Proposed Contract with Mansfield Oil Company of Gainesville, Inc. to Contract No. CW125630

MURIELBOWSERMAYOR
June 16,2025
Honorable PhilMendelson
Chairman
Councilofthe Districtof Columbia
John A. Wilson Building
1350 PennsylvaniaAvenue, NW, Suite504
Washington,DC 20004
Dear Chairman Mendelson:
Pursuanttosection451ofthe DistrictofColumbia Home Rule Act (DC OfficialCode § 1-204.51)
and section202ofthe ProcurementPracticesReform Act of2010 (D.C.OfficialCode § 2-352.02),
enclosedforconsiderationand approvalby the Council of the Districtof Columbia isproposed
ContractNo. CW125630 with MansfieldOil Company of Gainesville,Inc.inthe not-to-exceed
amountof $15,000,000.The periodof performanceisfrom July 1,2025,throughJune 30,2026.
Undertheproposedcontract,MansfieldOilCompanyofGainesville,Inc.willprovidevarioustypesoffueltoseveralfuelstoragesitesthroughouttheDistrict.Thefueltypesincluderegular,
mid-grade,ethanol,dieseland bio-dieselwhich arecriticalto theoperationofthe District'sfleet
of vehicles.
My administrationisavailabletodiscussanyquestionsyoumayhaveregardingtheproposedcontract.Inordertofacilitatearesponsetoanyquestionsyoumayhave,pleasehaveyourstaffcontactMareScott,ChiefOperatingOfficer,OfficeofContractingandProcurement,at(202)724-
8759.
TookforwardtotheCouncil’sfavorableconsiderationofthiscontract.
Sincerely,
Mbriel Bowser
1

GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of Contracting and Procurement

Pursuant to section 202(c) of the Procurement Practices Reform Act of 2010, as amended, D.C.
Official Code § 2-352.02(c), the following contract summary is provided:

COUNCIL CONTRACT SUMMARY
(Standard)

(A) Contract Number: CW125630

Proposed Contractor: Mansfield Oil Company of Gainesville, Inc.

Proposed Contractor’s Principals: Dan Luther, VP Government Sales

Contract Amount (Base Period): Not-to-Exceed (NTE) $15,000,000.00

Unit and Method of Compensation: Fixed unit price per gallon

Term of Contract: July 1, 2025, through June 30, 2026

Type of Contract: Requirements

Source Selection Method: Cooperative Purchase

(B) For a contract containing option periods, the contract amount for the base period and for
each option period. If the contract amount for one or more of the option periods differs from
the amount for the base period, provide an explanation of the reason for the difference:

Base Period Amount: $15,000,000.00 NTE

Option Period 1 Amount: $8,750,000.00 NTE
Explanation of difference from base period (if applicable):
The option period, if exercised, will run for seven months to align with the term of the cooperative
contract.

(C) The goods or services to be provided, the methods of delivering goods or services, and any
significant program changes reflected in the proposed contract:

The contractor will be required to supply regular, mid- grade, diesel, bio-diesel and ethanol fuel to
the District fueling sites utilizing tanker or wagon delivery vehicles.
2

(D) The selection process, including the number of offerors, the evaluation criteria, and the
evaluation results, including price, technical or quality, and past performance components:

The proposed delivery order will be awarded against a cooperative purchasing agreement between
Sourcewell and Mansfield Oil Company of Gainesville, Inc. which is a State of Minnesota local
government unit and service cooperative created under the laws of t he State of Minnesota
(Minnesota Statutes section 123A.21) that offer cooperative procurement solutions to government
entities.

(E) A description of any bid protest related to the award of the contract, including whether the
protest was resolved through litigation, withdrawal of the protest by the protestor, or
voluntary corrective action by the District. Include the identity of the protestor, the grounds
alleged in the protest, and any deficiencies identified by the District as a result of the protest:

None

(F) A description of any other contracts the proposed contractor is currently seeking or holds
with the District:

None

(G) The background and qualifications of the proposed contractor, including its organization,
financial stability, personnel, and performance on past or current government or private
sector contracts with requirements similar to those of the proposed contract:

Since Mansfield Oil Company was founded in 1957, it became one of the leaders in the petroleum
industry providing reliable fuel supply, logistics, additives and strategic solutions across North
America. The proposed contractor has been delivering 3 billion gallons of fuel and complementary
products annually from their 900 fuel supply points, serving airports, car rental companies,
convenience stores, forestry and government agencies, retailers, manufacturing organizations,
marinas, quarries, transportation fleets and trucking firms, universities, utilities and waste
management companies. The proposed contractor has been satisfactorily providing fuel to the
District since 2005.

(H) A summary of the subcontracting plan required under section 2346 of the Small, Local, and
Disadvantaged Business Enterprise Development and Assistance Act of 2005, as amended,
D.C. Official Code § 2-218.01 et seq. (“Act”), including a certification that the subcontracting
plan meets the minimum requirements of the Act and the dollar volume of the portion of the
contract to be subcontracted, expressed both in total dollars and as a percentage of the total
contract amount:

Not applicable

(I) Performance standards and the expected outcome of the proposed contract:

3

The Contractor shall make fuel deliveries to specified locations in the District and at increments
subject to the terms and conditions of the cooperative agreement.

(J) The amount and date of any expenditure of funds by the District pursuant to the contract
prior to its submission to the Council for approval:

None

(K) A certification that the proposed contract is within the appropriated budget authority for the
agency for the fiscal year and is consistent with the financial plan and budget adopted in
accordance with D.C. Official Code §§ 47-392.01 and 47-392.02:

The Agency Fiscal Officer has certified that there is sufficient funding for the proposed contract.

(L) A certification that the contract is legally sufficient, including whether the proposed
contractor has any pending legal claims against the District:

The contract action has been determined to be legally sufficient. The proposed contractor has no
pending legal claims against the District.

(M) A certification that the Citywide Clean Hands database indicates that the proposed contractor
is current with its District taxes. If the Citywide Clean Hands Database indicates that the
proposed contractor is not current with its District taxes, either: (1) a certification that the
contractor has worked out and is current with a payment schedule approved by the District;
or (2) a certification that the contractor will be current with its District taxes after the District
recovers any outstanding debt as provided under D.C. Official Code § 2-353.01(b):

A certification has been issued by the Citywide Clean Hands database indicates that the proposed
contractor is current with its District taxes.

