ITB VHS126-CFMAI-6328.pdf

12/2024 Formal ITB

Invitation to Bid No. VHS126-CFMAI-6328 Motor Oil & Lubricants and Equipment

Solicitation

San Bernardino County Purchasing Department

210 North Lena Road San Bernardino, 92415

Invitation to Bid Motor Oil & Lubricants and

Equipment Solicitation

No. VHS126-CFMAI-6328

TABLE OF CONTENTS

SECTION I: INVITATION TO BID AND GENERAL INFORMATION

1. REPRESENTATIONS AND CERTIFICATIONS .................................... Page 4

2. PUBLIC RECORDS ACT ...................................................................... Page 6

3. PRICING SCHEDULE ......................................................................... Page 7

4. PUBLIC AGENCY PARTICIPATION .................................................... Page 7

SECTION II: INSTRUCTIONS FOR COMPLETING INVITATION TO BID

1. PRICING YOUR BID .............................................................................. Page8

2. SUBMITTING YOUR BID ........................................................................ Page 8

3. EVALUATION AND AWARD ................................................................ Page 9

4. PROTEST PROCEDURES ................................................................. Page 10

5. LOCAL VENDOR PREFERENCE ....................................................... Page 11

SECTION III: STANDARD TERMS AND CONDITIONS

1. DEFINITIONS .................................................................................... Page 11

2. ASSIGNMENT OF RIGHTS, TITLE AND INTEREST ......................... Page 11

3. CAL OSHA ....................................................................................... Page 12

4. FORMAL BIDS .................................................................................. Page 12

5. DELIVERY ................................................................................................. Page 12

6. INSPECTION .................................................................................... Page 12

7. TERMINATION FOR DEFAULT ......................................................... Page 12

8. TERMINATION FOR CONVENIENCE .............................................. Page 12

9. TITLE ................................................................................................ Page 13

10. VARIATIONS IN SPECIFICATIONS .................................................. Page 13

11. AVAILABILITY OF FUNDING ............................................................. Page 13

12. INSPECTION OF SERVICE/MATERIALS/SUPPLIES ....................... Page 13

13. DISPUTES ......................................................................................... Page 13

14. CHANGES ......................................................................................... Page 14

15. ASSIGNABILITY ................................................................................ Page 14

16. INDEMNITY ....................................................................................... Page 14

Invitation to Bid Motor Oil & Lubricants and

Equipment Solicitation

17. CONDUCT OF CONTRACTOR ......................................................... Page 14

18. DISALLOWANCE ............................................................................. Page 15

19. GOVERNING LAW AND VENUE ....................................................... Page 15

20. AUDIT AND INSPECTION OF RECORDS ........................................ Page 15

21. PATENT AND COPYRIGHT LICENSE .............................................. Page 16

22. CONTRACTOR REPRESENTATION ................................................ Page 16

23. WARRANTY ...................................................................................... Page 16

24. PERMITS, NOTICES, FEES AND LAWS ........................................... Page17

25. AIR, WATER POLLUTION CONTROL, SAFETY AND HEALTH……. Page 17

26. FINDINGS CONFIDENTIAL ............................................................... Page 17

27. NOTICE ............................................................................................. Page 17

28. PRODUCT IDENTIFICATION AND LABELING ................................. Page 17

29. DRUG & ALCOHOL FREE WORKPLACE ......................................... Page 17

30. ORDERING ....................................................................................... Page 18

31. PAYMENTS AND INVOICES ............................................................. Page 18

32. FLAMMABILITY AND TOXICITY ....................................................... Page 18

33. CONTRACT ADMINISTRATION ....................................................... Page 18

34. RIGHT TO ACQUIRE EQUIPMENT .................................................. Page 19

35. NONDISCRIMATION ………………………………………………………Page19

36. SEVERABILITY ................................................................................. Page 19

37. EXECUTIVE ORDER N-6-22-RUSSIA SANCTIONS Page 19

38. CERTIFICATION OF POST CONSUMER……………………………….Page 19

37. LOCAL VENDOR PREFERENCE SELF-CERTIFICATION…………... Page 21

38. LOCAL VENDOR PREFERENCE POLICY 11-10……………………... Page 22

39. FEDERAL CONTRACTING PROVISIONS……………………………….Page 24

40. ANTI-LOBBYING CERTIFICATION……………………………………….Page 29

Invitation to Bid Motor Oil & Lubricants and

Equipment Solicitation

Section I: Invitation to Bid and General Information

1. REPRESENTATIONS AND CERTIFICATIONS

A. Business Representation

Bidder represents as a part of this Bid the following information regarding the ownership, operation, and control of its business:

1. Are you a local business with a physical address within the San Bernardino County?

__Yes __No

2. Estimated percentage of work in this Bid to be performed or fulfilled locally (within the geographic boundaries of the San Bernardino County):__ %

3. Please complete Attachment D: Local Vendor Preference Self Certification

If Bidder or any of its subcontractors, agents or consultants, have previously contracted with the County to perform related work on this project (e.g. preparing components of the statement of work or plans and specifications for this project), Bidder shall identify those previous agreement(s) and submit that list along with the Bid. Other than as may be submitted on said list, Bidder certifies to the best of its knowledge that it and its proposed subcontractors, agents and consultants have not previously contracted with the County to perform work on or related to this project.

