HomeMy WebLinkAboutFuel GSA City of Bremerton Petrocard final 2.1.22
Page 1 of 14
Goods and Services Agreement
Rev. 06/2020
GOODS AND SERVICES AGREEMENT
BETWEEN THE CITY OF BREMERTON AND PETROCARD, INC. FOR THE PURCHASE
OF GASOLINE, RELATED PRODUCTS AND FUEL SUPPLY SERVICES
THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal
Corporation ("City"), and PetroCard, Inc. ("Vendor"), whose mailing address is: 730 Central Avenue S.
Kent, WA 98032; for the purpose of providing an on-going replenishment of the City's gasoline, diesel,
and fluids and for delivered fuels and incidental services associated therewith. The parties agree as
follows:
SECTION 1. DEFINITIONS.
(a) "Bulk Delivery" means a delivery of dispensed fuels or lubricants made to the City's
tanks at tank locations described in Section 4.5 and other sites within the City of Bremerton as requested
by the City.
(b) "Bulk Delivery Fee" means the additional fee or charge for fuel on a per gallon basis
added to the fuel fee for deliveries to the City's tank locations described in Section 4.5 and other sites
within the City of Bremerton.
(c) “Consent” means an approval, clearance, registration, franchise, right, privilege,
certification, quota, consent, permit, license, qualification, filing, exemption, certificate or permission
and any such other matter or authorization whatsoever, including any condition thereof, that is lawfully
and necessarily required from any competent authority in connection with the supply.
(d) “Delivery” means the completion of delivery of the Products ordered in a particular
Order.
(e) “Delivery Date” has the meaning ascribed to such term in Section 2.1.
(f) “Delivery Location” has the meaning ascribed to such term in Section 2.1.
(g) “Effective Date” has the meaning ascribed to such term in Section 3.
(h) "Emergency Delivery" means a Bulk Delivery or delivery of lubricants to meet the needs
of the City during a catastrophic event that does not allow the City to utilize usual means of accessing
the network fuel supply or bulk fuel supply and requires delivery within 24 hours of the request.
(i) “Emergency Delivery Fee” has the meaning ascribed to such term in Section 4.7
(j) "Routine Delivery" means a scheduled delivery to a location within the City of
Bremerton as further defined in Section 2.2.
(k) "Non-Routine Delivery" means a non-scheduled, non-emergency delivery within the
City of Bremerton and should be responded to within 48 hours of the time of the request.
(l) “Non-Routine Delivery Fee” has the meaning ascribed to that term in Section 4.5.
(m) "Order" means an order for Products submitted by the City in accordance with Section
DocuSign Envelope ID: 00D8A276-D62F-4F7F-A305-CA39D64A5459
Page 2 of 14
Goods and Services Agreement
Rev. 06/2020
2.1, which may be titled “Purchase Order”.
SECTION 2. VENDOR SERVICES. All work and supplies provided for under this Agreement shall
be in accordance with the Technical Specifications for Gasoline and Diesel Fuels Dispensing Facility
Services RFP, as issued in Addendum No. 3 to the RFP, a copy of which is attached hereto as Exhibit I.
Vendors shall provide and bear expense of all equipment, tools, materials and labor of any sort
whatsoever that may be required for the performance of services and supply delivery provided for in this
Agreement and every part thereof, except such as are mentioned in the specifications to be furnished by
the City. The Vendor agrees that all work and supplies will conform to the following terms:
2.1 Orders. The City may submit Orders to the Vendor from time to time during
the term of effectiveness of this Agreement. Each Order shall:
(i) be given in writing;
(ii) refer to this Agreement;
(iii) specify the Products ordered and the quantities thereof; and
(iv) specify the date by which the Products ordered pursuant to the
Order are to be delivered (the “Delivery Date”), and the location or address to which they
are to be delivered (the “Delivery Location”).
2.2 Routine Deliveries. Unless otherwise indicated, Routine Deliveries are to be scheduled during
normal working hours and the Vendor is to guarantee Order fulfillment of not more than two (2) calendar
days after receipt of an Order.