(N) A certification from the proposed contractor that it is current with its federal taxes, or has
worked out and is current with a payment schedule approved by the federal government:

The proposed contractor self-certified that they are current with federal taxes.

(O) A certification that the proposed contractor has been determined not to violate section 334a of
the Board of Ethics and Government Accountability Establishment and Comprehensive
Ethics Reform Amendment Act of 2011, D.C. Official Code § 1-1163.34a; and (2) A
certification from the proposed contractor that it currently is not and will not be in violation
of section 334a of the Board of Ethics and Government Accountability Establishment and
Comprehensive Ethics Reform Amendment Act of 2011, D.C. Official Code § 1-1163.34a:

The contractor has certified, via the Bidder/Offeror Certification form, that it is (1) not in violation
of section 334a of the Board of Ethics and Government Accountability Establishment and
Comprehensive Ethics Reform Amendment Act of 2011, D.C. Official Code § 1-1163.34a; and (2)
currently is not and will not be in violation of section 334a of the Board of Ethics and Government
4

Accountability Establishment and Comprehensive Ethics Reform Amendment Act of 2011, D.C.
Official Code § 1-1163.34a.

(P) The status of the proposed contractor as a certified local, small, or disadvantaged business
enterprise as defined in the Small, Local, and Disadvantaged Business Enterprise
Development and Assistance Act of 2005, as amended; D.C. Official Code § 2-218.01 et seq.:

The proposed contractor is not a certified business enterprise.

(Q) Other aspects of the proposed contract that the Chief Procurement Officer considers
significant:

None

(R) A statement indicating whether the proposed contractor is currently debarred from providing
services or goods to the District or federal government, the dates of the debarment, and the
reasons for debarment:

The proposed contractor is not debarred or excluded from providing services to the District or federal
governments.

(S) Any determination and findings issues relating to the contract’s formation, including any
determination and findings made under D.C. Official Code § 2-352.05 (privatization
contracts):

Determination & Findings for Contractor Responsibility
Determination & Findings for Price Reasonableness
Determination & Findings for Use of a Cooperative Agreement

(T) Where the contract, and any amendments or modifications, if executed, will be made
available online:

www.ocp.dc.gov

(U) Where the original solicitation, and any amendments or modifications, will be made available
online:

Not applicable
1101 4th Street, SW
Washington, DC 20024
Date of Notice: April 3, 2025 L0014012726Notice Number:
FEIN: **-***1383
Case ID: 18542421

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
MANSFIELD OIL CO OF GAINESVILLE INC
1025 AIRPORT PKWY
GAINESVILLE GA 30501-6813

Branch Chief, Collection and Enforcement Administration
Authorized By Melinda Jenkins
To validate this certificate, please visit MyTax.DC.gov. On the MyTax DC homepage, click the
“Validate a Certificate of Clean Hands” hyperlink under the Clean Hands section.
CERTIFICATE OF CLEAN HANDS
As reported in the Clean Hands system, the above referenced individual/entity has no outstanding
liability with the District of Columbia Office of Tax and Revenue or the Department of Employment
Services. As of the date above, the individual/entity has complied with DC Code § 47-2862, therefore
this Certificate of Clean Hands is issued.
TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES
CHAPTER 28 GENERAL LICENSE
SUBCHAPTER II. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
D.C. CODE § 47-2862 (2006)
§ 47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT
1101 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov

COPY
GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF THE CHIEF FINANCIAL OFFICER
*
a
aaa
FINANCIAL PLAN AND BUDGET CERTIFICATION
CONTRACT NO.: CW125630
CAPTION: Motor and AviationFuelsand
RelatedServices
CONTRACTOR NAME: MansfieldOilCompanyofGainesville,Inc.
PROPOSEDCONTRACT AMOUNT(S):$15,000,000.00
ORGANIZATIONCODE: KTO
PERIODOF PERFORMANCE: July1,2025throughJune30,2026
Theproposedcontractfundingintheamountof$11,439,412.09isavailablenowwithin
theDepartmentofPublicWorks(DPW)budgetfortheseservices.Futurefundingabove
theavailableamountiscontingentupontheidentificationofadditionalfunding.The
serviceiswithintheappropriatedbudgetauthorityfortheagencyandisconsistentwith
thefinancialplanandbudgetadoptedinaccordancewith§47-392.01and47-392.02.
AdditionalfundingiscontingentuponbudgetauthorityapprovalFY26portionofthe
contract($3,560,587.91)issubjecttofutureappropriation,
MLL 4- 2SM4" aa, ° Date
400 6th Street NW, Suite 9100, Washington, DC 20001 (202) 727-3400

GOVERNMENT OF THE DISTRICT OF COLUMBIA
Office of the Attorney General

ATTORNEY GENERAL
BRIAN L. SCHWALB

Commercial Division

MEMORANDUM

TO: Tomás Talamante
Director
Office of Policy and Legislative Affairs

FROM: Robert Schildkraut
Section Chief
Government Contracts Section

DATE: June 11, 2025

SUBJECT: Approval of Delivery Order on Cooperative Agreement for Fuel
Contractor: Mansfield Oil Company of Gainesville, Inc
Contract Number: CW125630
Contract Amount: NTE $15,000,000

This is to Certify that this Office has reviewed the above- referenced Contract and that we have
found it to be legally sufficient.

If you have any questions in this regard, please do not hesitate to call me at (202) 724-4018.