B. Debarment, Suspension and Related Matters

Bidder hereby certifies to the best of its knowledge that neither it nor any of its officers are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any state or federal department or agency (See the following United States General Services Administration’s System for Award Management website https://www.sam.gov.) Bidder certifies that it is registered in the United States General Services Administration’s System for Award Management. Bidder further certifies that if it or any of its subcontractors are business entities that must be registered with the California Secretary of State, they are registered and in good standing with the Secretary of State.

C. Disclosure of Criminal and Civil Proceedings and Public Contract Terminations

Except as allowed for in Section C.4, Bidder hereby certifies to the best of its knowledge that neither it nor any of its officers:

1. Are presently indicted for or otherwise criminally or civilly charged by a government entity (federal, state, or local) or have within the past five (5) years been convicted of or had a civil judgment rendered against them for commission of fraud or criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property.

2. Have within a three (3) year period preceding this agreement had one or more public transactions (federal, state or local) terminated for cause or default.

3. Are presently the target or subject of any investigation, accusation or charges by any federal, state or local law enforcement, licensing or certification body.

4. If Bidder is unable to certify any of the facts set forth in Sections C.1, C.2 or C.3, it certifies that it has listed on a separate sheet(s) attached to this Representations and Certifications each fact that it cannot certify and the reason it cannot do so. That information must include the specific relevant facts (date(s), contract(s) and individual(s) involved, status of action(s), and any other https://www.sam.gov/

Invitation to Bid Motor Oil & Lubricants and

Equipment Solicitation relevant information) that prevent it from making the requested certifications. The County reserves the right to disqualify Bidder based upon information disclosed.

Bidder has a continuing duty to disclose information until contract award/execution and shall report, in writing, to the County Department of Purchasing within five business days of knowing or having any reason to know any change in status as certified in the preceding paragraphs B. and C.

D. Current Cost or Pricing

Bidder certifies to the best of its knowledge that cost and/or pricing data submitted with this Bid, or specifically identified by reference if actual submission of the data is impracticable, are accurate, complete, and current as of the date signed below.

E. Independent Pricing Bidder certifies that in relation to this procurement:

1. Unless otherwise required by law, the prices that have been quoted in this Bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, in the case of a bid, or prior to award, in the case of a proposal, directly or indirectly to any other Bidder or to any competitor; and

2. No attempt has been made or will be made by the Bidder to induce any other person or firm to submit or not to submit an offer to restrict competition.

F. Tax Information The Bidder understands that prior to receiving a contract award from the County, the Bidder must submit a completed IRS W-9 form to provide a Federal Tax ID number, or if not available, to provide a Social Security Number (SSN).

G. Duty to Inquire

Should Bidder find discrepancies in or omissions from the solicitation, plans, specifications or other documents, or should the Bidder be in doubt as to their meaning, the Bidder shall at once notify the ITB Contact in writing. If the point in question is not clearly and fully set forth, a written addendum will be issued and posted on the County’s web site ePro. It is the Bidders’ responsibility to periodically check the Web site for such addenda. The County will not be responsible for any oral instructions nor for any written materials provided by any County personnel that are not also posted on the ePro web site.

CERTIFICATION

The information furnished in Paragraphs A through G and in the accompanying Bid is certified to be factual and correct as of the date submitted and this certification is made under penalty of perjury under the laws of the State of California.

Name

Title

Company/Organization

Phone Number / Email

Signature

Date

Invitation to Bid Motor Oil & Lubricants and

Equipment Solicitation

2. PUBLIC RECORDS ACT

All Bids and other material submitted become the property of the County and are subject to release according to the California Public Records Act (Government Code § 7290.000, et seq). All Bid information, including cost information, will be held in confidence during the evaluation and until a Notice of Intent to Award notification has been issued. Thereafter, Bids are subject to becoming a non-exempt public record.

If a Bidder believes that any portion of its Bid is exempt from public disclosure, it must indicate the specific portions believed to be confidential and not subject to disclosure within their response. The Bidder also must include a brief description that sets out the reasons for exemption from disclosure. Each stated exemption must include a citation to supporting legal authority, including statutory authority or case law, to support exemption from the Public Records Act. Requested exemptions that do not meet the requirements of this section will not be considered.

