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HomeMy WebLinkAboutContract 53316 CITY SECRETARY CONTRACT NO. 5331(0 t AFC SUPPLIER SERVICES AGREEMENT C17-rSfC �lk MOT(NON EXCLUSIVEOCOOPERATIVE TIN FUELS,AND AGRETEMENT)AED �CES This SUPPLIER SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through its duly authorized Assistant City Manager, and MARTIN EAGLE OIL COMPANY, INC. ("Supplier"), acting by and through its duly authorized representative, each individually referred to as a "party"and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Supplier Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—City of Fort Worth Specifications 4. Exhibit C—Price Schedule; S. Exhibit D—Verification of Signature Authority Form;and 6. Exhibit E—City of Fort Worth Request for Proposals(RFP)No. 19-0000037 and Supplier's response to the Request for Proposals. Exhibits A,B,C,D,and E which are attached hereto and incorporated herein by reference,are made a part of this Agreement for all purposes.in the event of any conflict between the terms and conditions of Exhibits A, B, C, D, or E and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Supplier shall provide City with the motor and aviation fuels, and related services for the City's fleet("Services"). Exhibit"A," -Scope of Services and Exhibit"B"—City of Fort Worth Specifications more specifically describe the Services to be provided hereunder. Supplier agrees that the City may award non-exclusive agreements to multiple bidders for motor fuel,aviation fuel,and related services as outlined in the Request for Proposals. In connection with this Agreement, City is acting as the Principal Procurement Agency with OMNIA Partners — Public Sector. This Agreement is a cooperative purchasing agreement allowing Supplier to Supply the City and Participating Agencies within the Dallas/Fort Worth metropolitan area and in the 48 contiguous United States,and the District of Columbia,with motor fuel,aviation fuel and related services. The general scope of this Agreement includes finished motor gasoline, finished aviation gasoline, Kerosene-Type Jet Fuel, Distillate Fuel Oil for on-highway and off-highway diesel engines, Renewable Green Diesel, Biodiesel,and Diesel Emission Fluid (collectively "Motor Fuels and Aviation Fuels"). This scope of Motor Fuels and Aviation Fuels covered by this Agreement is intended to be broad and inclusive of all motor and aviation fuels used by Participating Agencies in the United States and the District of Columbia. The specifications for the City are detailed in a dedicated section of this Agreement. Specifications for all other Participating Agencies are intentionally left at a general level to avoid omission of certain specifications or blends for any given Participating Agency, however Supplier is required to meet similar specification expectations as provided by the City, and as specified in the definitions provided in this Agreement,in the provision of fuel to other Participating Agencies. Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Martin Eagle Oil Company,Inc. CITY SECRETARY FT. WORTH,TX 2. TERM. This Agreement shall begin on January 1,2020("Effective Date")and shall expire on December 31,2020("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Tenn"). Upon the expiration of the Initial Tenn, this Agreement may be renewed under the same terms and conditions for up to four(4)one-year renewal periods("Renewal Tam'). 3. COMPENSATION. City shall pay Supplier in accordance with the provisions of this Agreement and Exhibit"C,"— Price Schedule. The aggregate amount of all contracts City awards to multiple bidders under RPF No. 19- 0000037,including this Agreement,shall not exceed twelve million dollars($12,000,000.00). City makes no promise or guarantee of the total amount of motor fuel,aviation fuel,and related services that City will procure from Supplier under this Agreement Supplier shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Supplier not specified by this Agreement unless City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. City or Supplier may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-a}lpropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder,City will notify Supplier of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Supplier for services actually rendered up to the effective date of termination and Supplier shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination, Upon termination of this Agreement for any reason,Supplier shall provide City with copies of all completed or partially completed documents prepared under this Agreement.In the event Supplier has received access to City Information or data as a requirement to perform services hereunder, Supplier shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Supplier hereby warrants to City that Supplier has made full disclosure in writing of any existing or potential conflicts of interest related to Supplier's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Supplier hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information.Supplier,for itself and its officers,agents and employees,agrees that it shall treat all information provided to it by City("City Information")as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access, Supplier shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 2 of 32 Martin Eagle Oil Company,Inc. Information in any way. Supplier shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Supplier shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Supplier agrees that City shall,until the expiration of three(3)years after final payment under this contract,or the final conclusion of any audit commenced during the said three years,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records,including, but not limited to,all electronic records,of Supplier involving transactions relating to this Agreement at no additional cost to City. Supplier agrees that City shall have access during normal working hours to all necessary Supplier facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section.City shall give Supplier reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR It is expressly understood and agreed that Supplier shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Supplier shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subcontractors.Supplier acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees,and Supplier, its officers, agents, employees, servants, vendors and subcontractors. Supplier further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Supplier.It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Supplier or any officers, agents, servants, employees or subcontractors of Supplier. Neither Supplier,nor any officers,agents,servants, employees or subcontractors of Supplier shall be entitled to any employment benefits from City. Supplier shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,agents,servants,employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY-SUPPLIER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY RIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF SUPPLIER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES 8.2 GENERAL INDEMNIFICATION - SUPPLIER HEREBY COVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SUPPLIER'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCL UDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 3 of 32 Martin Eagle Oil Company,Inc. TO THE EXTENT CA USED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF SUPPLIER,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Supplier agrees to defend, settle,or pay,at its own cost and expense,any claim or action against City for infringement of any patent,copyright,trade mark,trade secret,or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation.So long as Supplier bears the cost and expense of payment for claims or actions against City pursuant to this section,Supplier shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Supplier in doing so.In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement,City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Supplier shall fully participate and cooperate with City in defense of such claim or action.City agrees to give Supplier timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Supplier's duty to indemnify City under this Agreement.If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted, Supplier shall,at its own expense and as City's sole remedy,either: (a)procure for City the right to continue to use the software and/or documentation;or(b)modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Supplier terminate this Agreement, and refund all amounts paid to Supplier by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Supplier shall not assign or subcontract any of its duties,obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment,the assignee shall execute a written agreement with City and Supplier under which the assignee agrees to be bound by the duties and obligations of Supplier under this Agreement Supplier and Assignee shall be jointly liable for all obligations of Supplier under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor shall execute a written agreement with Supplier referencing this Agreement under which subcontractor shall agree to be bound by the duties and obligations of Supplier under this Agreement as such duties and obligations may apply.Supplier shall provide City with a fully executed copy of any such subcontract 10. INSURANCE. 10.1 Supplier shall assume all risk and liability for accidents and daniages that may occur to persons or property during the prosecution of the work. Supplier shall file with the City of Fort Worth Supplier Services Agreement--Motor Fuel,Aviation Fuel,and Related Services Page d of 32 Martin Eagle Oil Company,Inc. Purchasing Division, before the commencement of services, a certificate of insurance documenting the following required insurance. Supplier will be responsible for providing proof of insurance as may be required by Public Participating Agencies. 10.1.1 Statutory Workers' Compensation Insurance and Employer's Liability Insurance at the following limits 10.1.1.1 $100,000 Each Accident 10.1.1.2 $500,000 Disease—Policy limit 10.1.1.3 $100,000 Disease—Each Employee 10.1.2 Commercial General Liability Insurance including Explosion, Collapse, and Underground Coverage shall be provided as follows: 10.1.2.1 $1,000,000 Each Occurrence 10.1.2.2 $2,000,000 Annual Aggregate 10.1.3 Auto Liability Insurance shall be provided as follows: 10.1.3.1 $250,000 Bodily Injury Per Person Each Accident 10.1.3.2 $250,000 Property Damage;or 10.1.3.3 $500,000 Combined Single Limit Each Accident 10.1.3.4 The named insured and employees of Supplier shall be covered under this policy. Liability for damage occurring while loading, unloading, transferring, and transporting materials under this Agreement shall be included under this policy. 10.1.4 Environmental Impairment Liability(EIL)and/or Pollution Liability 10.1.4.1 $2,000,000 per occurrence 10.1A.2 EIL coverage(s)must be included in policies listed in subsection 10.1 above; or, such insurance shall be provided under separate policy(s). Liability for damage occurring while loading,unloading,transferring, and transporting materials under this Agreement shall be included under the Automobile Liability insurance or other policy(s). 10.2 Policies shall be endorsed to provide the City of Fort Worth a thirty (30) day notice of cancellation, material change in coverage, or non-renewal of coverage. Applicable policies shall also be endorsed to name the City of Fort Worth as an additional insured,as its interests may appear(ATIMA). 10.3 ADDITIONAL INSURANCE INFORMATION 10.3.1 The City, its officers,employees and servants shall be endorsed as an additional insured on Supplier's insurance policies excepting employer's liability insurance coverage under Supplier's workers'compensation insurance policy. 10.3.2 Certificates of insurance shall be delivered to the Purchasing Department of the City of Fort Worth, 200 Texas Street,Fort Worth,TX 76102,prior to a purchase order being issued. 10.3.3 Any failure on part of the City to request required insurance documentation shall Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 5 of 32 Martin Eagle Oil Company,Inc. not constitute a waiver of the insurance requirements specified herein. 10.3.4 Each insurance policy shall be endorsed to provide the City a minimum thirty days' notice of cancellation, non-renewal, and/or material change in policy terms or coverage. A ten days' notice shall be acceptable in the event of non-payment of premium. 