______________________________
Robert Schildkraut

GOVERNMENT OF THE DISTRICT OF COLUMBIA
TASK ORDER/DELIVERY ORDER FOR SERVICE
OFFEROR TO COMPLETE BLOCK 29
1. REQUISITION NUMBER

PAGE
1 of 18
2. DELIVERY ORDER NO.
CW125630
3. AWARD/EFFECTIVE DATE
See 30C below
4. CONTRACT NUMBER
Sourcewell Contract
No. 121522-MNF with
Mansfield Oil Company
of Gainesville, GA
5. SOLICITATION NUMBER
N/A
6. SOLICITATION ISSUE DATE
N/A
7. FOR SOLICITATION INFORMATION
CONTACT: Janet C. Concepcion
Email: shawn.brooks@dc.gov
A. NAME

Shawn Brooks
B. TELEPHONE (No Collect Calls)

(202) 671-1563
8.OFFER DUE DATE

N/A
9. ISSUED BY:

Office of Contracting and Procurement
Transportation and Specialty Equipment
Commodity Group
899 NORTH CAPITOL STREET, NE, 5TH FLOOR
WASHINGTON, DC 20002

10. THIS ACQUISITION IS
UNRESTRICTED
SET ASIDE %FOR
SMALL BUSINESS
SMALL DISADV. BUS.
Cooperative
Agreement
DCSS
GSA
SIC:
SIZE STANDARD:

SIC:
SIZE STANDARD:
11. DELIVERY FOR FOB
DESTINATION UNLESS
BLOCK IS MARKED

FOB DESTINATION

12. PAYMENT DISCOUNT TERMS

13. RESERVED
14. METHOD OF SOLICITATION

Cooperative IFB RFP 2-STEP
Purchase
15. CONTRACTOR / OFFEROR

Mansfield Oil Company of Gainesville, Inc
1025 Airport Parkway, SW
Gainesville, GA 30501
16. PAYMENT WILL BE MADE BY:

Office of the Controller/Agency CFO
899 North Capitol, Sixth Floor
Washington, DC 20002
15A. DUNS CODE 15B. TAX ID NO.
17. DELIVER TO:

Various delivery sites
18. ADMINISTERED BY:

Department of Public Works
Fleet Management Administration
1827 West Virginia Ave, Second Floor
Washington, DC 20002

18A. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18B. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 16 UNLESS BLOCK
BELOW IS CHECKED

SEE ADDENDUM
19
ITEM NO.
20
SCHEDULE OF SUPPLIES/SERVICES
21
QUANTITY
22
UNIT
23
UNIT PRICE
24
AMOUNT

See Section B

See Section C

25. ACCOUNTING AND APPROPRIATION DATA
ENCUMBRANCE CODE:
26. ESTIMATED TOTAL AWARD (FOR GOVT. USE ONLY)
Not-To-Exceed $15,000,000.00
27. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ONE COPY TO THE
ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR
OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL PAGES SUBJECT TO THE TERMS AND
CONDITIONS SPECIFIED HEREIN. THIS ORDER IS ISSUED SUBJECT TO THE TERMS AND
CONDITIONS OF THE CONTRACT IDENTIFIED IN BLOCK 4.

28. THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE INTO THIS
DELIVERY ORDER IN THE FOLLOWING PRIORITY: (1). THIS DELIVERY ORDER IS
SUBJECT TO THE TERMS AND CONDITIONS OF THE GSA CONTRACT IDENTIFIED IN
BLOCK 4.
29A. SIGNATURE OF OFFEROR 30A. DISTRICT OF COLUMBIA (SIGNATURE OF CONTRACTING OFFICER)
29B. NAME AND TITLE OF SIGNER (TYPE OR PRINT)

29C. DATE SIGNED 30B. NAME OF CONTRACTING OFFICER (TYPE OR PRINT)

Hildred Pepper
30C. DATE SIGNED
CW125630 - Mansfield Oil Company of Gainesville, Inc.
Page 2 of 18

SECTION B – SERVICES AND PRICES SCHEDULE

B.1 The District of Columbia requires the Contractor to provide fuel which includes Unleaded,
Midgrade, Diesel, Biodiesel B5 and B20, and Ethanol.

B.2 The District awards a Requirements type Delivery Order.

B.3 REQUIREMENTS CONTRACT

The District will purchase its requirements of the articles or services included herein from
the Contractor. The estimated quantities stated herein reflect the best estimates available.
The estimate shall not be construed as a representation that the esti mated quantity will be
required or ordered, or that conditions affecting requirements will be stable. The estimated
quantities shall not be construed to limit the quantities which may be ordered from the
Contractor by the District or to relieve the Contractor of its obligation to fill all such orders.

a) Delivery or performance shall be made only as authorized in accordance with the
Ordering Clause, [ Section G.4]. The District may issue orders requiring delivery to
multiple destinations or performance at multiple locations. If the District urgently
requires delivery before the earliest date that delivery may be specified under this
contract, and if the Contract or shall not accept an order providing for the accelerated
delivery, the District may acquire the urgently required goods or services from another
source.

b) There is no limit on the number of orders that may be issued. The District may issue
orders requiring delivery to multiple destinations or performance at multiple locations.

c) Any order issued during the effective period of this contract and not completed within
that period shall be completed by the Contractor within the time specified in the
order. The contract shall govern the Contractor's and District's rights and obligation s
with respect to that order to the same extent as if the order were completed during the
contract's effective period; provided that the Contractor shall not be required to make
any deliveries under this contract after one year of date of award.

B.4 PRICE SCHEDULE: Unleaded, Midgrade, Diesel, Biodiesel B5 and B20, and Ethanol

See Attached Pricing Schedule (Attachment B)
B.5 ADDITIONAL PRICING TERMS

B.5.1 Winter additive will be billed as a line item on the invoice at .0225/treated gallon.

B.5.2 Freight is a direct pass through rate. Therefore, these rates are subject to fluctuate at the
time of delivery.

B.5.3 LTL deliveries are eligible to be treated as FTL pricing, as Jobbers will be pulling
Mansfield product from the terminal.
CW125630 - Mansfield Oil Company of Gainesville, Inc.
Page 3 of 18

B.5.4 The District is responsible for all applicable Taxes, Environmental Fees and Federal or
Local taxes.

CW125630 - Mansfield Oil Company of Gainesville, Inc.
Page 4 of 18

SECTION C – SPECIFICATIONS/WORK STATEMENT
C.1 SCOPE

C.1.1 The Contractor shall deliver fuel in accordance with the schedule of estimated quantities
and at places indicated below.