The County will use reasonable means to ensure that such information is safeguarded, but will not be held liable for inadvertent disclosure of the information. Bids marked “Confidential” in their entirety will not be honored, and the County might not deny public disclosure of any portion of Bids so marked.

By submitting a Bid with portions identified as “Confidential,” Bidder represents that it has a good faith belief that such portions are exempt from disclosure under the California Public Records Act. Bidder may be requested to obtain legal protection from disclosure should a Public Records Act request be received.

In the event the County does not disclose the information marked “Confidential,” Bidder agrees to reimburse the County for, and to indemnify, defend (with counsel approved by County) and hold harmless the County, its officers, employees, agents, and volunteers from and against any and all claims, damages, losses, liabilities, suits, judgments, fines, penalties, costs and expenses, including without limitation, attorneys’ fees, expenses and court costs of any nature arising from or relating to the County’s non-disclosure of any such designated portions of a Bid.

TO BE COMPLETED BY AN AUTHORIZED REPRESENTATIVE OF THE BIDDER

Bidder Company/Organization Name:

Authorized Representative Name:

Authorized Representative Title:

Signature:

Date:

Invitation to Bid Motor Oil & Lubricants and

Equipment Solicitation

3. PRICING SCHEDULE

A. Specifications The San Bernardino County is procuring motor oil and lubricants and related equipment, furnished in quantities ordered, at times need by the successful Bidder(s).

The County purchases Only name brands, (i.e.: Exxon Mobil, Chevron, Texaco, Shell Citgo, Pennzoil, Conoco Phillips, Castrol, Ford Motorcraft) and normally orders in package of bulk or 55-gallon drum (other sizes of packages may be ordered upon request). No private label/house brands will be accepted.

Manufacturer should be identified in the Attachment A - COST under MFGR/BRAND column (Attachment A is a separate attachment in ePro). Price sheet for the related equipment is listed in the Attachment B.

Delivery time is critical. All oils and lubricants supplied under this contract are delivered to several County locations - Attachment C and for equipment and vehicle repair.

B. Terms & Delivery

1. Terms shall be in accordance with San Bernardino County Purchase Order: Net 60 days after acceptance of order products. Delivery shall be FOB County’s place of delivery within 24 hours after receipt of County’s Purchase Order; the San Bernardino County is Self-Insured. Vendor shall comply with invoicing requirements as stipulated by San Bernardino County.

2. The Contract period will be five (5) years beginning on November 14, 2026 and ending on November 13, 2031.

3. Delivery Service

a) Delivery shall be made to point as specified to each County address and center as ordered

b) Delivery shall be inside delivery to the specified inside point as directed by the receiving location(s)

c) Bidder shall coordinate with each location to establish a regular delivery schedule.

d) Delivery shall be made complete as ordered within the time quoted by Bidder from receipt of order.

e) One Delivery-One Invoice.

f) Delivery will be made to the listed locations on Attachment C during the stated delivery hours.

g) Oils requested in bulk are to be delivered to the County’s bulk oil storage tanks located throughout the county (see Attachment C).

h) Delivery must be made within twenty-four (24) hours of order placements.

i) Prompt delivery and efficient service are essential; failure to furnish such delivery and service will constitute a breach of this contract.

j) Unless otherwise specified, the shipment shall be made in substantial commercial containers, so contracted as to insure acceptance and safe delivery by common or other carrier. Each shipping container shall be clearly marked with the manufacturer’s name, product brand name or number.

k) Bidder(s) are required to remove their empty drums during the normal course of product delivery

l) It is the bidder’s responsibility to submit an invoice within 24 hours of the product delivery.

4. This solicitation is intended to establish competitive pricing for a five (5) year term beginning 11/14/2026 through 11/13/2031.

Invitation to Bid Motor Oil & Lubricants and

Equipment Solicitation

5. A price adjustment may be requested after the 1st year from the contract effective date during the contract term and must be submitted in writing 30 calendar days prior to the adjustment date to the department's Fiscal Unit for review and approval. The contractor should submit the price adjustment request. with supporting documents, with current contract pricing, the price adjustment percentage, and the new pricing after the price adjustment, and a brief explanation regarding the price adjustment request according to the market standard. Price increase requests of more than 3 percent will not be accepted. In the event of a major industrial standard change or unusual market circumstances, a price increase of more than 3 percent may be considered, depending on the Fleet Management’s funding and budget availability. Contractor must price protect the contracted price for the duration between the time the price increase request is approved by the Fleet Management Business Office and the time the increase is processed.

The price adjustment request, after the 1st year from the contract effective date, should be submitted in writing 30 days before to the Fleet Management Contract Analyst Diane Elmore at:

Diane.Elmore@fltm.sbcounty.gov

6. County prefers the vendor who bids on all items listed under Attachment A, the bidder can also provide a partial bid on item(s) that are available to the vendor. However, the County has the sole discretion to determine if the partial bid will be evaluated or not after the bid is opened.

