HomeMy WebLinkAboutAgreement with Small & Sons Oil Distribution Company 7o70
CITY OF AUBURN AGREEMENT
FOR GASOLINE & DIESEL FUEL SERVICES
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THIS AGREEMENT made and entered into on this E day of ✓w
2019 ("Effective Date"), by and between the City of Auburn, a municipal corporation of the
State of Washington (the "City"), and Small & Sons Oil Distribution Company (the "Service
Provider").
RECITALS:
WHEREAS, the City is engaged in activities which require the use of gasoline and diesel
fuel; and
WHEREAS, it is advantageous for the City to enter into a contract for the provision of
gasoline and fuel; and
WHEREAS, the City desires to retain the Service Provider to provide fuel services in
connection with the City's needs; and
WHEREAS, the Service Provider is qualified and able to provide gasoline and diesel fuel
in connection with the City's needs and is willing and agreeable to provide such services upon
the terms and conditions of this Agreement.
AGREEMENT:
In consideration of the mutual promises set out in this Agreement, the Service Provider and
the City agree as follows:
1. Term of Agreement. The term of this Agreement commences on the Effective Date and
terminates on June 16, 2020, unless otherwise terminated pursuant to Sections 11 and 12
of this Agreement.
2. Scope of Services.
The Service Provider agrees to supply the City with fuel in a good and professional
manner consistent with the tasks described on Exhibit "1" attached to this Agreement.
The Service Provider shall perform the services as an independent contractor and shall
not be deemed, by virtue of this Agreement and the performance of this Agreement, to
have entered into any partnership, joint venture, employment or other relationship with
the City.
3. Records Inspection and Audit.
All compensation payments shall be subject to the adjustments for any amounts found
upon audit or otherwise to have been improperly invoiced, and all records and books of
accounts pertaining to any work performed under this Agreement shall be subject to
inspection and audit by the City for a period of up to three (3) years from the final
payment for work performed under this Agreement.
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4. Continuation of Performance.
In the event that any dispute or conflict arises between the parties while this Agreement is
in effect, the Service Provider agrees that, notwithstanding such dispute or conflict, the
Service Provider will continue to make a good faith effort to cooperate and continue to
work toward successful completion of the provision of the services.
5. Administration of Agreement.
This Agreement shall be administered by Rick Walker, on behalf of the Service Provider,
and by the Mayor of the City, or designee, on behalf of the City. Any written notices
required by the terms of this Agreement shall be served on or mailed to the following
addresses:
City of Auburn Service Provider
Auburn City Hall Small & Sons Oil Distribution
25 West Main Company
Auburn,WA 98001-4998 112 3'1 Street NW
(253) 931-3000 FAX(253) 931-3053 Auburn,WA 98001
Phone: (253)924-0610
6. Notices.
All notices or communications permitted or required to be given under this Agreement
will be in writing and will be deemed to have been duly given if delivered in person or
deposited in the United States mail, postage prepaid, for mailing by certified mail, return
receipt requested, and addressed, if to a party of this Agreement, to the address for the
party set forth above, or if to a person not a party to this Agreement, to the address
designated by a party to this Agreement in the foregoing manner.
Any party may change his, her or its address by giving notice in writing, stating his, her
or its new address, to any other party, all pursuant to the procedure set forth in this
section of the Agreement.
7. Insurance.
The Service Provider will procure and maintain insurance, as required in this Section,
without interruption, from the Effective Date and for thirty(30) days after the term of the
Agreement expires, unless otherwise indicated. The Service Provider's maintenance of
insurance, its scope of coverage and limits as required shall not be construed to limit the
liability of the Service Provider to the coverage provided by such insurance, or otherwise
limit the City's recourse to any remedy available at law or in equity.
a. Commercial General Liability insurance shall be as least at broad as ISO occurrence
form CG 00 01 and shall cover liability arising from premises, operations,
independent contractors, products-completed operations, stop gap liability, personal
injury and advertising injury, and liability assumed under an insured contract. The
Commercial General Liability insurance shall be endorsed to provide a per project
general aggregate limit using ISO form CG 25 03 05 09 or an equivalent
endorsement. There shall be no exclusion for liability arising from explosion,
collapse or underground property damage. The City shall be named as an additional
insured under the Service Provider's Commercial General Liability insurance policy
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with respect to the work performed for the City using ISO Additional Insured
endorsement CG 20 10 10 01 and Additional Insured-Completed Operations
endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad
coverage. Commercial General Liability insurance shall be written with limits no less
than $1,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000
products-completed operations aggregate limit.
b. Worker's compensation covered as required by the Industrial Insurance laws of the
State of Washington.
c. Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00
01. Automobile insurance will be written with a minimum combined single limit for
bodily injury and property damage of$1,000,000 per accident.
If the Service Provider maintains higher insurance limits than the minimums shown
above,the City shall be insured for the full available limits of Commercial General and
Excess or Umbrella liability maintained by the Service Provider,irrespective of whether
such limits maintained by the Service Provider are greater than those required by this
contract or whether any certificate of insurance furnished to the City evidences limits of
liability lower than those maintained by the Service Provider.
The Service Provider's Automobile Liability and Commercial General Liability
insurance policies are to contain, or be endorsed to contain that they shall be primary
insurance to the City. Any insurance, self-insurance, or self-insured pool coverage
maintained by the City shall be excess of the Service Provider's insurance and shall not
contribute with it. Insurance is to be placed with insurers with a current A.M. Best rating
of not less than A: VII.