2.3 Additions. The City reserves the right to add Bulk Delivery sites not identified in the price
worksheet, provided the new sites are within the City of Bremerton. The Vendor's already established
fee for fuel will be used to calculate the fuel price and the Bulk Delivery Fee will be added thereto for
new Routine Deliveries.
2.4 Bulk Non-Routine Delivery Fee. In addition to the fuel cost and the Bulk Deliver Fee, each
Bulk Delivery that is non-routine and is under 100 gallons is entitled to a Non-Routine Delivery Fee.
For Orders over 100 gallons, the Non-Routine Delivery Fee is waived. A delivery to two (2) or more
tanks will only incur one Non-Routine Delivery Fee if the tanks to be fueled are within one (1) mile of
each other. The gallons delivered to those tanks within one (1) mile of each other will be combined to
determine if a Non-Routine Delivery Fee is required.
2.5 Default Delivery. In the event that the Vendor fails to fulfill delivery terms, the City may
purchase fuel from another company/supplier and the Vendor will be responsible for paying any
Additional Costs as defined in Section 4.8. The reasons set forth in Section 6 shall be grounds for
termination of the Agreement and the recovery of damages which shall be limited to any increase in fuel
costs experienced by the City.
2.6 Emergency Delivery and Supply Requirements.
a. An Emergency Delivery request (as opposed to a Routine or Non-Routine Delivery) is
to be delivered within 12 to 24 hours of request. In addition to the fuel cost and the Bulk Deliver Fee,
DocuSign Envelope ID: 00D8A276-D62F-4F7F-A305-CA39D64A5459
Page 3 of 14
Goods and Services Agreement
Rev. 06/2020
each Emergency Delivery is subject to an Emergency Delivery Fee. A delivery to two (2) or more tanks
will only incur one Emergency Delivery Fee if the tanks to be fueled are within one (1) mile of each
other.
b. Vendor shall agree that a twenty-four (24) hour emergency telephone number will be
posted and clearly visible on the pumps or at another appropriate on-site location with instructions as to
how to contact the Vendor to report emergencies or service failure. Vendor shall provide an oral response
to a call about an Emergency Delivery within two (2) hours from the time the call is placed, and Vendor
will use its best efforts to deliver the requested fuel within 24 hours.
c. Vendor agrees to provide the City with an uninterrupted source of fuels in the event of
emergencies caused wholly or in part by embargoes, civil unrest, national emergency, acts of nature or
re-implementation of allocations (“Catastrophic Event”). Vendor shall use its best efforts to respond to
a request for an Emergency Delivery as the result of a Catastrophic Event within 12 to 24 hours of the
time of the request.
d. The Vendor shall provide and demonstrate emergency power generation by installing a
generator (“Generator”) in accordance with all federal, state and local laws and provide uninterrupted
service, to ensure the continued operation of pumps and accounting systems in the event of a
Catastrophic Event that disrupts normal operation of the fueling facility, which Generator shall be ready
no later than one year from the Effective Date of this Agreement. The Generator should have automatic
start capabilities that are not dependent upon approvals.
2.7 Product Supply Requirements. Vendor shall maintain a 24 hour, 365-day access to fuel
products. Vendor shall use its best efforts to provide the City with allocations and availability of fuels
not less than one hundred percent (100%) of fuels purchased during the past full year of service by the
City, with the required delivery each month to be limited to the monthly average. In the event of an
unplanned outage, Vendor shall use its best efforts to resume operations as soon as possible.
In the event of a planned outage, Vendor will provide at least 48-hours prior notice in advance of the
planned outage so as to redirect the City to a nearby location for fueling. During any planned outage,
the City will waive its requirement regarding the location of fueling stations as set forth under Section
4.6.
SECTION 3. TIME OF COMPLETION. Services shall start April 1, 2022 (“Effective Date”) and
shall end December 31, 2025. The parties may agree to three (3) one-year extensions by both parties
signing a letter of extension prior to each one-year extension. Request for extension must be received at
least 120 days prior to the expiration of the agreement and written agreement should be provided no later
than 30 days prior to contract expiration. The prices set forth in this Agreement shall be fixed for the
term of the Agreement and for any extension term.
SECTION 4. COMPENSATION.