10.3.5 Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. 10.3.6 Deductible limits,or self-funded retention limits,on each policy must not exceed $10,000.00 per occurrence unless otherwise approved by the City. 10.3.7 Other than worker's compensation insurance,in lieu of traditional insurance,City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. 10.3.8 Workers' compensation insurance policy(s) covering employees of the Supplier shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. 10.3.9 City shall not be responsible for the direct payment of insurance premium costs for Supplier's insurance. 10.3.10 Supplier's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. 10.3.11 While this Agreement is in effect,Supplier shall report, in a timely manner,to the Purchasing Department any known loss occurrence that could give rise to a liability claim or lawsuit or which could result in a property loss. 10.3.12 Supplier's liability shall not be limited to the specified amounts of insurance required herein. 10.3.13 Upon the request of City, Supplier shall provide complete copies of all insurance policies required by these contract documents. 11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS. Supplier agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal,state and local laws,ordinances,rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances,rules and regulations.If City notifies Supplier of any violation of such laws,ordinances,rules or regulations,Supplier shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 6 of 32 Martin Eagle Oil Company,Inc. Supplier,for itself,its personal representatives,assigns,subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Supplier's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law.IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY SUPPLIER, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, SUPPLIER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested,addressed as follows: To CITY: To SUPPLIER: City of Fort Worth Martin Eagle Oil Company,Inc. Attn:Assistant City Manager Attn:Phillip Childers III 200 Texas Street 2700 James Street Fort Worth,TX 76102-6314 Denton,TX 76205 Facsimile:(817)392-9654 With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Supplier shall,during the term ofthis Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor,any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer.Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement,City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Supplier to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Supplier's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. Supplier Services Agreement—Motor Fuel,Aviation Fuel,Pad Related Services Page 7 of 32 Martin Eagle Oil Company,Inc. This Agreement shall be construed in accordance with the laws of the State of Texas.If any action, whether real or asserted,at law or in equity, is brought pursuant to this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Supplier shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including,but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only,shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,C,D or E. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification,or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A, B, C, D, and E contains the entire understanding and agreement between City and Supplier,their assigns and successors in interest,as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 8 of 32 Martin Eagle Oil Company,Inc. Supplier warrants that its services will be of a high quality and conform to generally prevailing industry standards.City must give written notice of any breach of this warranty within thirty(30)days from the date that the services are completed. In such event, at Supplier's option, Supplier shall either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or (b)refund the fees paid by City to Supplier for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. Supplier shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form(I-9). Upon request by City, Supplier shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Supplier shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Supplier employee who is not legally eligible to perform such services. SUPPLIER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SUPPLIER, SUPPLIER'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Supplier, shall have the right to immediately terminate this Agreement for violations of this provision by Supplier. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception,creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976,as amended.If and to the extent such Work Product,or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Supplier hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product, and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary rights therein,that City may have or obtain, without further consideration, free from any claim, lien for balance due,or rights of retention thereto on the part of City. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party,and that such binding authority has been granted by proper order,resolution,ordinance or other authorization ofthe entity.This Agreement and any amendment hereto, may be executed by any authorized representative of Supplier whose name,title and signature is affixed on the Verification of Signature Authority Form,which is attached hereto as Exhibit"D".Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP Supplier shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Supplier or authorized Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 9 of 32 Martin Eagle Oil Company,Inc. official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9,documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement.Failure to provide the specified documentation so may adversely impact future invoice payments. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company with ten or more full-times employees that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City for goods or services unless the contract contains a written verification from the company that it:(1)does not boycott Israel; and (2)will not boycott Israel during the term of the contract. The term "boycott Israel"has the meaning ascribed to it by Section 808.001 of the Texas Government Code. The term"company"has the meaning ascribed to it by Section 2270.001 of the Texas Government Code. To the extent that Chapter 2270 of the Government Code is applicable to this Agreement,by signing this Agreement,Supplier certifies that Supplier's signature provides written verification to the City that Supplier:(1)does not boycott Israel; and(2)will not boycott Israel during the term of this Agreement. (signature page follows) Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Pap 10 of32 Martin Eagle Oil Company,Inc. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples to be effective on the dates set forth in Section 2. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of By: this contract,including ensuring all performance and Name:Kev4Gunn reporting requirements. Title:Interim Assistant City Manager Date: /z Zd 2v By: . R don APPROVAL RECOMMENDED: Ti e: uel Service Manager APPROVED AS TO FORM AND LEGALITY: By: am . teve Cooke Title:Director,Property Management By, Department Name: Richard A.McCracken Title: Sr.Assistant City Attorney ATTEST: CONTRACT AUTHORIZATION: M&C: %1 -0413 40-Ork Form 1295: S4 ti Sft?04e By: lame: M ayser Title: City Secretary ? / % . SUPPLIER: ' `XI AS lFs Martin Eagle Oil Company,Ina ATTEST: 4L�E r L By: By: rz Name: Cjuk S Name: Title: el.;.-i ter s�eu`sc 3�- Title: Date: OFMCIAL RECUkLD Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services �� � Martin Eagle Oil Company,Inc. FT.WORTH,TX EXHIBIT A SCOPE OF SERVICES 1.0 DEFINITIONS 1.1 The following definitions are provided to establish a common understanding of the terms of this Agreement The source for these definitions is the Energy Information Administration, which provides energy statistics for the U.S. government through the Department of Energy aitV://www.gkdQg.Zov/). 1.1.1 Biodiesel: Any liquid bio-fuel suitable as a diesel fuel substitute or diesel fuel additive or extender. Biodiesel fuels are typically made from oils such as soybeans, rapeseed, or sunflowers, or from animal tallow. Biodiesel can also be made from hydrocarbons derived from agricultural products such as rice hulls. 1.1.2 Conventional Gasoline: Finished motor gasoline not included in the oxygenated or reformulated gasoline categories. 1.1.3 Renewable (Green) Diesel: Hydmtreating (hydroprocessing hydrodeoxygenation) Also called"green" diesel,renewable diesel is a biomass- derived transportation fuel suitable for use in diesel engines. It meets the ASTM D975 specification in the United States and EN 590 in Europe. LlA Distillate Fuel OR: A general classification for one of the petroleum fractions produced in conventional distillation operations. It includes diesel fuels and fuel oils. Products known as No. 1,No.2,and No.4 diesel fuel are used in on-highway diesel engines, such as those in trucks and automobiles, as well as off-highway engines, such as those in railroad locomotives and agricultural machinery. 1.1.5 Finished Aviation Gasoline: A complex mixture of relatively volatile hydrocarbons with or without small quantities of additives, blended to form a fuel suitable for use in aviation reciprocating engines. Fuel specifications are provided in ASTM Specification D 910,and Military Specification MIL-G-5572. 1.1.6 Finished Motor Gasoline: A complex mixture of relatively volatile hydrocarbons with or without small quantities of additives, blended to form a fuel suitable for use in spark-ignition engines. Motor gasoline, as defined in ASTM Specification D 4814 or Federal Specification VV-G-1690C, is characterized as having a boiling range of 1221 to 158'degrees Fahrenheit at the 10 percent recovery point to 3650 to 3740 degrees Fahrenheit at the 90 percent recovery point. Motor Gasoline includes conventional gasoline; all types of oxygenated gasoline,including gasohol; and reformulated gasoline,but excludes aviation gasoline. Finished motor gasoline includes all ethanol-blended gasoline (e.g.E10,E85). 1.1.7 Kerosene-Type Jet Fuel: A kerosene-based product having a maximum distillation temperature of 4000 degrees Fahrenheit at the 10-percent recovery point and a final maximum boiling point of 572°degrees Fahrenheit and meeting ASTM Specification D 1655 (Clear, No Additive) and Military Specifications MIL-T-5624P and MIL-T-83133D (Grades JP-5 and JP-8). It is used for SuRlier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 12 of 32 Martin Eagle Oil Company,Inc. commercial and military turbojet and turboprop aircraft engines. 1.1.8 OPRG: "Oxygenated Fuels Program Reformulated Gasoline" is reformulated gasoline which is intended for use in an oxygenated fuels program control area during an oxygenated fuels program control period. 1.1.9 Reformulated Gasoline (RFG): Finished motor gasoline formulated for use in motor vehicles, the composition and properties of which meet the requirements of the reformulated gasoline regulations promulgated by the U.S. Environmental Protection Agency under Section 211(k) of the Clean Air Act. This category includes oxygenated fuels program reformulated gasoline (OPRG) but excludes reformulated gasoline blend-stock for oxygenate blending(RBOB). 1.1.10 Diesel Emission Fluid(DEF):commonly referred to as AdBlue in Europe and standardized as ISO 22241 is an Aqueous Urea Solution made with 32.5%high- purity urea(AUS 32)and 67.5%deionized water.DEF is used as a consumable in selective catalytic reduction (SCR) in order to lower NQ,, concentration in the diesel gxh, ust emissions from diesel engines. 