7. For questions regarding these ITB. Please contact:

Lisa Zhu Buyer III 210 North Lena Rd Building #11 San Bernardino, CA 92415 Tel: 909-387-7892 Email: Lisa.Zhu@pur.sbcounty.gov

4. PUBLIC AGENCY PARTICIPATION

It is intended that any other public agency (i.e., city, district, public authority, public agency, municipality and other political sub-division or public corporation of California) located in San Bernardino County shall have the option to participate in any award made as a result of this solicitation. Any agency located outside of San Bernardino County shall have the option to participate but shall incur all freight charges from location of awarded Bidder to delivery point. The San Bernardino County shall incur no financial responsibility in connection with orders issued under the authority of this provision or in making payments to the vendor.

A. Winning Award Will Be Required to Comply With The Following:

California Revenue and Taxation Code Section 18662

In compliance with California Revenue and Taxation code section 18662, if you are a non-resident of California (out-of-state invoices) who receives California source income, the County will pay California Use Tax directly to the State of California per permit no. SR FH 25-632384. Fifteen (15) business days prior to the first payment, new suppliers or suppliers with expired forms or forms with incorrect information, must submit new forms to the County (forms are available from the Franchise Tax Board website listed below).

B. Franchise Tax Board Website:

http://www.ftb.ca.gov mailto:Diane.Elmore@fltm.sbcounty.gov mailto:Lisa.Zhu@pur.sbcounty.gov http://www.ftb.ca.gov/

Invitation to Bid Motor Oil & Lubricants and

Equipment Solicitation

Section II: Instructions for Completing Invitation to Bid

1. PRICING YOUR BID

A. Bid on each item separately. Prices should be stated per unit(s) specified herein.

B. Unless otherwise specified, all prices shall be F.O.B. destination. Bids other than F.O.B. destination shall be considered non-responsive and will be rejected. Any freight charges must be priced separately from product pricing.

C. Unless otherwise specified, prices bid herein should NOT include California sales/use tax or Federal excise tax. The County generally is required to pay California sales/use tax, and it should be shown as a separate item on invoices. The County is exempt from payment of Federal excise tax. It must NOT be included in invoices.

D. All prices and notations must be in ink or typewritten. No erasures permitted. Mistakes may be crossed out and corrected and must be initialed in ink by person(s) signing the bid.

E. Discounts of less than thirty (30) days will not be considered in evaluation of bids to determine overall apparent low bidder.

F. The County net terms are Net 60. Net terms of less than 30 days will not be accepted.

2. SUBMITTING YOUR BID

A. Bids may be submitted electronically through the San Bernardino County Electronic Procurement

Network (ePro) https://epro.sbcounty.gov/bso/.

B. In addition to electronic submission bids may be submitted in paper form. Each bid submitted in hard copy must be in a separate sealed envelope WITH BID NUMBER ON THE OUTSIDE and must be hand delivered to the County Fleet Management Department, Administration Office (where it will be time stamped to indicate time of receipt), 210 North Lena Rd, Building #1, San Bernardino, California 92415, by Deadline for Proposals specified below under Section II.2.F.

C.

D. Print, complete, sign and submit Section I, subsection 1 and 2, as part of your bid.

E. Print, complete and submit Section 1, subsection 3, as part of your bid.

F. Failure to bid on authorized County form may be cause for rejection of bid.

G. Any bid received at the County Purchasing Department after the exact time for receipt will not be considered and will be rejected as a late bid.

Tentative Release of the ITB Tuesday 03/17/2026

Deadline for Submission of Questions Tuesday 03/24/2026 09:00 AM

Deadline for Proposals Tuesday 04/14/2026 3:00 PM

Tentative Date for Contract Award August 2026

H. Questions regarding the contents of this ITB shall be submitted through the ePro system on or before the

Deadline for Submission of Questions specified above under Section II.2.F. All questions will be https://epro.sbcounty.gov/bso/

Invitation to Bid Motor Oil & Lubricants and

Equipment Solicitation answered, and both the question and answer will be posted as addendum to the ITB in ePro. System-related issues in ePro shall be directed to the Purchasing Department at (909) 387-2060.

I. Late bids will be returned to the bidder unopened unless it is determined that the late receipt was due solely to mishandling by the Purchasing Department and such determination is made prior to award.

J. The County’s primary means of providing bids and addenda is through ePro (https://epro.sbcounty.gov/bso/).

All bidders must be registered in ePro prior to the date for submission of bids.

K. No oral interpretation shall be made to modify any provisions of any bid specifications. Requests for an interpretation shall be made in writing to the County Director of Purchasing prior to bid opening and a written response will be posted on the County ePro website.

L. Any Bidder desiring to withdraw its bid must do so before County bid opening.

M. Bids submitted in response to this INVITATION TO BID must be in full conformance with the terms and conditions set forth herein. Further, all specification requirements must be met unless the language of the INVITATION TO BID specifically indicates alternate specifications will be considered.