CW125630 - Mansfield Oil Company of Gainesville, Inc.
Page 5 of 18

SECTION D – RESERVED FOR FUTURE USE

SECTION E – RESERVED FOR FUTURE USE

SECTION F – PERIOD OF PERFORMANCE

F.1 TERM OF CONTRACT

July 1, 2025 - June 30, 2026

F.2 OPTION TO EXTEND THE TERM OF THE CONTRACT

F.2.1 The District may extend the term of this Delivery Order (DO) for a period through February
10, 2027 and, or successive fractions thereof, by written notice to the Contractor before the
expiration of the DO; provided that the District will give the Contractor preliminary written
notice of its intent to extend at least thirty (30) days before the DO expires. The preliminary
notice does not commit the District to an extension. The exercise of this option is subject
to the availability of funds at the ti me of the exercise of this option. The Contractor may
waive the thirty (30) day preliminary notice requirement by providing a written waiver to
the Contracting Officer prior to expiration of the DO.

F.2.2 If the District exercises this option, the extended contract shall be considered to include
this option provision.

F.2.3 The price for the option period(s) shall be as specified in the Section B of the contract.

F.2.4 The total duration of this DO, including the exercise of any options under this clause, shall
not exceed February 10, 2027.

SECTION G – CONTRACT ADMINISTRATION DATA

This provision supersedes Exhibit A, Section 5.

G.1 INVOICE SUBMITTAL

G.1.1 The Contractor shall create and submit payment requests in an electronic format through
the DC Vendor Portal, https://vendorportal.dc.gov

G.1.2 The Contractor shall submit proper invoices on a monthly basis or as otherwise specified
in the contract.

G.1.3 To constitute a proper invoice, the Contractor shall enter all required information into the
Portal after selecting the applicable purchase order number which is listed on the
Contractor’s profile.

G.2 LIMITATION OF THE DISTRICT’S OBLIGATION
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G.2.1 The Contractor agrees to perform up to the point at which the total amount payable by the
District does not exceed the total amount currently obligated to the contract. The
Contractor is not authorized to continue work beyond that point. The District will not be
obligated in any event to reimburse the Contractor in excess of the amount obligated to the
contract.

G.2.2 The Contractor shall notify the Contracting Officer in writing at least sixty days prior to
the date when, in the Contractor’s best judgment, the work will reach the point at which
the total amount payable by the District will approximate 85 percent of th e total amount
then allotted to the contract for performance. The notification will state (1) the estimated
date when the point will be reached and (2) an estimate of additional funding, if any, needed
to continue performance through the end of the pe riod specified in Section F.1. If after
such notification additional funds are not allotted by the date identified in the Contractor’s
notification, or by an agreed substitute date, the Contracting Officer reserves the right to
discontinue ordering for any item(s) for which additional funds have not been allotted.

G.3 ORDERING METHODOLOGY

Email is an acceptable ordering methodology under the Delivery Order.

G.4 ORDERING CLAUSE

G.4.1 Any supplies and services to be furnished under this contract must be ordered by issuance
of delivery orders or task orders by the CO. Such orders may be issued during the term of
this contract.

G.4.2 All delivery orders or task orders are subject to the terms and conditions of this contract.
In the event of a conflict between a delivery order or task order and this contract, the
contract shall control.

G.4.3 If mailed, a delivery order or task order is considered "issued" when the District deposits
the order in the mail. Orders may be issued by facsimile or by electronic commerce
methods.

G.5 THE QUICK PAYMENT ACT

G.5.1 Interest Penalties to Contractors

G.5.1.1 The District will pay interest penalties on amounts due to the Contractor under the
Quick Payment Act, D.C. Official Code § 2-221.01 et seq., as amended, for the period
beginning on the day after the required payment date and ending on the date on which
payment of the amount is made. Interest shall be calculated at the rate of at least 1%
per month. No interest penalty shall be paid if paymen t for the completed delivery of
the item of property or service is made on or before the required payment date. The
required payment date shall be:

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G.5.1.1.1 The date on which payment is due under the terms of this contract;

G.5.1.1.2 Not later than 7 calendar days, excluding legal holidays, after the date of delivery of
meat or meat food products;

G.5.1.1.3 Not later than 10 calendar days, excluding legal holidays, after the date of delivery of
a perishable agricultural commodity; or

G.5.1.1.4 30 calendar days, excluding legal holidays, after receipt of a proper invoice for the
amount of the payment due.

G.5.1.2 No interest penalty shall be due to the Contractor if payment for the completed delivery
of goods or services is made on or before:

G.5.1.2.1 3rd day after the required payment date for meat or a meat product;

G.5.1.2.2 5th day after the required payment date for an agricultural commodity; or

G.5.1.2.3 15th day after any other required payment date.

G.5.1.3 Any amount of an interest penalty which remains unpaid at the end of any 30-day period
shall be added to the principal amount of the debt and thereafter interest penalties shall
accrue on the added amount.

G.5.2 Payments to Subcontractors

G.5.2.1 The Contractor shall take one of the following actions within seven (7) days of receipt
of any amount paid to the Contractor by the District for work performed by any
subcontractor under the contract:

G.5.2.1.1 Pay the subcontractor(s) for the proportionate share of the total payment received from
the District that is attributable to the subcontractor(s) for work performed under the
contract; or

G.5.2.1.2 Notify the CO and the subcontractor(s), in writing, of the Contractor’s intention to
withhold all or part of the subcontractor’s payment and state the reason for the
nonpayment.

G.5.2.2 The Contractor shall pay subcontractors or suppliers interest penalties on amounts due
to the subcontractor or supplier beginning on the day after the payment is due and
ending on the date on which the payment is made. Interest shall be calculated at the
rate of at least 1% per mo nth. No interest penalty shall be paid on the following if
payment for the completed delivery of the item of property or service is made on or
before the:

G.5.2.2.1 3rd day after the required payment date for meat or a meat product;

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G.5.2.2.2 5th day after the required payment date for an agricultural commodity; or

G.5.2.2.3 15th day after any other required payment date.

G.5.2.3 Any amount of an interest penalty which remains unpaid by the Contractor at the end
of any 30 -day period shall be added to the principal amount of the debt to the
subcontractor and thereafter interest penalties shall accrue on the added amount.