4.1 Cark Lock Purchases.
a. As part of the Agreement, Vendor shall be providing the City with fuel cards for its
vehicles for the purpose of making the purchase of fuel more secure and for monitoring
the fuel utilization of each vehicle. In accordance with the foregoing:
DocuSign Envelope ID: 00D8A276-D62F-4F7F-A305-CA39D64A5459
Page 4 of 14
Goods and Services Agreement
Rev. 06/2020
i. Each City vehicle will have its own assigned fuel card that corresponds
with the vehicle numbering system used by the City.
ii. Each City operator will be issued a unique Personal Identification Number
(PIN) by the Vendor in a four (4) digit numerical format.
b. The issuance of fuel cards shall occur within thirty (30) days of the Effective Date
and shall be at no cost to the City. The City will advise the Vendor when new or
replacement cards/PIN numbers are required.
c. Vehicle cards and/or PIN numbers will be provided within seven (7) calendar days
following the request from the City.
d. Vendor will provide online card management and account access
4.2 Cardlock Fees at Vendor-Owned Card Lock Locations. The City agrees to pay the
Vendor the following fees per gallon in addition to the Daily Tacoma OPIS contract average rack
price per gallon for the following products purchased at the Vendor-owned card lock locations:
Diesel Fuel $0.1025 per Gallon
Unleaded $0.1075 per Gallon
4.3 Cardlock Fees at Out-of-Network Locations. For any out-of-network (non-Vendor
owned) locations that are not part of the network, the prices shall include freight charges, and a site fee.
The price for the products (which includes such freight charges and site fees) shall be:
Diesel Fuel Network Location Transfer Price + $0.1025 per Gallon
Unleaded Network Location Transfer Price + $0.1075 per Gallon
4.4 Winter Additive. In addition to the per gallon prices as set forth in this Section 4, at
Vendor’s option, there may be a per gallon charge for Winter Additive during the months of November
through March. At Vendor’s discretion the time frame for Winter Additive may be extended based on
weather conditions.
4.5 Lubricants. For any lubricant purchases, Vendor shall sell such lubricants at 20%
discount off retail list price and each lubricant delivery shall be to City of Bremerton Equipment Service
Division at:
City of Bremerton
Public Works & Utilities
104 Oyster Bay Ave. N.
Bremerton, WA 98312
There shall be no fee for deliveries of Lubricants unless those deliveries are made on an emergency basis
DocuSign Envelope ID: 00D8A276-D62F-4F7F-A305-CA39D64A5459
Page 5 of 14
Goods and Services Agreement
Rev. 06/2020
and then an Emergency Delivery Fee shall be charged.
4.6 Routine and Non-Routine Bulk Delivery.
a. Routine Delivery. The City agrees to pay Vendor the Daily Tacoma OPIS contract average
rack price plus $0.30 cents per gallon bulk delivery fee (“Bulk Delivery Fee”) for Routine Delivery to
the City's three fire department stations listed below as well as requested on-site Delivery Locations
within the City of Bremerton when those deliveries are Routine Deliveries (as opposed to Non-Routine
Deliveries and Emergency Deliveries):
Station 1 911 Park Avenue, Bremerton, WA 98337;
Station 2 5005 Kitsap Way, Bremerton, WA 98312;
Station 3 3031 Olympus, Bremerton, WA 98310;
b. Non-Routine Delivery. For Non-Routine Deliveries (on a non-emergency basis) of all
volumes, the City agrees to pay Vendor the Daily Tacoma OPIS contract average rack price plus the
Bulk Delivery Fee of $0.30, and for those Non-Routine Deliveries (on a non-emergency basis) that are
under 100 gallons, the City agrees to also pay Vendor a $100 delivery fee (“Non-Routine Delivery Fee”)
in addition to the other amounts due under this Section 4.6, except in those instances when the assessment
of multiple Non-Routine Delivery Fee charges is limited as provided in Section 2.4.