2.0 GENERAL REQUIREMENTS 2.1 All fuels procured under this Agreement must conform to the applicable federal,state and local codes of each Participating Agency utilizing the resulting master agreement for each fuel type requested. This Agreement requires that as legislation, both state and federal, governing the content characteristics and /or standards of Conventional Gasoline (including RVP during summer months), Ethanol Blended Gasoline, Reformulated Gasoline, Oxygenated Gasoline,Diesel, Renewable Green Diesel and/or Biodiesel fuel, Aviation Gasoline, Kerosene-Type Jet Fuel, and Diesel Emission Fluid could be modified that the providing Supplier shall deliver product that complies with the modified legislation. Regulations governing the standards for fuels utilized by Participating Agencies may change throughout the term of any contract between a Participating Agency and a Supplier. As regulations change, amendments may be made to this Agreement to reflect those modified standards.The City reserves the right, at its sole discretion,to change the list offuel types covered by this Agreement either by deletion of fuel types no longer needed or addition of other fuel types or fuel additives as may become necessary for Participating Agencies utilizing this agreement. When a class,type or category of fuel is to be added to this Agreement, the City shall supply specifications for such fuel to Supplier and all other suppliers awarded an Agreement no less than fifteen (15) days in advance of the first request for pricing for such fuels. This Agreement is intended to establish a "living" contract that can be adapted to the changing needs of Participating Agencies,within the scope of the RFP for motor fuels and aviation fuels. 2.2 All motor fuels and aviation fuels delivered under this Agreement will be of high quality and will not contain any foreign substances or water, which may damage City or any Participating Agency's vehicle or contaminate the fuel storage tanks. 2.3 City and each Participating Agency will have their own designated representatives and methods of requesting delivery dates,sites and tracking of orders. 2.4 Allocation. In the event of a fuel shortage and/or catastrophic conditions, Supplier must be capable of providing fuel to the City and all Participating Agencies. The nature Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 13 of 32 Martin Eagle Oil Company,Inc. of City and Participating Agencies is such that public safety might be jeopardized if Motor Fuels and Aviation Fuels are not delivered as ordered in the event of fuel shortages or catastrophic conditions. Supplier agrees that delivery of products covered by this Agreement will be made in a priority manner to City and Participating Agencies to the exclusion ofnon-governmental agencies during times of shortages and/or catastrophes. Supplier agrees to provide a detailed contingency plan to City and each Participating Agency requesting such. 2.5 Emergency Purchasing. In the event that an emergency or disaster is declared by City or a Participating Agency according to applicable laws governing states of emergency and disasters requiring the prompt and immediate delivery of products or services,City and the Participating Agency reserve the right to obtain such products or services from any source, including but not limited to this Agreement,which will meet the needs of such emergency. Supplier shall not be entitled to any claim or lost profits for products or services procured from other sources pursuant to this paragraph. 3.0 ORDERS Orders may be placed by telephone, fax or other method selected by City and each Participating Agency. Orders will include the specific delivery dates and sites as designated by the City and each Participating Agency.Order and Emergency contact information for Participating Agencies will be provided by the Participating Agencies. 4.0 DELIVERY/FREIGHT 4.1 Fuel delivery charges are to be determined separately and apart from the Market Differential discussed in this Agreement. The Market Differential must not include cost estimates for delivery. The number and location of storage tanks at City and each Participating Agency, and the number and location of each Participating Agency necessitate that delivery charges be determined directly between Supplier and the City or each Participating Agency. Supplier must quote delivery charges directly to City and each Participating Agency upon request. Delivery charges shall be a direct cost pass-through to City and each Participating Agency. No mark-up or profit shall be added to actual freight I delivery costs to City or a Participating Agency. When determining delivery charges specific to City and each Participating Agency,Supplier must identify additional charges,if any,for split deliveries at different locations or for loads smaller than tank loads. The City and Participating Agencies reserve the right to add and/or delete delivery sites during the course of this Agreement. 4.2 Delivery is expressed in number of calendar days required to make delivery after receipt of a purchase order.Delivery shall be made in accordance with instructions on each Purchase Order. Deliveries will be made in accordance with petroleum bulk storage regulations as designated by City and each Participating Agency. If there is a discrepancy between the purchase order and what is listed in this Agreement, it is Supplier's obligation to seek clarification from the City and the Participating Agencies. 4.3 Supplier's delivery trucks WILL BE EQUIPPED WITH CALIBRATED METERS to accurately measure quantities delivered. All trucks used for delivery must have the ability to measure fuel delivered and correct the recorded volume delivered to 60 degrees Fahrenheit for billing purposes. Supplier will adjust for volume changes by temperature variations.Supplier shall use 60 degrees Fahrenheit as the normal temperature reading.All Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 14 of32 Martin Eagle Oil Company,Inc. deliveries must be accompanied by a Delivery Ticket showing Brand or Grade and gross gallons, temperature and adjusted gallons delivered. City and each Participating Agency may examine, upon request,a copy of the metered ticket showing gallons loaded into the vehicle making delivery, 4.4 Guaranteed delivery times will be within twenty-four(24)hours from receipt of order,or as specified by City or the Participating Agency if delivery is desired at some date beyond 24 hours. As much time as possible will be allowed the Supplier(with consideration for the stipulated guaranteed delivery)for making deliveries;however,Supplier shall be capable of making bulk deliveries within 24 hours after receipt of order, especially in emergency situations. Normal deliveries are considered to be Monday thru Sunday according to the hours of operation for each site unless an emergency situation should develop. Deliveries on Saturday or Sunday shall be priced using the OPIS contract net low for the Saturday (available from OPIS if Supplier does not currently receive Saturday prices)of the weekend during which the delivery occurred. 