N. Samples of items, when required, must be furnished free of expense to the County, and if not destroyed by tests will, upon request, be returned at the Bidder's expense.

O. All bids must be signed with the firm name and by an authorized officer or employee. Obligations assumed by such signature must be fulfilled.

3. EVALUATION AND AWARD

A. Bids are subject to acceptance at any time within 90 days after opening of same, unless otherwise stipulated by the County.

B. In determining the lowest bid, discounts of 30 days or greater will be considered. Discounts will be calculated from receipt and acceptance of merchandise or invoice, whichever is later.

C. Award will be made by the Purchasing Department to the responsive, responsible bidder(s) providing the best value(s).

D. The County reserves the right to waive a variation in specification if, in the opinion of the County, such variation does not materially change the item or its performance within parameters acceptable to the County.

E. The County reserves the right to reject any or all Bids and to accept or reject any item(s) thereon, or waive any irregularity in the Bid.

F. In the event of a conflict between a unit price Bid and Bidder's extended price, the unit price will prevail unless price is so obviously unreasonable as to indicate an error. In that event, the County will seek clarification from the Bidder if time permits. If not, the County may reject the Bid as non- responsive for the reason of inability to determine the intended Bid.

G. The County reserves the right to perform a pre-award survey of the Bidder to determine capability to perform, including but not limited to facilities, financial responsibility, materials/supplies, and past https://epro.sbcounty.gov/bso/

Invitation to Bid Motor Oil & Lubricants and

Equipment Solicitation performance. The determination of the County as to the Bidder’s prospective ability to perform the contract shall be conclusive.

4. PROTEST PROCEDURES

A. In the event a dispute arises concerning the bid process prior to the award of the Contract, the Bidder raising the dispute shall submit a request for resolution in writing to the Purchasing Agent. Bidder may appeal the recommended award or denial of award (Protest), provided the Protest:

1. Is submitted in writing.

2. Is submitted within ten (10) calendar days of the issuance date of a Notice of Intent to Award.

B. A Protest can only be brought on the following grounds:

1. Failure of the County to follow the selection procedures and adhere to requirements specified in the Invitation to Bid or any addenda or amendments.

2. Violation of conflict of interest as provided by California Government Code Section 87100 et seq.

3. Violation of State or Federal law.

C. Protests will not be accepted for any other reasons than those stated above. All Protests must be sent to:

Pete Mendoza, Purchasing Director San Bernardino County Purchasing Department 777 E. Rialto Avenue San Bernardino, CA 92415-0760

D. Upon receipt of the formal Protest, the Purchasing Agent, or his/her designee, will attempt to resolve the Protest. A Protest shall be disallowed when, in the judgment of the Purchasing Agent it has been submitted: (1) as a delay tactic; (2) for the purpose of posturing the Bidder advantageously for future procurement; (3) in a form that deviates from the one prescribed; (4) without adequate factual basis or merit; or (5) in an untimely manner.

The Purchasing Agent shall make a decision concerning the Protest, and notify the Bidder submitting the Protest, within a reasonable time frame prior to the tentatively scheduled date for awarding the Contract.

The Purchasing Agent shall notify the Bidder making the Protest of the decision, within a reasonable time frame prior to the tentatively scheduled date for awarding the Contract. If the Contract must be approved by the Board of Supervisors (Board), after receiving a decision from the Purchasing Agent, the Bidder may then present its Protest to the Clerk of the Board of Supervisors for the Board’s review and decision.

The Bidder must file its written Protest with the Clerk of the Board or provide a verbal Protest (typically limited to three minutes) prior to the Board making a decision on the Contract. Any decision of the Board shall be deemed final.

By submitting a “Letter of Protest”, the Bidder has agreed that the protest procedures herein shall precede any action in a judicial or quasi-judicial tribunal regarding this Bid. Protests that do not follow these procedures shall not be considered. The Protest procedures constitute the sole administrative remedy available to the Bidder under this ITB. Upon exhaustion of this remedy no additional recourse is available.

5. LOCAL VENDOR PREFERENCE

The County has adopted a preference (County Policy 11-10) for vendors whose principal place of business is located within the boundaries of the County. The definition of a Local Vendor is contained within County Policy 11-10 (Attachment D). A local preference of five percent (5%) preference shall be applied in the cost

Invitation to Bid Motor Oil & Lubricants and

Equipment Solicitation evaluation of Bids for goods, services, equipment, or a minor public work project, unless an exemption applies. In a price-based bid, five percent (5%) will be deducted from the local vendor’s proposed cost for the purpose of comparison when the local vendor’s proposed cost is not the lowest. If the local vendor’s bid is equal to or lower than the price of an otherwise successful non-local vendor after the 5% preference is applied, the local vendor will be given the opportunity to match the lowest quoted price. In a best value evaluation, five percent (5%) of the allowable points for cost will be added to the local vendor’s score. If the local vendor’s overall score is equal to or lower than that of an otherwise successful non-local vendor, the local vendor will be recommended for award. Due to the evaluation of qualitative elements along with cost in a best value evaluation, application of local preference for cost proposals may not result in award to a local vendor with the lowest cost after applying local preference.