G.5.2.4 A dispute between the Contractor and subcontractor relating to the amounts or
entitlement of a subcontractor to a payment or a late payment interest penalty under the
Quick Payment Act does not constitute a dispute to which the District is a party. The
District may not be interpleaded in any judicial or administrative proceeding involving
such a dispute.

G.5.3 Subcontract requirements

G.5.3.1 The Contractor shall include in each subcontract under this contract a provision
requiring the subcontractor to include in its contract with any lower-tier subcontractor
or supplier the payment and interest clauses required under paragraphs (1) and (2) of
D.C. Official Code § 2-221.02(d).

G.5.3.2 The Contractor shall include in each subcontract under this contract a provision that
obligates the Contractor, at the election of the subcontractor, to participate in negotiation
or mediation as an alternative to administrative or judicial resolution of a dispute
between them.

SECTION H – SPECIAL CONTRACT REQUIREMENT

Article 35, 51% District Residents New Hires Requirements and First Source Employment
Agreement, of the Standard Contract Provisions dated July 2010 for use with District of
Columbia Government Supplies and Services Contracts, is not applicable to this del ivery
order.

SECTION I – CONTRACT CLAUSES

I.1 DISPUTES

Delete clause 14, Disputes, of the Standard Contract Provisions dated July 2010 for use
with District of Columbia Government Supplies and Services Contracts and substitute the
following clause 14, Disputes) in its place:

14. Disputes

All disputes arising under or relating to the contract shall be resolved as provided herein.

CW125630 - Mansfield Oil Company of Gainesville, Inc.
Page 9 of 18

(a) Claims by the Contractor against the District: Claim, as used in paragraph (a) of this
clause, means a written assertion by the Contractor seeking, as a matter of right, the
payment of money in a sum certain, the adjustment or interpretation of contract terms,
or other relief arising under or relating to the contract. A claim arising under a contract,
unlike a claim relating to that contract, is a claim that can be resolved under a contract
clause that provides for the relief sought by the claimant

(1) All claims by a Contractor against the District arising under or relating to a contract
shall be in writing and shall be submitted to the CO for a decision. The Contractor’s
claim shall contain at least the following:

(i) A description of the claim and the amount in dispute;
(ii) Data or other information in support of the claim;
(iii) A brief description of the Contractor’s efforts to resolve the dispute prior to
filing the claim; and
(iv) The Contractor’s request for relief or other action by the CO.

(2) The CO may meet with the Contractor in a further attempt to resolve the claim by
agreement.

(3) The CO shall issue a decision on any claim within 120 calendar days after receipt
of the claim. Whenever possible, the CO shall take into account factors such as the
size and complexity of the claim and the adequacy of the information in support of
the claim provided by the Contractor.

(4) The CO’s written decision shall do the following:

(i) Provide a description of the claim or dispute;
(ii) Refer to the pertinent contract terms;
(iii) State the factual areas of agreement and disagreement;
(iv) State the reasons for the decision, including any specific findings of fact,
although specific findings of fact are not required and, if made, shall not be
binding in any subsequent proceeding;
(v) If all or any part of the claim is determined to be valid, determine the amount
of monetary settlement, the contract adjustment to be made, or other relief to
be granted;
(vi) Indicate that the written document is the CO’s final decision; and
(vii) Inform the Contractor of the right to seek further redress by appealing the
decision to the Contract Appeals Board.

(5) Failure by the CO to issue a decision on a contract claim within 120 days of receipt
of the claim will be deemed to be a denial of the claim, and will authorize the
commencement of an appeal to the Contract Appeals Board as provided by D.C.
Official Code § 2-360.04.

(6) If a contractor is unable to support any part of its claim and it is determined that the
inability is attributable to a material misrepresentation of fact or fraud on the part
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of the Contractor, the Contractor shall be liable to the District for an amount equal
to the unsupported part of the claim in addition to all costs to the District attributable
to the cost of reviewing that part of the Contractor’s claim. Liability under this
paragraph (a)(6) shall be determined within six (6) years of the commission of the
misrepresentation of fact or fraud.

(7) Pending final decision of an appeal, action, or final settlement, the Contractor shall
proceed diligently with performance of the contract in accordance with the decision
of the CO.

(b) Claims by the District against the Contractor: Claim as used in paragraph (b) of this
clause, means a written demand or written assertion by the District seeking, as a matter
of right, the payment of money in a sum certain, the adjustment of contract terms, or
other relief arising under or relating to the contract. A claim arising under a contract,
unlike a claim relating to that contract, is a claim that can be resolved under a contract
clause that provides for the relief sought by the claimant.

(1) The CO shall decide all claims by the District against a contractor arising under or
relating to a contract.

(2) The CO shall send written notice of the claim to the contractor. The CO’s written
decision shall do the following:

(i) Provide a description of the claim or dispute;
(ii) Refer to the pertinent contract terms;
(iii) State the factual areas of agreement and disagreement;
(iv) State the reasons for the decision, including any specific findings of fact,
although specific findings of fact are not required and, if made, shall not be
binding in any subsequent proceeding;
(v) If all or any part of the claim is determined to be valid, determine the amount
of monetary settlement, the contract adjustment to be made, or other relief to
be granted;
(vi) Indicate that the written document is the CO’s final decision; and
(vii) Inform the Contractor of the right to seek further redress by appealing the
decision to the Contract Appeals Board.

(3) The CO shall support the decision by reasons and shall inform the Contractor of its
rights as provided herein.

(4) Before or after issuing the decision, the CO may meet with the Contractor to attempt
to resolve the claim by agreement.

(5) The authority contained in this paragraph (b) shall not apply to a claim or dispute
for penalties or forfeitures prescribed by statute or regulation which another District
agency is specifically authorized to administer, settle or determine.

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(6) This paragraph shall not authorize the CO to settle, compromise, pay, or otherwise
adjust any claim involving fraud.

(c) Decisions of the CO shall be final and not subject to review unless the Contractor timely
commences an administrative appeal for review of the decision, by filing a complaint
with the Contract Appeals Board, as authorized by D.C. Official Code § 2-360.04.