4.5 City and Participating Agencies shall ensure that storage tanks are accessible by Supplier, and it is strongly advised that a representative from City and Participating Agencies be present during the delivery.Failure of the City or Participating Agency to make appropriate arrangements,preventing delivery of product upon Supplier's arrival at delivery site,may result in a charge for the Supplier's transportation costs for that particular trip. City and Participating Agencies are responsible for the implementation of monitoring programs to insure compliance by fuel suppliers with the specification requirements as outlined herein and in accordance with any regulations stipulated by City or the Participating Agencies. 4.6 City and each Participating Agency shall be responsible for having the proper fuel fill and transfer vapor recovery system(s)operating on their storage tanks in accordance with the City or Participating Agency's state and local regulations. The transfers include delivery tank to storage tank(Stage 1)and storage tank to vehicle tank(Stage II)systems.Suppliers have the responsibility of reporting faulty equipment to the end users and the appropriate regulatory agencies. 4.7 City and Participating Agencies may request"automatic replenishment"or for the Supplier to top-off tanks for testing purposes. The Supplier will comply with these requests at its option and shall notify the City or Participating Agency accordingly. Supplier must have the ability upon request from the City or a Participating Agency, to be able to remotely monitor the City or Participating Agency's fuel monitoring system and send a fuel truck when a full load is required. 4.8 The Supplier shall provide fuel content labels/signs for each pumping station.These labels shall satisfy the requirements of the City's,or each Participating Agency's, state and local regulations. An environmental awareness decal/label shall be provided and displayed on each affected pump. 4.9 City,and each Participating Agency, may pick-up fuel in their own vehicle if so capable, and/or request delivery to bulk storage tanks at the City or the Participating Agency. It is anticipated that the majority of purchases will be on a "delivered" basis, but some Participating Agencies have appropriate vehicles and the desire to pick up fuel.In the event of City, or a Participating Agency, ordering fuel to be picked up in their own vehicle, no additional freight or delivery charges will be allowed under this Agreement. Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 15 of 32 Martin Eagle Oil Company,Inc. 4.10 Freight terms,to be specified by City and each Participating Agency at the time of order, shall be either: (1) FOB Origin—Title and risk of loss of fuel shall pass to City and each Participating Agency at the point the City or the Participating Agency actually receives and takes possession of fuel when loaded in the City's or Participating Agency's vehicle at the terminal. No delivery charges shall be charged or assessed;or (2) FOB Destination-Title and risk of loss of fuel shall not pass to City or a Participating Agency until fuel is received and taken possession of at the point of delivery.Delivery charges to be a direct cost pass-through to City and each Participating Agency and added as a separate line item on the invoice.Delivery charges are to be pre-determined between Supplier and City,or each Participating Agency,prior to delivery. 5.0 INVOICES 5.1 City and each Participating Agency will provide their billing addresses for submission of invoices. All invoices should reference, at a minimum, delivery ticket and the City's or Participating Agency's purchase order /requisition number, specific delivery dates and delivery times,and delivery location. 5.2 Invoices must clearly indicate the OP1S Benchmark Index per the terms of this Agreement for each fuel product delivered as a separate line item on the invoice.Invoices must state as a separate line item the Market Differential for each fuel product sold per the terms of this Agreement. The OP1S Benchmark Index and Market Differential for each fuel product sold must be stated on a cost per gallon basis on the invoice, with number of gallons sold separately stated by fuel product. The extended total sales for each fuel product sold must be identified.Taxes,if any,and delivery charges,if any,should be stated as separate line items on the invoice to derive the total cost to the City or the Participating Agency. If confirmation of pricing by City,a Participating Agency, or OMNIA Partners finds any discrepancy with the terms of this Agreement, Supplier shall make correction before payment of invoice or refund any overpayment for incorrect invoices already paid without any penalty assessed upon the City or a Participating Agency. 5.3 A copy of the bill of lading when applicable,shall be attached to the invoice. 5.4 It shall be the sole responsibility of the Supplier to maintain all licenses necessary to fulfill all duties and obligations of Supplier under this Agreement. Supplier will hold City of Fort Worth, all Participating Agencies,and OMNIA Partners harmless of any copyright infringements or penalties. 6.0 PAYMENTS Unless a Net 20 or Net 15 days is available and agreed upon,payment terms will be Net 30 days from the date of delivery or the receipt of an accurate invoice and bill of lading whichever is later. 7.0 REPORTING Supplier will be required to maintain data and provide documentation and/or reports of all petroleum products and gallons purchased by City and each Participating Agency. Supplier must be able to supply reports by delivery date,fuel type, amount delivered, costs,tank location and Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 16 of 32 Martin Eagle Oil Company,Inc. invoice number for City and each Participating Agency upon request. 