The Service Provider shall furnish the City with original certificates and a copy of the
amendatory endorsements, including but not necessarily limited to the additional insured
endorsements, evidencing the insurance requirements of the Service Provider before
commencement of the work. Upon request by the City, the Service Provider shall furnish
certified copies of all required insurance policies, including endorsements,required in
this contract.
8. Indemnification.
The Service Provider shall indemnify, defend and hold harmless the City and its officers,
officials, agents and employees, or any of them from any and all claims, injuries,
damages, losses or suits including attorney fees, arising out of or in connection with the
performance of this Agreement, except for injuries and damages caused by the sole
negligence of the City.
If a court of competent jurisdiction determines that this Agreement is subject to RCW
4.24.115,then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
Service Provider and the City, its officers,officials, employees, and volunteers,the
Service Provider's liability hereunder shall be only to the extent of the Service Provider's
negligence. It is further specifically and expressly understood that the indemnification
provided herein constitutes the Service Provider's waiver of immunity under Industrial
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Insurance,Title 51 RCW, solely for the purposes of this indemnification. This waiver
has been mutually negotiated by the parties. The provisions of this section shall survive
the expiration or termination of this Agreement.
9. Assignment.
Neither party to this Agreement shall assign any right or obligation hereunder in whole or
in part, without the prior written consent of the other party. No assignment or transfer of
any interest under this Agreement shall be deemed to release the assignor from any
liability or obligation under this Agreement, or to cause any such liability or obligation to
be reduced to a secondary liability or obligation.
10. Amendment,Modification or Waiver.
No amendment, modification or waiver of any condition, provision or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the party or
parties to be bound, or such party's or parties' duly authorized representative(s) and
specifying with particularity the nature and extent of such amendment, modification or
waiver. Any waiver by any party of any default of the other party shall not effect or
impair any right arising from any subsequent default.
11. Termination for Cause.
If the City concludes that the Service Provider has failed to comply with the terms and
conditions of this Agreement, the City may at any time, at its discretion, provide written
notice to the Service Provider and terminate the Agreement. The Notice of Termination
for Cause will be in writing with the reason(s) for the termination, and will specify the
effective date of the termination. The Service Provider will be allowed at least five (5)
calendar days to cure the reasons for termination. If the breach is not cured within five
(5)days,the City may terminate the contract and withhold all future payments.
12. Termination for Convenience.
The City reserves the right to terminate this Agreement for the convenience of the City
by delivery of a Notice of Termination with the effective date. The City may withhold all
further payments to the Service Provider after the date of Notice of Termination.
13. Parties in Interest.
This Agreement shall be binding upon, and the benefits and obligations provided for shall
inure to and bind, the parties and their respective successors and assigns, provided that
this section shall not be deemed to permit any transfer or assignment otherwise prohibited
by this Agreement. This Agreement is for the exclusive benefit of the parties hereto and
it does not create a contractual relationship with or exist for the benefit of any third party,
including contractors, sub-contractors and their sureties.
14. Costs to Prevailing Party.
In the event of such litigation or other legal action, to enforce any rights, responsibilities
or obligations under this Agreement, the prevailing parties shall be entitled to receive its
reasonable costs and attorney's fees. Any such litigation or action shall be governed by
the interpreted in accordance with the laws of the State of Washington and venue for any
action shall be in King County,Washington.
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15. Entire Agreement.
This Agreement contains the entire understanding of the parties in respect to the
transactions contemplated and supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
CITY OF AUBURN SERVICE PROVIDER
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• By r/e4 Ati/e.e..d&A''
ancy Bac ti ayor Title Kee x.06
C' Federal Tax ID # ?/-- 0 38'3/a
1- t * Date 0"709(t...017
Date
APPROVED AS TO FORM:
C\
St en Gross, City Attorney
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EXHIBIT"1"
GASOLINE & DIESEL FUEL SUPPLY SERVICES
Small & Son's Oil shall supply the City of Auburn with gasoline and diesel fuel for the
period of 1 year. Starting June 2019 and ending June_, 2020. The agreement may be
extended for additional years upon mutual agreement of both parties.
Small & Son's Oil will furnish top quality gasoline and diesel manufactured from major oil
companies.
Pricing will be firm and fixed for the duration of the agreement. Fuel Prices change on a
daily basis but the fixed margin will remain the same. The pricing will be based on Phillips
66 Renton Unbranded Rack price plus margin that includes delivery fees. Small & Sons
will attach a rack cost sheet for each delivery to show the proper margin was applied for
audit purposes.
The margin for truck and trailer deliveries (8000 gallons Gasoline, 6500 gallons Diesel -or
more)will be four and a half cents per/gallon (.045).
The margin for generation sites will depend on the amount of gallons
delivered:
Gallons Delivered Price for Fuel
Daily Cost + Margin
• 0 to 150 Rack Price+$1.50
• 151-250 Rack Price +$1.25
• 251-400 Rack Price+$.50
• 401- 550 Rack Price+$.40
• 551-750 Rack Price+$.35
• 751-950 Rack Price +$.25
• 951-1150 Rack Price+$.22
• 1151-1450 Rack Price +$.20
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EXHIBIT "2"
COMPENSATION AND PAYMENT
The Service Provider will provide an invoice to the City within 1 business day of the City
receiving product from the Service Provider. The invoice will include the Phillips 66 Fuel
Pricing.
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