4.7 Emergency Delivery. For Emergency Deliveries as defined in Section 1, in addition to the
amounts due under Section 4.6 (excluding the Non-Routine Delivery Fee), the Price for Emergency
Deliveries shall include a $150 per delivery (“Emergency Delivery Fee”) per Delivery Location, except
in those instances when the assessment of multiple Emergency Deliver Fee charges is limited as provided
in Section 2.6.
4.8 Defective or Unauthorized Work. The City reserves its right to withhold payment from
Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any
reason, to complete any part of this Agreement, the City may obtain the goods, materials or services on
its own or from a third party, and Vendor shall be liable to the City for any Additional Costs incurred by
the City over what the City would have paid Vendor for the same service. "Additional Costs" shall mean
all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the price the
City would have paid Vendor for the same services as detailed in this Section 4. The City further reserves
its right to deduct the Additional Cost from any and all amounts due or to become due the Vendor.
4.9 Procedures for Invoicing.
a. Invoices shall be sent to the contract point of contact no less than 48 hours after each Bulk
Delivery. For Card Lock purchases, Vendor shall submit monthly invoices in a format that includes:
billing period dates, invoice number, date and time of each purchase, vehicle number, driver name,
product, gallons delivered by grade, price per gallon by grade plus margin per gallon, appropriate tax,
and extended price.
b. Invoices shall also be accompanied by all supporting documentation needed to readily verify
DocuSign Envelope ID: 00D8A276-D62F-4F7F-A305-CA39D64A5459
Page 6 of 14
Goods and Services Agreement
Rev. 06/2020
that contract prices have been correctly calculated and delivery terms have been met. The City of
Bremerton will accept and pay invoices monthly within ten (10) days of receipt.
4.10 Reporting. Vendor’s cost records (Daily Tacoma OPIS contract average rack price) for
products supplied to the City shall be made available, upon request of the City, for auditing anytime
during the term of this Agreement. The Vendor, upon request by the City, will supply the City with the
following:
(a) specifications and name brands of the supplied items; and
(b) a copy of the meter ticket or bill of lading as applicable; and
(c) a copy of the record of before and after delivery stick level readings; and
(d) a copy of the delivery receipt signed by appropriate City staff.
Vendor shall maintain a “Reporting” system which shall comply with the following minimum standards
acceptable to the City and shall be available upon the request of the Equipment Services Division:
(x) Capable of creating reports requested by the City in a variety of formats, including but not
limited to: by vehicle (numbering must match the City’s vehicle numbering system and
utilize 4 to 6 digits); by operator/driver; by date and time of purchase; by location of
purchase; by type and quantity of fuel; and
(y) Available in an electronic format which can easily be inputted into the City’s asset
management system; and
(z) fueling receipts shall be posted in dated order for each vehicle and include all information
shown in (y) above.
SECTION 5. INDEPENDENT CONTRACTOR. Vendor is and shall be at all times acting as an
independent contractor and not as an employee of the City. The Vendor shall secure at its expense and
shall be responsible for all payments of income tax, social security, state disability insurance
compensation, unemployment compensation, and all other payroll deductions for the Vendor’s officers,
agents, employees and subcontractors. The Vendor shall also secure all applicable business licenses, if
required, in connection with the contract services, including all required licenses for Vendor's officers,
agents, employees and subcontractors.
SECTION 6. TERMINATION.
6.1 Subject to the following sentence, the City may terminate this Agreement for Good
Cause. Except in the case of Section 6.1(E), the City shall notify Vendor in writing of any of the
following failures on the part of the Vendor and give Vendor no less than seven (7) days to correct the
failure. If Vendor corrects the failure to the satisfaction of the City within the time set forth, it shall
continue to perform the Agreement, and if it does not, then the City may terminate. "Good Cause" shall
include, without limitation, any one or more of the following events:
a. The Vendor's refusal or failure to supply a sufficient number of properly skilled workers
or proper materials for completion of this Agreement.
b. The Vendor's repeated failure to complete Bulk Deliveries under this Agreement within
the time specified in this Agreement.
DocuSign Envelope ID: 00D8A276-D62F-4F7F-A305-CA39D64A5459
Page 7 of 14
Goods and Services Agreement
Rev. 06/2020
c. The Vendor's failure to make full and prompt payment to subcontractors or for material
or labor.
d. The Vendor's failure to comply with federal, state or local laws, rules or regulations.
e. The Vendor's filing for bankruptcy or becoming adjudged bankrupt.