8.0 OPIS LICENSING The City has selected the OPIS Net Standard Contract Rack for Dallas Metro Texas Rack Average as the price index benchmark for settlement under this Agreement. OPIS prices are protected under strict copyright agreements and forwarding printed or electronic OPTS price reports is a violation of federal copyright law. 9.0 TESTING Deliveries of fuel under this Agreement are subject to testing, to insure compliance with specifications. All tests shall be made as per methods specified or approved by the American Society of Testing Material (ASTM), unless otherwise specified. When the test analysis shows fuel meeting specification, the City or Participating Agency will pay for said test. When test analysis shows fuel does not meet specification, Supplier will pay for said test. In addition, Supplier agrees to be liable for all charges necessary to satisfactorily bring contaminated tanks within limits,including pumping out fuel and replacing as necessary. Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 17 of32 Martin Eagle Oil Company.Inc. EXHIBIT B CITY OF FORT WORTH SPECIFICATIONS 10.0 SCOPE The general scope for Martin Eagle Oil Company and this Agreement includes finished motor gasoline, E85, distillate fuel oil for on-highway and off-highway diesel engines, Renewable Green Diesel, Biodiesel, and Diesel Emission Fluid. This scope of motor fuels covered by this Agreement is intended to be broad and inclusive of all motor fuels used by Participating Agencies in the United States and the District of Columbia. The specifications for the City are detailed in this dedicated section of the Contract. Specifications for all other Participating Agencies are intentionally left at a general level to avoid omission of certain specifications or blends for any given Participating Agency, however Supplier is required to meet similar specification expectations as provided by the City of Fort Worth, and as specified in the definitions provided in section 1.5 of RFP 19-0000037, in the provision of fuel to other Participating Agencies. All fuels procured under this Agreement must conform to the applicable federal, state and local codes of each Participating Agency utilizing the resulting master agreement for each fuel type requested. This Agreement requires that as legislation, both state and federal, governing the content characteristics and /or standards of Conventional Gasoline (including RVP during summer months), Ethanol Blended Gasoline, Reformulated Gasoline, Oxygenated Gasoline, Diesel, Renewable Green Diesel and/or Biodiesel fuel, could be modified that the providing Supplier shall deliver product that complies with the modified legislation.Regulations governing the standards for fuels utilized by Participating Agencies may change throughout the term of this Agreement, and as they change, amendments may be made to this Agreement to reflect those modified standards. The City of Fort Worth reserves the right, at its sole discretion, to change the list of fuel types covered by this Agreement by deletion of fuel types no longer needed or addition of other fuel types or fuel additives as may become necessary for Participating Agencies utilizing this Agreement. When a class,type or category of fuel is to be added to this Agreement, the City of Fort Worth shall supply specifications for such fuel to Supplier no less than fifteen (15) days in advance of the first request for pricing for such fuels.This Agreement is intended to establish a "living" contract that can be adapted to the changing needs of Participating Agencies,within the scope of the RFP for motor fuels. Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 18 of 32 Martin Eagle Oil Company,Inc. EXHIBIT C PRICE SCHEDULE NATIONAL FUEL PRODUCT TYPE Various Petroleum Product Type MARTIN EAGLE OIL(Bid:#i) MINUS PLUS OPIS OR OPTS (-} (+) Reformulated Gasoline Rs emulated Regular Uhleadgd Transport Load (-} ($0.0050) or (+) $0.0000 Short Transport load (-) $0.0000 or (+) $0.0050 Tank Wagon Load (-) $0.0000 or (+) $0.0250 Bobtail Load (-) $0.0000 or (+) $0.0250 S lit Loads (-) $0.0000 or (+} $0.0000 ($0.0050) $0.0550 Re orm la d f ra Unl Transport Load (-) ($0.0050) or {+) $0.0000 Short Transport Load {-) $0.0000 or (+) $0.0050 Tank Wagon Load (-j $0.0000 or (+} $0.0250 Bobtail Load (-) $0.0000 or (+} $0.0250 Split Loads (-) $0.0000 or (+) $0.0000 ($0.0050) $0.0550 Reformulato I Pre ben Unl Transport load (-) ($0.0050) or {+) $0.0000 Short Transport load {-) $0.0000 or (+) $0.0050 Tank Wagon Load (-) $0.0000 or {+) $0.0250 Bobtail Load (-) $0.0000 or (+} $0.0250 Split Loads (-) $0.0000 or (+) $0.0000 ($0.0050) $0.0550 Conventional Gasoline Conventional Reaular Unleaded Transport Load {-) $0.0000 or (+) $0.0000 Short Transport Load (-) $0.0000 or (+) $0.0000 Tank Wagon Load (-j $0.0000 or (+} $0.0000 Bobtail Load (-) $0.0000 or (+) $0.0000 Split Loads (-) $0.0000 or (+) $0.0000 $0.0000 $0.0000 Convent" al Wdarade Unleaded Supplier Services Agreement-Motor Fuel,Aviation Fuel,and Related Services Page 14 of 32 Martin Eagle Oil Company,Inc. Transport Load (-) $0.0000 or {+) $0.0000 Short Transport Load (-) $0.0000 or (+) $0.0000 Tank Wagon Load (-) $0.0000 or (+) $0.0000 Bobtail Load (-) $0.0000 or (+} $0.0000 Split Loads (-) $0.0000 or (+j $0.0000 $0.0000 $0.0000 Co vent' n 1 Premium Unleaded Transport Load (-) $0.0000 or (+) $0.0000 Short Transport Load (-) $0.0000 or (+) $0.0000 Tank Wagon Load (-) $0.0000 or (+) $0.0000 Bobtail Load {-} $0.0000 or (+) $0.0000 Split Loads (-) $0.0000 or (+j $0.0000 $0.0000 $0.0000 Ethanol Blended Gasoline Et 0 9 Q e Kano!and 90% as ine Transport Load (-) $0.0000 or (+j $0,0000 Short Transport Load (-) $0.0000 or (+) $0.0000 Tank Wagon Load (-) $0,0000 or (+} $0.0000 Bobtail Load (-) $0.0000 or (+} $0.0000 Split Loads (-) $0.0000 or (+} $0.0000 $0.0000 $0.0000 E85 LL52xk ethanol and 15 soiine Transport Load (-) $0.0000 or (+) $0.0090 Short Transport Load (-) $0.0000 or (+) $0.0190 Tank Wagon Load (-) $0.0000 or (+) $0.0390 Bobtail Load (-) $0.0000 or (+} $0.0390 Split Loads (-} $0.0000 or (+} $0.0000 $0.0000 $0.1060 Finished Aviation Gasoline Transport Load (-) $0.0000 or (+j $0.0000 Short Transport Load (-) $0.0000 or (+) $0.0000 Tank Wagon Load (-) $0.0000 or (+} $0.0000 Bobtail Load (-} $0.0000 or (+) $0.0000 Split Loads (-) $0.0000 or (+) $0.0000 $0.0000 $0.0000 Kerosene-T a Jet Fuel JP-5 Transport Load (-} $0.0000 or (+) $0.0000 Short Transport Load (-) $0.0000 or (+) $0.0000 Supplier Services Agreement-Motor Fuel,Aviation Fuel,and Related Services Page 20 of 32 Martin Eagle Oil