(d) Pending final decision of an appeal, action, or final settlement, the Contractor shall
proceed diligently with performance of the contract in accordance with the decision of
the CO.

I.2 CHANGES

Delete clause 15, Changes, of the Standard Contract Provisions dated July 2010 for use
with District of Columbia Government Supplies and Services Contracts and substitute the
following clause 15, Changes, in its place:

15. Changes:

(a) The CO may, at any time, by written order, and without notice to the surety, if any,
make changes in the contract within the general scope hereof. If such change causes
an increase or decrease in the cost of performance of the contract, or in the time
required for performance, an eq uitable adjustment shall be made. Any claim for
adjustment for a change within the general scope must be asserted within ten (10) days
from the date the change is ordered; provided, however, that the CO, if he or she
determines that the facts justify such action, may receive, consider and adjust any such
claim asserted at any time prior to the date of final settlement of the contract. If the
parties fail to agree upon the adjustment to be made, the dispute shall be determined
as provided in clause 14 Disputes.

(b) The District shall not require the Contractor, and the Contractor shall not require a
subcontractor, to undertake any work that is beyond the original scope of the contract
or subcontract, including work under a District -issued change order, when the
additional work increases the contract price beyond the not -to-exceed price or
negotiated maximum price of this contract, unless the CO:

(1) Agrees with Contractor, and if applicable, the subcontractor on a price for the
additional work;
(2) Obtains a certification of funding to pay for the additional work;
(3) Makes a written, binding commitment with the Contractor to pay for the
additional work within 30 -days after the Contractor submits a proper invoice;
and
(4) Provides the Contractor with written notice of the funding certification.

(c) The Contractor shall include in its subcontracts a clause that requires the Contractor to:

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(1) Within 5 business days of its receipt of notice the approved additional funding,
provide the subcontractor with notice of the amount to be paid to the
subcontractor for the additional work to be performed by the subcontractor;
(2) Pay the subcontractor any undisputed amount to which the subcontractor is
entitled for the additional work within 10 days of receipt of payment from the
District; and
(3) Notify the subcontractor and CO in writing of the reason the Contractor withholds
any payment from a subcontractor for the additional work.

(d) Neither the District, Contractor, nor any subcontractor may declare another party to be
in default, or assess, claim, or pursue damages for delays, until the parties to agree on
a price for the additional work.

I.3 NON-DISCRIMINATION CLAUSE

Delete clause 19, Non -Discrimination Clause, of the Standard Contract Provisions dated
July 2010 for use with District of Columbia Government Supplies and Services Contracts
and substitute the following clause 19, Non-Discrimination Clause, in its place:

19. Non-Discrimination Clause:

(a) The Contractor shall not discriminate in any manner against any employee or applicant
for employment that would constitute a violation of the District of Columbia Human
Rights Act, effective December 13, 1977, as amended (D.C. Law 2 -38; D.C. Official
Code § 2-1401.01 et seq.) (“Act”, as used in this clause). The Contractor shall include
a similar clause in all subcontracts, except subcontracts for standard commercial
supplies or raw materials. In addition, the Contractor agrees, and any subcontractor
shall agree, to post in conspicuous places, available to employees and applicants for
employment, a notice setting forth the provisions of this non -discrimination clause as
provided in section 251 of the Act.

(b) Pursuant to Mayor’s Order 85 -85, (6/10/85), Mayor’s Order 2002 -175 (10/23/02),
Mayor’s Order 2011-155 (9/9/11) and the rules of the Office of Human Rights, Chapter
11 of Title 4 of the D.C. Municipal Regulations, the following clauses apply to the
contract:

(1) The Contractor shall not discriminate against any employee or applicant for
employment because of actual or perceived: race, color, religion, national origin,
sex, age, marital status, personal appearance, sexual orientation, gender identity or
expression, family responsibilities, genetic information, disability, matriculation,
political affiliation, or credit information. Sexual harassment is a form of sex
discrimination which is prohibited by the Act. In addition, harassment based on
any of the above protected categories is prohibited by the Act.

(2) The Contractor agrees to take affirmative action to ensure that applicants are
employed, and that employees are treated during employment, without regard to
their actual or perceived: race, color, religion, national origin, sex, age, marital
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status, personal appearance, sexual orientation, gender identity or expression,
family responsibilities, genetic information, disability, matriculation, political
affiliation, or credit information. The affirmative action shall include, but not be
limited to the following:

(a) employment, upgrading or transfer;
(b) recruitment, or recruitment advertising;
(c) demotion, layoff or termination;
(d) rates of pay, or other forms of compensation; and
(e) selection for training and apprenticeship.

(3) The Contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided by the contracting agency,
setting forth the provisions in paragraphs 19(b)(1) and (b)(2) concerning non -
discrimination and affirmative action.

(4) The Contractor shall, in all solicitations or advertisements for employees placed by
or on behalf of the Contractor, state that all qualified applicants will receive
consideration for employment pursuant to the non-discrimination requirements set
forth in paragraph 19(b)(2).

(5) The Contractor agrees to send to each labor union or representative of workers with
which it has a collective bargaining agreement or other contract or understanding,
a notice to be provided by the contracting agency, advising the said labor union or
workers’ representative of that contractor’s commitments under this
nondiscrimination clause and the Act, and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.

(6) The Contractor agrees to permit access to its books, records, and accounts
pertaining to its employment practices, by the Chief Procurement Officer or
designee, or the Director of the Office of Human Rights or designee, for purposes
of investigation to ascertain compliance with the Act, and to require under terms of
any subcontractor agreement each subcontractor to permit access of such
subcontractors’ books, records, and accounts for such purposes.

(7) The Contractor agrees to comply with the provisions of the Act and with all
guidelines for equal employment opportunity applicable in the District adopted by
the Director of the Office of Human Rights, or any authorized official.

(8) The Contractor shall include in every subcontract the equal opportunity clauses,
i.e., paragraphs 19(b)(1) through (b)(9) of this clause, so that such provisions shall
be binding upon each subcontractor.