The County’s Local Preference Policy means for example, if two Bidders are responding to this ITB and if quality, service and ability to meet the County’s needs are equal, County staff must determine if one of the Bidders is a local vendor. Bidders may self-certify as a local vendor using this form (insert link). If one of the Bidders is a local vendor, and its quoted price or cost for services, equipment, goods or supplies does not exceed five percent (5%) of the other Bidder’s quoted price or cost, unless it is determined that an exemption applies, staff must give the local vendor an opportunity to match the lowest quoted price to be recommended for the contract award.

Section III: Standard Terms and Conditions

The terms below apply to any subsequent contract awarded to a successful Bidder.

1. DEFINITIONS

A. “Bidder" shall mean any person, firm, partnership, or corporation submitting a bid to County in response to this ITB.

B. "County" shall mean the San Bernardino County, California

C. "Contractor" shall mean the bidder whose bid is accepted by County and who has entered into an agreement with County to provide the goods, equipment and/or services described herein.

2. ASSIGNMENT OF RIGHTS, TITLE AND INTEREST

In submitting a Bid to a public purchasing body, the Bidder offers and agrees that if the Bid is accepted, it will assign to the County all rights, title and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. §15) or under the Cartwright Act (Chapter 1 (commencing with §16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the Bidder for sale to the County pursuant to the Bid. Such assignment shall be made and become effective at the time the County tenders final payment to the Contractor.

3. CAL OSHA

As applicable, all items furnished under this Bid shall meet or exceed the standards established by the California Occupational Safety and Health Act of 1973 and current amendments thereto, provided the end use of the item is for the purpose for which the item is intended.

4. FORMAL BIDS

Invitation to Bid Motor Oil & Lubricants and

Equipment Solicitation

In the event this Bid results in a contract and/or purchase order, terms and conditions of this Bid are incorporated therein and form a part of the purchase order.

5. DELIVERY

Time is of the essence, and the contract and/or purchase order is subject to termination for failure to deliver on time. The acceptance by County of late performance with or without objection or reservation shall not waive the right to claim damage for such breach nor constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by the Contractor.

6. INSPECTION

All items or services are subject to final inspection and acceptance at designation by the County. Such final inspection shall be made within a reasonable time after delivery.

7. TERMINATION FOR DEFAULT

The County may, by written notice of default to the Contractor, terminate any resulting order in whole or in part should the Contractor fail to make satisfactory progress, fail to deliver within time specified therein or fail to deliver in strict conformance to specifications and requirements set forth therein. In the event of such termination, the County reserves the right to purchase or obtain the supplies or services elsewhere, and the defaulting Contractor shall be liable for the difference between the prices set forth in the terminated order and the actual cost thereof to the County. The prevailing market price shall be considered the fair repurchase price.

A. If, after notice of termination of any resulting order under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, the rights and obligations of the parties shall be the same as if the notice of termination had been issued for convenience as set forth below.

B. The rights and remedies of the County provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under resulting order.

8. TERMINATION FOR CONVENIENCE

The County may, by written notice stating the extent and effective date, terminate any resulting order for convenience in whole or in part, at any time, with or without cause. The County shall pay the Contractor as full compensation for performance until such termination:

A. The unit or pro rata price for the delivered and accepted portion.

B. A reasonable amount, as costs of termination, not otherwise recoverable from other sources by the

Contractor as approved by the County, with respect to the undelivered or unaccepted portion of the order, provided compensation hereunder shall in no event exceed the total price.

C. In no event shall the County be liable for any loss of profits on the resulting order or portion thereof so terminated.

Invitation to Bid Motor Oil & Lubricants and

Equipment Solicitation

D. The rights and remedies of the County provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under resulting order.

9. TITLE

Title to the material and supplies purchased shall pass directly from Contractor to County upon delivery to the County destination, subject to the right of County to reject upon inspection, unless other arrangements have been made with the County in writing in advance.

10. VARIATIONS IN SPECIFICATIONS

The County reserves the right to waive a variation in specification if, in the opinion of the County, such variation does not materially change the item or its performance within parameters acceptable to the County.

11. AVAILABILITY OF FUNDING

The maximum amount of reimbursement/payment under this Contract shall be subject to availability of funds to the County.

