: The quantities in this Invitation to Bid are estimates only. CITY does not guarantee a minimum or maximum quantity of any product to be purchased. CITY reserves the right to increase or decrease quantities listed to meet the needs of CITY during the period of the contract without affecting the contract price structure or rate tier. 1) CONTRACTOR shall justify any future change in price in writing or email to the CITY based on changes in wholesale pricing to the CONTRACTOR, substantial changes in the cost of transportation and delivery to CITY, or changes in taxes or surcharges as may affect the price of fuels. If the CITY does not agree with the CONTRACTOR's justification for future price adjustments, disagreement may be grounds for termination of the Contract under Sub -section D.8. C. DELIVERIES: CONTRACTOR agrees to furnish 10OLL Avgas and Jet A on a quantity basis as required by CITY. CONTRACTOR agrees to maintain adequate stock to meet the CITY anticipated needs. 1) In the event CONTRACTOR's supply of awarded items is reduced for reasons beyond CONTRACTORS control to a level which prevents supply of CITY's requirements in fall, CONTRACTOR agrees to supply CITY no less than a proportionate share delivered to similar accounts unless Federal regulations require otherwise. If such reduction occurs, CITY reserves the right to cancel all or part of the contract by giving CONTRACTOR thirty (30) day written notice. 2) After award of contract, CONTRACTOR shall be required to provide by Fax or email, all wholesale price changes notices as they occur; price increases under this contract must be reviewed by CITY in advance in accordance with Section E, paragraph 1.B.3. 3) Deliveries shall be temperature corrected as applicable. Invoices shall be for net gallons delivered. 4) The supplier is to render a Bill of Lading and a Certificate of Analysis to the CITY at the time of delivery with a signature from CONTRACTOR on the Certificate of Analysis to ensure all documentation and fuel specifications have been met. 5) CONTRACTOR shall perform all deliveries to Airport facilities in a safe manner in accordance with all applicable laws and regulations. CONTRACTOR's equipment ITB 2014-001 L'.' 5/6/14 26 shall be in good and safe working order and all personnel shall be trained annually in safety measures to preclude accidents and the endangerment of CITY personnel and property. 6) CONTRACTOR shall have adequate and appropriate equipment for the delivery of goods on proposed contract. Delivery shall be scheduled not more than 48 hours after placement of the order. If such a delivery is not possible due to circumstances beyond the supplier control, buyer will be notified immediately so an acceptable delivery can be arranged. Delivery to be made by common carrier if a preferred carrier is not specified by the buyer at time of order. CONTRACTOR agrees to seek the most economical aviation qualified carrier able to meet delivery timeline. 7) Delivery shall be by carrier with appropriate Federal and State licensing. 2. DETAILED SPECIFICATIONS: A. CONTRACTOR shall provide aviation branded fuel and identify the brand in the bid proposal. CONTRACTOR shall specify in the bid all deviations, either increases or decreases, of specified benefits and services to be provided, as outlined herein, including product identification and imaging programs. B. CONTRACTOR at its own expense shall supply and maintain, at the CITY's Fueling Station at the Airport the following: Brand name and product signs, decals, windsocks and other marketing items. C. I OOLL Aviation Gasoline shall meet ASTM D 910 and Jet A shall meet ASTM D 1655, based on the most recent revision of these ASTM standards. At such time as the CITY is required to provide an alternate low lead product in lieu of 100 LL, CONTRACTOR shall take whatever steps are necessary to expedite the transition and incur any cost for upgrade and/or replacement of any affected CONTRACTOR supplied equipment, software and related materials or services. D. CONTRACTOR shalt provide ordering capability during normal business hours, 7 days a week by a live operator. All other times, contractor shall have an answering service. E. CONTRACTOR shall provide multi -credit card service and accept a majority of credit cards via the onsite Fast Pay system, including but not limited to: VISA, MasterCard, American Express, Multiservice Card, and AvCARD. F. CONTRACTOR shall provide the CITY with a list of Credit Card Fees for each card accepted. G. CONTRACTOR shall, at a minimum, provide the following Quality Control (QC) inspection, training and equipment support for CITY airport staff and employees as follows: 1) Annual inspection of Self -Service Facility, including the Fuel Farm and any Refueling equipment or other trucks. ITB 2014-001 20 5/6/14 27 2) On-site training for daily inspections by a regional technical representative employed or retained by CONTRACTOR. 3) Annual seminar that includes QC training. 4) Annual seminar for equipment maintenance training provided by industry Original Equipment Manufacturers. 5) Training and Operations manuals listed by name and subject. 6) A list of all required testing equipment including instructions of use. H. CONTRACTOR shall provide a plan for maintenance and/or replacement of all electronic equipment necessary for the existing 24/7 self-service fueling operation. Maintenance shall include all software improvements and updates as they may occur. I. Within 60 -days of notification by CITY that the CITY is required to provide an alternate fuel, CONTRACTOR shall provide a detailed plan addressing timing and transition to an alternate fuel for 100LL. CONTRACTOR shall anticipate preparing his/her bid that a drop in fuel will be required within three (3) years of a signed contract. ITB 2014-001 21 5/6/14 28 W. ° O w rn S � m S Cr D a ° m n l0 ^ S CM OQ n (D CL 1 T a ro ° w _. a ,T d p < M a � � f0 0 O C O a a rt, v O p N N C 0 A m oT D m S � m � w � D � m N w O w o w n A w m a v o 0 fD N N d O' n y a c 3 m a m � o w Q � � N n � � N a o � ro ro n ° f°Z n ro T ro � � � c m � o a o- n � °1 ° o ° Tw' rt ro M w ° � d a w D o a ° a < m < m < a p1 K N N O � b -n S f0 � m n Q _ fD D ° rrm w o- w D � A � A O V 'o m - 2. n � � •w0 w m n m a O (0 C � O � 3 a° w a m o rt � N C O G � m S C H J a m ro w x W w -iU)m c o ro 10 m .. n � = n CD F N w CL E1 °N N i3 wpm w O j °- D m Mm N C- O 0 N d N @ t(0 W m co Ln N Q (D 29 ?9 Is N I a v � C O n a p C N m n a n 0 � v < o N N C C 0 ro w n a p w ° 0 � o > > a o, w +�- o m O O. 'a ^ rD S r o m ru ip O O C S CC x m 2 p r < 3 0- 0 o. H 3 N N G d I -i CL N r S N O (p n W r? o a m -I S c � w m c W 3 n � 6 N � re N w p. N. w O m w D n a p C� S r o N Er_ � o — � n 7 w 00 W � d p � 1 w rn N fU a p w � C. Cr rn O El p ro S 4 n O O S N w 3 m 2D n, m ° a c O CL m O D ry O w H M p rD X m 0 m o 3 m m '+ rt a d w �' w p CL N d p N N •O. 3 0 3. n v a 0� w a w n cc n� * y < 3 c 0 n. = ro � w C t O C c oc 3 m a v p w w 3 n r'o o p � � a CL O C O. D= O N d O vNi m �. N N w N w m - W o ° tD W wo o P 3 w N W 30 K-1 w W,