If the City terminates this Agreement for Good Cause, the Vendor shall not receive any further
monies due under this Agreement until the goods, materials, and services required by this Agreement
are completed and fully performed by the City or a third party of the City’s choosing.
6.2 Right to Terminate Early. The City or Vendor may terminate the Agreement, without
cost or penalties, at any time during the Term upon giving 120-day prior written notice of termination.
SECTION 7. CHANGES. The City may issue a written change order for any change in the goods,
materials or services to be provided during the performance of this Agreement. If the Vendor determines,
for any reason, that a change order is necessary, Vendor must submit a written change order request to
an authorized agent of the City within fourteen (14) calendar days of the date Vendor knew or should
have known of the facts and events giving rise to the requested change. If the City determines that the
change increases or decreases the Vendor's costs or time for performance, the City will make an equitable
adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable
adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment
as it deems appropriate. The Vendor shall proceed with the change order work upon receiving either a
written change order from the City or an oral order from the City before actually receiving the written
change order. If the Vendor fails to require a change order within the time allowed, the Vendor waives
its right to make any claim or submit subsequent change order requests for that portion of the contract
work. If the Vendor disagrees with the equitable adjustment the Vendor must complete the change order
work; however, the Vendor may elect to protest the adjustment as provided below:
7.1 Procedure and Protest by the Vendor. If the Vendor disagrees with anything required by
a change order, another written order, or an oral order from the City, including any direction, instruction,
interpretation, or determination by the City, the Vendor shall:
a. Immediately give a signed written notice of protest to the City;
b. Supplement the written protest within fourteen (14) calendar days with a
written statement that provides the following information:
i. The date of the Vendor's protest.
ii. The nature and circumstances that caused the protest.
iii. The provisions in this Agreement that support the protest.
iv. The estimated dollar cost, if any, of the protested work and how
that estimate was determined.
v. An analysis of the progress schedule showing the schedule change
or disruption if the Vendor is asserting a schedule change or
disruption.
DocuSign Envelope ID: 00D8A276-D62F-4F7F-A305-CA39D64A5459
Page 8 of 14
Goods and Services Agreement
Rev. 06/2020
c. The Vendor shall keep complete records of extra costs and time incurred
as a result of the protested work. The City shall have access to any of the Vendor's records
needed for evaluating the protest.
The City will evaluate all protests, provided the procedures in this section are followed. If the
City determines that a protest is valid, the City will adjust payment for work or time by an equitable
adjustment. No adjustment will be made for an invalid protest.
7.2 Vendor's Duty to Complete Protested Work. In spite of any protest, the Vendor shall
proceed promptly to provide the goods, materials and services required by the City under this Agreement.
7.3 Vendor's Acceptance of Changes. The Vendor accepts all requirements of a change order
by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section
provides. A change order that is accepted by Vendor as provided in this section shall constitute full
payment and final settlement of all claims for contract time and for direct, indirect and consequential
costs, including costs of delays related to any work, either covered or affected by the change.
7.4 Failure to Protest Constitutes Waiver. By not protesting as this section provides, the
Vendor also waives any additional entitlement and accepts from the City any written or oral order
(including directions, instructions, interpretations, and determination).
7.5 Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of
this section, the Vendor completely waives any claims for protested work and accepts from the City any
written or oral order (including directions, instructions, interpretations, and determination).
SECTION 8. CLAIMS. The Vendor shall give written notice to the City of all claims other than change
orders within fourteen (14) calendar days of the occurrence of the events giving rise to the claims. Any
claim for damages, additional payment for any reason, or extension of time, whether under this
Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a
timely written claim is made in strict accordance with the applicable provisions of this Agreement; or, if
(and only if) no such provision is applicable, unless that claim is set forth in detail in writing and received
by the City within seven (7) calendar days from the date Vendor knew, or should have known, of the
facts giving rise to the claim. At a minimum, a Vendor's written claim must include the information set
forth regarding protests in Section 7(A)(2)(a)-(e).
FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN
THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN
ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY
THAT DELAY.
Vendor must, in any event, file any claim or bring any suit arising from or connected with this
Agreement within 120 calendar days from the date the Agreement work is complete.
SECTION 9. WARRANTY. The Vendor shall correct all defects in workmanship and materials within
one year from the date of the City's acceptance of the contract work. When defects are corrected, the
warranty for that portion of the work shall extend for one year from the date such correction is completed
DocuSign Envelope ID: 00D8A276-D62F-4F7F-A305-CA39D64A5459
Page 9 of 14
Goods and Services Agreement
Rev. 06/2020
and accepted by the City. The Vendor shall begin to correct any defects within seven (7) calendar days
of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections
within a reasonable time, the City may complete the corrections and the Vendor shall pay all costs
incurred by the City in order to accomplish the correction.
SECTION 10. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses
or suits, including all legal costs and attorney fees, arising out of or in connection with the performance
of this Agreement. Vendor’s obligation to indemnify shall not extend to that portion of damages caused
by the City’s sole negligence and gross misconduct.
The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds
to avoid any of these covenants of indemnification.
Should a court of competent jurisdiction determine 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 Vendor and the City, its officers,
officials, employees, agents and volunteers, the Vendor's liability hereunder shall be only to the extent
of the Vendor's negligence and/or gross misconduct.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS
INDEMNIFICATION CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER
INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF VENDOR’S
INDEMNIFICATION OF THE CITY BUT NOT IN REGARDS TO VENDOR’S LIABILITY TO ITS
EMPLOYEES. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY
NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this Agreement.
SECTION 11. INSURANCE. The Vendor shall procure and maintain for the duration of this
Agreement, insurance against claims for injuries to persons or damage to property that may arise from
or in connection with the performance of the contract work by the Vendor, its agents, representatives,
employees or subcontractors.
11.1 Before beginning work on the project described in this Agreement, the Vendor shall
provide a Certificate of Insurance evidencing:
A. Automobile Liability insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
B. Commercial General Liability insurance written on an occurrence basis with limits no
less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate for personal injury,
bodily injury and property damage. Coverage shall include but not be limited to blanket contractual;
products/completed operations/broad form property damage; and employer's liability.
C. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and
aggregate.
DocuSign Envelope ID: 00D8A276-D62F-4F7F-A305-CA39D64A5459
Page 10 of 14
Goods and Services Agreement
Rev. 06/2020
D. Professional Liability insurance with limits no less than $1,000,000 limit per
occurrence/claim.
E. Workers Compensation insurance as statutorily required by the Industrial Insurance Act
of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits
not less than $1,000,000.
11.2 Any payment of deductible or self-insured retention shall be the sole responsibility of the
Vendor.
11.3 All required policies shall be provided on an “occurrence” basis except professional
liability insurance (if required), which shall be provided on a “claims-made” basis.
11.4 The City shall be named as an additional insured on the Commercial General Liability
insurance policy, as respects work performed by or on behalf of the Vendor and a copy of the
endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The
City reserves the right to receive a certified copy of all the required insurance policies.
11.5 The Vendor's Commercial General Liability insurance shall contain a clause stating that
coverage shall apply separately to each insured against whom claim is made or suit is brought, except
with respects to the limits of the insurer's liability.
11.6 The Vendor's insurance shall be primary and non-contributory insurance as respects the
City and shall contain a waiver of subrogation against the City for claims arising out of any operations,
liabilities and obligations to which coverage applies. It shall be an affirmative obligation upon Vendor
to advise the City’s Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested
to City of Bremerton, Attn: Risk Management, 345 6th Street, Suite 100, Bremerton, WA 98337 within
two days of the cancellation, suspension or substantive change of any insurance policy required herein,
and failure to do so shall be construed to be a breach of this Agreement.
11.7 The City also reserves its unqualified right to require at any time and for any reason, proof
of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of
coverage.
SECTION 12. GENERAL TERMS.