12. INSPECTION OF SERVICEMATERIALS/SUPPLIES

All performance (which includes materials, supplies and equipment furnished or utilized in the performance of this Contract) shall be subject to inspection and test by the County at all times during the term of the Contract and/or purchase order. The Contractor shall provide adequate cooperation to any inspector assigned by the County to permit the inspector to determine the Contractor's conformity with these specifications and the adequacy of the services being contractually provided. All inspection by the County shall be made in such a manner as not to unduly interfere with Contractor performance.

13. DISPUTES

A. Except as otherwise provided in this Contract, any dispute concerning a question of fact regarding a provision of this Contract which is not disposed of by agreement shall be decided by the Director of Purchasing who shall furnish the decision to the Contractor in writing. The decision of the Director of Purchasing shall be final and conclusive unless determined by the court of competent jurisdiction to have been fraudulent or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith. The Contractor shall proceed diligently with the performance of the Contract pending the Director of Purchasing’s decision.

B. The "Disputes" clause does not preclude consideration of legal questions in connection with decisions provided for in paragraph (A) above. Nothing in this contract shall be construed as making final the decision of any administrative official, representative, or board on a question of law.

C. In the event of any dispute, claim, question or disagreement arising from or relating to this Contract or breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.

14. CHANGES

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Equipment Solicitation

The Director of Purchasing may at any time, by written order, make changes within the general scope of this Contract, in the definition of services to be performed, and the time (i.e., hours of the day, days of the week, etc.) and place of performance thereof. Such changes will become effective not less than 30 days after notice of such changes are provided to Contractor. If any such change causes an increase or decrease in the cost of, or the time required for the performance of any part of the work under this Contract, whether changed or not changed by any such order, the parties shall negotiate an equitable adjustment shall be made in the contract price or delivery schedule, or both, and the contract shall be modified in writing accordingly. Any claim by the Contractor for adjustment under this clause must be asserted within 30 days from the date of receipt by the Contractor of the notification of change; provided however, that if the Director of Purchasing decides that the facts justify such action, the Director of Purchasing may receive and act upon any such claim asserted at any time prior to final payment under this Contract. Where the cost of property made obsolete or excess as a result of a change is included in the Contractor's claim for adjustment, the Director of Purchasing shall have the right to prescribe the manner of disposition of such property. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes". If no agreement can be reached on the changes, at the County’s option the Contractor may continue to proceed with the Contract without the changes becoming effective, or the County may terminate the Contract for convenience in accordance with the applicable provisions in this Contract.

15. ASSIGNABILITY

The Contractor shall not assign any interest in this Contract and shall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of the County thereto.

Notwithstanding the foregoing, Contractor may assign claims for money due or that become due to the Contractor from the County under this Contract without such approval, provided that such assignment is not in violation of, nor would cause the County to be in violation of, applicable law. Written notice of any such assignment or transfer shall be furnished promptly to the County.

16. INDEMNITY

Contractor agrees to indemnify, defend (with counsel reasonably approved by County) and hold harmless the County and its authorized officers, employees, agents and volunteers (Indemnitees) from any and all claims, actions, losses, damages and/or liability arising out of this Contract from any cause whatsoever, including the acts, errors or omissions of any person and for any costs or expenses incurred by the County on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of Indemnitees. The Contractor indemnification obligation applies to the County’s “active” as well as “passive” negligence.

17. CONDUCT OF CONTRACTOR

A. The Contractor agrees to inform the County of all the Contractor's interests, if any, which are or which the Contractor believes to be incompatible with any interests of the County.

B. The Contractor shall make all reasonable efforts to ensure that no County officer or employee, whose position in the County enables him/her to influence any award of this Contract or any competing offer, shall have any direct or indirect financial interest resulting from the award of the Contract or shall have any relationship to the Contractor or officer or employee of the Contractor.

C. The Contractor shall not use for personal gain or make other improper use of privileged information which is acquired in connection with this Contract. In this connection, the term "privileged information" includes, but is not limited to, unpublished information relating to technological and scientific

Invitation to Bid Motor Oil & Lubricants and

Equipment Solicitation development; medical, personnel, or security records of the individuals; anticipated materials requirements or pricing actions; and knowledge of selections of contractors or subcontractors in advance of official announcement.

D. The Contractor shall not offer (either directly or through an intermediary) any improper consideration such as, but not limited to, cash, discounts, service, the provision of travel or entertainment, or any items of value to any officer, employee or agent of the County in an attempt to secure favorable treatment regarding this Contract.

The County, by written notice, may immediately terminate any Contract if it determines that any improper consideration as described in the preceding paragraph was offered to any officer, employee or agent of the County with respect to the Bid and award process. This prohibition shall apply to any amendment, extension or evaluation process once a Contract has been awarded.

The Contractor shall immediately report any attempt by a County officer, employee or agent to solicit (either directly or through an intermediary) improper consideration from the Contractor. The report shall be made to the supervisor or manager charged with supervision of the employee or to the County Administrative Office. In the event of a termination under this provision, the County is entitled to pursue any available legal remedies.