(9) The Contractor shall take such action with respect to any subcontract as the CO
may direct as a means of enforcing these provisions, including sanctions for
noncompliance; provided, however, that in the event the Contractor becomes
involved in, or is threa tened with, litigation with a subcontractor or vendor as a
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result of such direction by the contracting agency, the Contractor may request the
District to enter into such litigation to protect the interest of the District.

I.4 INSURANCE

A. GENERAL REQUIREMENTS. The Contractor at its sole expense shall procure and
maintain, during the entire period of performance under this contract, the types of insurance
specified below. The Contractor shall have its insurance broker or insurance company
submit a Certificate of Insurance to the CO giving evidence of the required coverage prior
to commencing performance under this contract. In no event shall any work be performed
until the required Certificates of Insurance signed by an authorized representative of the
insurer(s) have been provided to, and accepted by, the CO. All insurance shall be written
with financially responsible companies authorized to do business in the District of
Columbia or in the jurisdiction where the work is to be performed and have an A.M. Best
Company rating of A - / VII or higher . Should the Contractor decide to engage a
subcontractor for segments of the work under this contract and wish to propose different
insurance requirements than outlined below, then, prior to commencement of work by the
subcontractor, the Contractor shall submit in writing the name and brief description of work
to be performed by the subcontractor on the Subc ontractors Insurance Requirement
Template provided by the CA, to the Office of Risk Management (ORM). ORM will
determine the insurance requirements applicable to the subcontractor and promptly deliver
such requirements in writing to the Contractor and the CA. The Contractor must provide
proof of the subcontractor's required insurance prior to commencement of work by the
subcontractor. If the Contractor decides to engage a subcontractor without requesting from
ORM specific insurance requirements for the subcontractor, such subcontractor shall have
the same insurance requirements as the Contractor.

The Government of the District of Columbia shall be included in all policies required
hereunder to be maintained by the Contractor and its subcontractors (except for workers’
compensation and professional liability insurance) as an additional insureds for claims
against The Government of the District of Columbia relating to this contract, with the
understanding that any affirmative obligation imposed upon the insured Contractor or its
subcontractors (including without limitation the liability to pay premiums) shall be the sole
obligation of the Contractor or its subcontractors, and not the additional insured. The
additional insured status under the Contractor’s and its subcontractors’ Commercial
General Liability insurance policies shall be effected using t he ISO Additional Insured
Endorsement form CG 20 10 11 85 (or CG 20 10 07 04 and CG 20 37 07 04) or such other
endorsement or combination of endorsements providing coverage at least as broad and
approved by the CO in writing. All of the Contractor’s and i ts subcontractors’ liability
policies (except for workers’ compensation and professional liability insurance) shall be
endorsed using ISO form CG 20 01 04 13 or its equivalent so as to indicate that such
policies provide primary coverage (without any right of contribution by any other
insurance, reinsurance or self-insurance, including any deductible or retention, maintained
by an Additional Insured) for all claims against the additional insured arising out of the
performance of this Statement of Work by the Contractor or its subcontractors, or anyone
for whom the Contractor or its subcontractors may be liable. These policies shall include
a separation of insureds clause applicable to the additional insured.
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If the Contractor and/or its subcontractors maintain broader coverage and/or higher limits
than the minimums shown below, the District requires and shall be entitled to the broader
coverage and/or the higher limits maintained by the Contractor and subcontractors.

B. INSURANCE REQUIREMENTS
1. Commercial General Liability Insurance (“CGL”) - The Contractor shall provide
evidence satisfactory to the CO with respect to the services performed that it carries a
CGL policy, written on an occurrence (not claims -made) basis, on Insurance Services
Office, Inc. (“ISO”) form CG 00 01 04 13 (or another occurrence -based form with
coverage at least as broad and approved by the CO in writing), covering liability for all
ongoing and completed operations of the Contractor, including ongoing and completed
operations under all subcontracts, and covering claims for bodily injury, including
without limitation sickness, disease or death of any persons, injury to or destruction of
property, including loss of use resulting therefrom, personal and advertising injury, and
including coverage for liability arising out of an Insured Contract (including the tort
liability of another assumed in a contract) and acts of terrorism (whether caused by a
foreign or domestic source). Such coverage shall have limits of liability of not less than
$1,000,000 each occurrence, a $2,000,000 general aggregate (including a per location
or per project aggregate limit endorsement, if applicable) limit, a $1,000,000 personal
and advertising injury limit, and a $2,000,000 products-completed operations aggregate
limit.

2. Automobile Liability Insurance - The Contractor shall provide evidence satisfactory to
the CO of commercial (business) automobile liability insurance written on ISO form
CA 00 01 10 13 (or another form with coverage at least as broad and approved by the
CO in writing) including coverage for all owned, hired, borrowed and non -owned
vehicles and equipment used by the Contractor, with minimum per accident limits equal
to the greater of (i) the limits set forth in the Contractor’s commercial automobile
liability policy or (ii) $1,000,000 per occurrence combined single limit for bodily injury
and property damage. Form CA 99 48 03 06 Pollution Liability - Broadened Coverage
for Covered Autos - Business Auto, Motor Carrier and Truckers must be endorsed onto
the policy.

3. Workers’ Compensation Insurance - The Contractor shall provide evidence satisfactory
to the CO of Workers’ Compensation insurance in accordance with the statutory
mandates of the District of Columbia or the jurisdiction in which the contract is
performed.

Employer’s Liability Insurance - The Contractor shall provide evidence satisfactory to
the CO of employer’s liability insurance as follows: $1,000,000 per accident for injury;
$1,000,000 per employee for disease; and $1,000,000 for policy disease limit.

4. Cyber Liability Insurance - The Contractor shall provide evidence satisfactory to the
Contracting Officer of Cyber Liability Insurance, with limits of $5,000,000. Coverage
shall be sufficiently broad to respond to the duties and obligations as is undertaken by
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Contractor in this agreement and shall include, but not limited to, claims involving
infringement of intellectual property, including but not limited to infringement of
copyright, trademark, trade dress, invasion of privacy violations, information theft,
damage to or destruction of electronic information, release of private information,
alteration of electronic information, extortion and network security. The policy shall
provide coverage for breach response costs as well as regulatory fines and penalties as
well as credit monitoring expenses with limits sufficient to respond to these obligations.
Limits may not be shared with other lines of coverage. A copy of the cyber liability
policy must be submitted to the Office of Risk Management (ORM) for complianc e
review.