12.1 Licenses, Permits and Taxes. Vendor shall possess a current Bremerton Business License
and any regulatory license required to fulfill Vendor's obligations under this Agreement, local
law, Washington State, Federal Requirement. B&O taxes shall be paid when due, and Vendor,
by this Agreement, assigns any payments due under this Agreement to the City Clerk for payment
of such taxes which have been declared delinquent.
12.2 Conflict and Precedence. In the event of a conflict between the contract documents, the
document which rates higher on the following list shall take precedence:
1. Amendments / Change Orders to Goods and Services Agreement
2. Goods and Services Agreement
DocuSign Envelope ID: 00D8A276-D62F-4F7F-A305-CA39D64A5459
Page 11 of 14
Goods and Services Agreement
Rev. 06/2020
3. Specifications - Scope of Work
4. Terms and Conditions
5. Vendor’s Proposal
12.3 Documents Incorporated by Reference. The following documents are incorporated by
reference, including but not limited to:
1. Terms and Conditions,
2. Specifications – Scope of Work,
3. Vendor’s Proposal
12.4 Use of Photographs and Images. Vendor shall not use or distribute photographs or images
depicting City officials, personnel, property, or equipment whether prepared by Vendor or provided by
City without prior written Consent of the City. The City will not unreasonably withhold its Consent.
12.5 Equal Employment Opportunity Statement. In the hiring of employees for the
performance of work under this Agreement, the Vendor, its subcontractors, or any person acting on
behalf of Vendor shall not discriminate in any employment practice on the basis of age (40+), sex, race,
creed, color, national origin, sexual orientation/gender identity, marital status, military status, or the
presence of any physical, mental or sensory disability.
12.6 ADA Statement. The City of Bremerton does not discriminate on the basis of disability
in programs and activities, which it operates pursuant to the requirements of the Americans with
Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment and
admission to participation in the programs, services and activities of the City of Bremerton. Reasonable
accommodation for employees or applicants for employment will be provided.
12.7 Compliance with Laws. Vendor shall comply with all federal, state and local laws, rules
and regulations throughout every aspect in the performance of this Agreement.
12.8 Prevailing Wages. Vendor shall file a “Statement of Intent to Pay Prevailing Wages”
with the State of Washington Department of Labor & Industries prior to commencing the contract
work. Vendor shall pay prevailing wages and comply with Chapter 39.12 of the Revised Code of
Washington, as well as any other applicable prevailing wage rate provisions. The latest prevailing wage
rate revision issued by the Department of Labor and Industries is attached.
12.9 Work Performed at Vendor's Risk. Vendor shall take all precautions necessary and shall
be responsible for the safety of its employees, agents, and subcontractors in the performance of this
Agreement. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss
of or damage to materials, tools, or other articles used or held for use in connection with the work.
1. Spill response: The vendor is solely responsible for any and all spills, leaks, or
releases, which occur as a result of, or are contributed to by, the action of its agents, employees, or
subcontractors. Therefore, the contractor shall take all measures as required by law to prevent fuel spills,
(which includes but is not limited to, any spilling, leaking, pumping, pouring, emitting, emptying, or
dumping into or onto any land or water. In the event of a fuel spill, leak or release, the contractor shall
be responsible for the required notifications, containment, clean up, and disposal of the oil spilled and
agree to take the following actions:
a. If warranted, evacuate and warn those persons that may be affected by the
DocuSign Envelope ID: 00D8A276-D62F-4F7F-A305-CA39D64A5459
Page 12 of 14
Goods and Services Agreement
Rev. 06/2020
spill;
b. Immediately contact the appropriate Emergency Response Agencies as
required;
c. Clean-up the spill in a manner that complies with federal, state and local
laws, regulations, rules and standards; and
d. For spills that occur other than on a City's owned or leased property,
provide all notifications and reports as specified by federal, state and local laws, regulations, rules,
standards and permits.
Notwithstanding the foregoing, the City agrees that Vendor is not responsible for the maintenance of the
City’s tanks and cannot be held responsible for leaks or releases from those tanks as the result of
maintenance oversights/failures or tank failures/defects.
2. Environmental considerations. Vendor shall comply with all environmental
regulations relevant to the contracted service provided.