18. DISALLOWANCE

In the event the Contractor receives payment for services under this Contract, which is later disallowed by the County, the Contractor shall promptly refund the disallowed amount to the County on request, or at its option, the County may offset the amount disallowed from any payment due to the Contractor under any contract with the County.

19. GOVERNING LAW AND VENUE

This Contract shall be construed and interpreted according to the laws of the State of California. The parties agree that the venue of any action or claim brought by any party to this Contract will be the Superior Court of California, San Bernardino County, San Bernardino District. Each party hereby waives any law or rule of the court, which would allow them to request or demand a change of venue.

20. AUDIT AND INSPECTION OF RECORDS

A. General. The County shall have the audit and inspection rights described in this section.

B. Cost or pricing data. If the Contractor submitted cost or pricing data in connection with the pricing of this Contract or any change or modification thereto, unless such pricing was based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities of the general public, or prices set by law or regulation, the Director of Purchasing or his/her representatives who are employees of the County or its agent shall have the right to examine all books, records, documents and other data of the Contractor related to the negotiation pricing or performance of such contract, change or modification, for the purpose of evaluating the accuracy, completeness and currency of the cost or pricing data submitted.

C. Availability. The materials described above shall be made available at the office of the Contractor, at all reasonable times, for inspection, audit or reproduction, until the expiration of three years from the date of final payment under this contract, or by (1) and (2) below:

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Equipment Solicitation

1. If this Contract is completely or partially terminated, the records relating to the work terminated shall be made available for a period of three years from the date of any resulting final settlement.

2. Records which relate to appeals under the "Disputes" clause of this Contract, or litigation or the settlement of claims arising out of the performance of this Contract, shall be made available until such appeals, litigation, or claims have been disposed of, or three years after Contract completion, whichever is longer.

D. The Contractor shall insert a clause containing all the provisions of this entire clause in all subcontracts hereunder except altered as necessary for proper identification of the contracting parties and the contracting officer under the County's prime contract.

21. PATENT AND COPYRIGHT LICENSE

County shall have a royalty-free, non-exclusive and irrevocable license to publish, disclose, copy, translate, and otherwise use, copyright or patent, now and hereafter, all reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other materials or properties developed under this Contract including those covered by copyright, and reserves the right to authorize others to use or reproduce such material. All such materials developed under the terms of this Contract shall acknowledge the County as the funding agency and Contractor as the creator of the publication. No such materials or properties produced in whole or in part under this Contract shall be subject to private use, copyright or patent right by Contractor in the United States or in any other country without the express written consent of County. Copies of all educational and training materials, curricula, audio/visual aids, printed material, and periodicals, assembled pursuant to this Contract must be filed with the County prior to publication.

The Contractor shall report to the Director of Purchasing, promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this Contract of which the Contractor has knowledge.

22. CONTRACTOR REPRESENTATION

Unless the Contractor expressly states otherwise in its Bid, where functional requirements are expressly stated as part of the requirements of this solicitation, the Contractor, by responding, represents that in its opinion the materials and/or system proposed is capable of meeting those requirements. In the event of any inconsistency between the functional specifications and the detailed specifications contained in the solicitation, the former will control.

23. WARRANTY

Contractor agrees that the equipment or supplies to be furnished shall be covered by the most favorable commercial warranties the Contractor gives to any customer for the same or substantially similar equipment or supplies and that the rights and remedies so provided are in addition to and do not limit any rights afforded to County.

24. PERMITS, NOTICES, FEES AND LAWS

The Contractor shall, at Contractor's expense, obtain all necessary permits and licenses, give all necessary notices, pay all fees required by law, and comply with all laws, ordinances, rules and regulations relating to work and to the preservation of the public health and safety.

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25. AIR, WATER POLLUTION CONTROL, SAFETY AND HEALTH

Contractor shall comply with all air pollution control, water pollution, Safety and Health Ordinances and statutes which apply to the work performed pursuant to this contract, including any requirements specified in state government codes.

26. FINDINGS CONFIDENTIAL

Any reports, information, data, etc., given to or prepared or assembled by the Contractor under this Contract which the County requests to be kept as confidential shall not be made available to any individual or organization by the Contractor without the prior written approval of the County.

27. NOTICE

Any notice or notices required or permitted to be given pursuant to this Contract may be personally served on the other party by the party giving such notice, or may be served by certified mail, return receipt requested, to the addresses set forth herein.

28. PRODUCT IDENTIFICATION AND LABELING

Each package shall be identified with the manufacturer’s label, which shall conform to the requirements of the Fair Packaging and Labeling Act and Section 12604 of the California Business and Professions Code.

29. DRUG & ALCOHOL-FREE WORKPLACE

In recognition of individual rights to work in…