5. Environmental Liability/Contractors Pollution Liability Insurance - The Contractor
shall provide evidence satisfactory to the CO of environmental liability insurance
covering losses caused by pollution or other hazardous conditions arising from ongoing
or completed operations of the Contractor. Such insurance shall apply to bodily injury,
property damage (including loss of use of damaged property or of property that has
been physically injured), clean -up costs, transit and non -owned disposal sites.
Coverage shall extend to defense costs and expenses incurred in the investigation, civil
fines, penalties and damages or settlements. There shall be neither an exclusion nor a
sublimit for mold or fungus -related claims. The minimum limits required under this
paragraph shall be equal to the greater of (i) the limit s set forth in the Contractor’s
pollution liability policy or (ii) $10,000,000 per incident and $10,000,000 in the annual
aggregate. If such coverage is written on a claims-made basis, the Contractor warrants
that any retroactive date applicable to covera ges under the policy precedes the
Contractor’s performance of any work under the Contract and that continuous
completed operations coverage will be maintained for at least ten (10) years or an
extended reporting period shall be purchased for no less than t en (10) years after
completion.

The Contractor also must furnish to CO Owner certificates of insurance evidencing
environmental liability insurance maintained by third party transportation and disposal
site operators(s) used by the Contractor for losses arising from facility(ies) accepting,
storing or disposing hazardous materials or other waste as a result of the Contractor’s
operations. Such coverages must be maintained with limits of at least the amounts set
forth above.

6. Commercial Umbrella or Excess Liability - The Contractor shall provide evidence
satisfactory to the CO of commercial umbrella or excess liability insurance with
minimum limits equal to the greater of (i) the limits set forth in the Contractor’s
umbrella or excess liability policy or (ii) $5,000,000 per occurrence and $5,000,000 in
the annual aggregate, following the form and in excess of all liability policies. All
liability coverages must be scheduled under the umbrella and/or excess policy. The
insurance required under this paragraph shall be written in a form that annually
reinstates all required limits. Coverage shall be primary to any insurance, self-insurance
or reinsurance maintained by the District and the “other insurance” provision must be
amended in accordance with this requirement and principles of vertical exhaustion.

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C. PRIMARY AND NONCONTRIBUTORY INSURANCE
The insurance required herein shall be primary to and will not seek contribution from any
other insurance, reinsurance or self -insurance including any deductible or retention,
maintained by the Government of the District of Columbia.

D. DURATION. The Contractor shall carry all required insurance until all contract work is
accepted by the District of Columbia and shall carry listed coverages for ten years for
construction projects following final acceptance of the work performed under this contract
and two years for non-construction related contracts.

E. LIABILITY. These are the required minimum insurance requirements established by the
District of Columbia. However, the required minimum insurance requirements provided
above will not in any way limit the contractor’s liability under this contract.

F. CONTRACTOR’S PROPERTY. Contractor and subcontractors are solely responsible for
any loss or damage to their personal property, including but not limited to tools and
equipment, scaffolding and temporary structures, rented machinery, or owned and leased
equipment.

G. MEASURE OF PAYMENT. The District shall not make any separate measure or payment
for the cost of insurance and bonds. The Contractor shall include all of the costs of
insurance and bonds in the contract price.

H. NOTIFICATION. The Contractor shall ensure that all policies provide that the CO shall
be given thirty (30) days prior written notice in the event of coverage and / or limit changes
or if the policy is canceled prior to the expiration date shown on the certificate. The
Contractor shall provide the CO with ten (10) days prior written notice in the event of non-
payment of premium. The Contractor will also provide the CO with an updated Certificate
of Insurance should its insurance coverages renew during the contract.

I. CERTIFICATES OF INSURANCE. The Contractor shall submit certificates of insurance
giving evidence of the required coverage as specified in this section prior to commencing
work. Certificates of insurance must reference the corresponding contract number.
Evidence of insurance shall be submitted to:

The Government of the District of Columbia

And mailed to the attention of:
Hildred Pepper
Office of Contracting and Procurement
899 North Capitol St, Fifth Floor
Washington, DC 20002
(202) 671-0470
The CO may request and the Contractor shall promptly deliver updated certificates of
insurance, endorsements indicating the required coverages, and/or certified copies of the
insurance policies. If the insurance initially obtained by the Contractor expire s prior to
completion of the contract, renewal certificates of insurance and additional insured and
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other endorsements shall be furnished to the CO prior to the date of expiration of all such
initial insurance. For all coverage required to be maintained after completion, an additional
certificate of insurance evidencing such coverage shall be submitted to the CO on an annual
basis as the coverage is renewed (or replaced).

J. DISCLOSURE OF INFORMATION. The Contractor agrees that the District may disclose
the name and contact information of its insurers to any third party which presents a claim
against the District for any damages or claims resulting from or arising out of work
performed by the Contractor , its agents, employees, servants or subcontractors in the
performance of this contract.

K. CARRIER RATINGS. All Contractor’s and its subcontractors’ insurance required in
connection with this contract shall be written by insurance companies with an A.M. Best
Insurance Guide rating of at least A- VII (or the equivalent by any other rating agency) and
licensed in the District.

I.5 ORDER OF PRECEDENCE

A conflict in language shall be resolved by giving precedence to the document in the
highest order of priority that contains language addressing the issue in question. The
following documents are incorporated into the contract by reference and made a part of the
contract in the following order of precedence:

(1) Delivery Order
(2) Standard Contract Provisions
(3) Sourcewell - Mansfield’s Su pplier Services Agreement No. 121522 and related
attachments (Section 17, Governing Law/Venue does not apply)

SECTION J – LIST OF ATTACHMENTS

J.1 District of Columbia Standard Contract Provisions (July 2010). Available at
https://ocp.dc.gov, under Center of Excellence click on “Required Solicitation Documents”

J.2 Sourcewell - Mansfield’s Supplier Services Agreement No. 121522 (Attachment A)
J.3 Sourcewell – Mansfield Pricing Schedule (Attachment B)