12.10 Governing Law. This Agreement shall be governed and construed in accordance with
the laws of the State of Washington. If any dispute arises between the City and Vendor under any of the
provisions of this Agreement, resolution of that dispute shall be available exclusively under the
jurisdiction, venue and rules of the Kitsap County Superior Court, Kitsap County, Washington.
12.11 Attorney's Fees. In any claim or lawsuit for damages arising from the parties'
performance of this Agreement, each party shall be responsible for payment of its own legal costs and
attorney's fees incurred in defending or bringing such claim or lawsuit; however, nothing in this
subsection shall limit the City's right to indemnification under Section 9 of this Agreement.
12.12 Written Notice. All communications regarding this Agreement shall be sent to the parties
at the addresses listed below, unless otherwise notified. Any written notice shall become effective upon
delivery, but in any event three (3) calendar days after the date of mailing by registered or certified mail,
and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement.
Notices to be sent to: Notices to be sent to:
CITY OF BREMERTON VENDOR:
Attn: Chuck Ernst Attn: Aaron Reding
City of Bremerton PetroCard, Inc.
345 6th Street, Suite 100 730 Central Ave S.
Bremerton, WA 98337-1891 Kent, WA 98032
Charles.Ernst@ci.bremerton.wa.us areding@petrocard.com
12.13 Assignment. Any assignment of this Agreement by the Vendor without the written
Consent of the City shall be void.
12.14 Modification. No waiver, alteration, or modification of any of the provisions of this
Agreement shall be binding unless in writing and signed by a duly authorized representative of the City
and Vendor.
DocuSign Envelope ID: 00D8A276-D62F-4F7F-A305-CA39D64A5459
Page 13 of 14
Goods and Services Agreement
Rev. 06/2020
12.15 Severability. If any one or more sections, subsections, or sentences of this Agreement
are held to be unconstitutional or invalid, that decision shall not affect the validity of the remaining
portion of this Agreement and the remainder shall remain in full force and effect.
12.16 Entire Agreement. The written provisions and terms of this Agreement, together with
any attached Exhibits, supersede all prior verbal statements by any representative of the City, and those
statements shall not be construed as forming a part of or altering in any manner this Agreement. This
Agreement and any attached Exhibits contain the entire Agreement between the parties. Should any
language in any Exhibit to this Agreement conflict with any language contained in this Agreement, the
terms of this Agreement shall prevail.
12.17 Non-Exclusive. The City is not bound to treat the supplier as its exclusive supplier of any
products. The City shall be entitled, in its sole discretion, to purchase products of the same type as, or
similar to, the products, from any supplier at any time.
12.18 Purchasing Cooperatives. Any entity with an active purchasing cooperative agreement
with the City of Bremerton shall be allowed to participate in this agreement during the life of the
contract, even if it is not listed amongst the solicitation participants. While this clause in no way
commits an entity with a purchasing cooperative agreement from [The City of Bremerton]’s awarded
contractor, nor does it guarantee any additional orders will result, it does allow entities, at their
discretion, to make use of the City of Bremerton’s competitive process (provided said process satisfies
their own procurement guidelines) and purchase directly from the awarded contractor. All purchases
made by other entities shall be understood to be transactions between that entity and the awarded
vendor; the City of Bremerton shall not be responsible for any such purchases. Any agreements made
under this contract award should reference the contract number in purchase orders and invoicing.
[This section intentionally blank. Signatures on following page.]
DocuSign Envelope ID: 00D8A276-D62F-4F7F-A305-CA39D64A5459
Page 14 of 14
Goods and Services Agreement
Rev. 06/2020
IN WITNESS WHEREOF, the parties below have executed this Agreement.
CITY: VENDOR:
City of Bremerton PetroCard, Inc.
By: By:
Print Name: Print Name:
Its: Its:
Date: Date:
APPROVED AS TO FORM: ATTEST:
By: By:
KYLIE J. FINNELL, Bremerton City Attorney ANGELA HOOVER, City Clerk
DocuSign Envelope ID: 00D8A276-D62F-4F7F-A305-CA39D64A5459
Aaron Reding
3/9/2022
COO & SVP Fleet Services
Greg Wheeler
Mayor
3/9/2022