Company,Inc. Tank Wagon Load (-j $0.0000 or (+) $0.0000 Bobtail Load (-) $0.0000 or (+) $0.0000 Split Loads (-) $0.0000 or (+) $0.0000 $0.0000 $0.0000 P-l3. Transport Load (-j $0.0000 or (+) $0.0000 Short Transport Load (-j $0.0000 or (+) $0.0000 Tank Wagon Load (-) $0.0000 or (+} $0.0000 Bobtail Load (-) $0.0000 or (+) $0.0000 Split Loads (-} $0.0000 or (+j $0.0000 $0.0000 $0.0000 Jet--A Aviation Turbha.Fuel Transport Load (-) $0.0000 or (+) $0.0000 Short Transport Load (-) $0.0000 or (+) $0.0000 Tank Wagon Load (-) $0.0000 or (+) $0,0000 Bobtail Load (-) $0.0000 or (+) $0.0000 Split Loads (-) $0.0000 or (+) $0.0000 $0.0000 $0.0000 Diesel Fuel Diesel Emi si E&tLQEF 2.5 al. Small Gallon Container (-) $0.0000 or (+) $0.0000 55 gal. 55 Gallon Container (-} $0.0000 or (+) $0.0000 330 al. Bulk Gallon Containment (-j $0.0000 or (+j $0.0000 $0.0000 $0.0000 Ultra Low Su r Diesel 15 pam and under Sulfa trans . Transport Load (-) ($0.0134) or (+) $0.0000 short. Short Transport Load (-) ($0.0034) or (+) $0.0000 tank w. Tank Wagon Load (-) $0.0000 or (+) $0.0166 bobtai. Bobtail Load (-) $0.0000 or (+} $0.0166 s lit. Split Loads (-) $0.0000 or (+) $0.0000 ($0.0168) $0.0332 Low SuffifiNuir Diesef Greater then,15 to 500:ppm Su fur trans . Transport Load (-) $0.0000 or (+j $0.0000 short. Short Transport Load (-) $0.0000 or (+) $0.0000 tank w. Tank Wagon Load (-j $0.0000 or (+) $0.0000 bobtai. Bobtail Load (-) $0.0000 or (+) $0.0000 split. Split Loads (-) $0.0000 or (+) $0.0000 $0.0000 $0.0000 Hioh Non-Mahwav Diesel(Gr+safer than 500 vvm SUM Supplier Services Agreement-Motor Fuel,Aviation Fuel,and Related Services Page 21 of 32 Martin Eagle Oil Company,Inc. trans . Transport Load (-) $0.0000 or (+) $0.0000 short. Short Transport Load (-) $0.0000 or (+} $0.0000 tank w. Tank Wagon Load (-) $0.0000 or (+) $0.0000 bobtai. Bobtail Load (-) $0.0000 or (+) $0.0000 s lit. Split Loads (-) $0,0000 or {+) $0.0000 $0.0000 $0.0000 Blodlesel Blends B2 blod,i9sel and m diesell trans . Transport Load (-) ($0.0018) or (+} $0.0000 short. Short Transport Load (-) $0.0000 or (+) $0.0082 tank w. Tank Wagon Load (-) $0.0000 or (+) $0.0282 bobtal. Bobtail Load (-j $0.0000 or (+) $0.0282 s lit. Split Loads (-j $0.0000 or (+} $0.0000 ($0.0018) $0.0646 B5 5%biodiesel and 9 gum diesel trans . Transport Load ($0.0018) or (+) $0.0000 short. Short Transport Load (-) $0.0000 or (+} $0.0082 tank w. Tank Wagon Load (-) $0.0000 or (+) $0.0282 bobtai. Bobtail Load (-) $0.0000 or (+) $0.0282 split. Split Loads (-) $0.0000 or (+} $0.0000 ($0.0018) $0.0646 82 biodi egg 80%gIU&gm these Transport Load (-) ($0.0018) or (+) $0.0000 Short Transport Load (-) $0.0000 or (+) $0.0082 Tank Wagon Load (-} $0.0000 or (+) $0.0282 Bobtail Load (-) $0.0000 or (+) $0.0282 Split Loads (-) $0.0000 or (+) $0.0000 ($0.0018) $0.0646 Renewable Green Diesel R5 5 Wawable dWel and 95DO&PAOSOIJ Transport Load (-) $0.0000 or (+) $0.0050 Short Transport Load (-) $0.0000 or (+) $0.0150 Tank Wagon Load (-) $0.0000 or (+) $0.0350 Bobtail Load (-) $0.0000 or (+) $0.0350 Split Loads (-) $0.0000 or (+) $0.0000 $0.0000 $0.0900 R20 2Q ren le &s l an r diesel Supplier Services Agreement-Motor Fuel,Aviation Fuel,and Related Services Page 22 of 32 Martin Eagle Oil Company,Inc. Transport Load (-) $0.0000 or (+) $0.0050 Short Transport Load (-) $0.0000 or (+} $0.0150 Tank Wagon Load (-) $0.0000 or (+) $0.0350 Bobtail Load (-) $0.0000 or (+) $0.0350 Split Loads (-) $0.0000 or (+) $0.0000 $0.0000 $0.0900 R1000 renewapje Transport Load {-) $0.0000 or (+) $0.0050 Short Transport Load (-) $0.0000 or (+) $0.0150 Tank Wagon Load (-) $0.0000 or (+j $0.0350 Bobtail Load (-) $0.0000 or (+) $0.0350 Split Loads {-j $0.0000 or (+) $0.0000 $0.0000 $0.0900 Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Pagc 23 of 32 Martin Eagle Oil Company,Inc. FREIGHT FOR TRANSPORT DELIVERIES RATE SCHEOULE NO.70-A DISTANCE RAW ~ TARWF No.1025 1_01'ESet,JET FUEL and other CaMM1dttIM dascribod in It m 1025. RATE IN CENTS PER f3ALtON GsS I A JOE; DISTANCE DISTANCE �DISTANCE DISTANCE M MILES RATE IIES1 RATE MILES RATE< (tAILES; PATE 'Mi ILES RATE is 2.05 la 9.77 31$ ,, ; 466 :.7 26 7J0 4Cr.93 20 242 170 10,03 320 e8.74? 470 27.38 725 42.46 25 2.66 175 10.23 325 MC4 475 2745 150 45.89 'O 2.66 180 10.55 330 t9,31 ; 4 w 1.8.t0 77S 49,37 36 3.15 106 1087 335 19,831 485 28A3 Sao 46.60 dC 3.40 18o 1106 340 to,Ii'81 490 28.68 $25 48,25 44 3,55 196 11 45 34, 20,2d 495 28.96 830 49.73 6Q 3161 200 11,71 350 WAS= 50o 2928 475 51.24 55 3.745 206 11,95 355 2o.60 505 29,54 900 57-d2 60 3.95 210 12.25 no 2142 510 29.48 925 54AS 56 4 w 216 i28: 365 21,43 515 WAS 950 MAI 70 4.70 220 12.87 370 21.59� 320 30,40 � 975 3714 76 6.16 225 13.14 375 21.941 525 30.77 1000 58.57 80# 6.37 230 14.44 380 22.25 t 530 31.041 1025 60.02 a5 6.65 235 13,79 393 22.581 5W, 31.31 i060 0149 90 6A8 240 14,02 390 22.70 w 3143 1075 62.96 95 6.39 245 14,38 395 23.15 545 31.93 1100 6438 13o 6.64 250 1461 400 M37 550 32.2E 1125 6&e$ 105 6 38 256 14.95 405 2173 655 32-46 1190 tt7.34 1'10 7.17 260 1522 410 23,97 880 32,77 1175 W?e 113 ?.43 265 13.53 416 2d.30 565 33151 12M 70,25 1za 7.87 270 15115 420 24.56 $70 333.34 1229 71.70 125 7:99 275 ° 18.10 425 24.80 875 33.09 1250 73,10 100 8.12 260 ?6.34 430 25.18 580 33.92 j' 1275 74.63 135 8.46 285 16.73 435 25.48 690 $4.51 13M 78.10 140 0,64 290 18.98 44F 1 25,78 395 3417 1325 77-U 145 0.94 20 1731 445 26.07 I 800 35,06 1350 70.00 150 0.14 300 17,56 460 26,37 025 3542 1375 80,40 155 9.39 305 17.74 455 26.64 $so 3008 1400 8113 too 0.56 310 18.10 1 460 20.96 676 39.62 1425 8.'1,38 Supplier Services Agreement-Motor Fuel,Avituion Fuel,and Related Services Page 24 of 32 Martin Eagle Oil Company,Inc. BATE SCHhDUV-_No.7"? . . DISTANCE IiA:TES 7AR1FP OASOUNE,AYOAS and ottwr Comn,odities descrlbed In Item 1020. ,i I RATE IN CE14TS PER 0+43.LON i DIS ANDS ntSTAPiGE L115TANCE DISTANCE E3tS7A14 " tMSLES F2Ae MILES RATE (MILES RATE ;MILES RATE ,MILES FATE 15 1,'g 165 Pal 315 7568 485 2320 700 34.85 20 2.03 170 8.53 320 15,87 470 2337 725 39.09 25 2,29 175 888 326 1623 475 2397 750 3T,31 30 2,34 " 160 I 8.97 331D 16-20 480 2327 77b 38.37 39 2.77 188 919 336 18.73 405 24.15 60o 30.77 40 301 190 9.60 340 18.92 490 2433 46 3.07 196 0. 345 17.18 498 24b2 w 40 97 72 ' t 850 42.32 50 3.18 200 " 9.98 390 17,43 500 2490 875 4,4,56 5S :..34 205 i 10.19 356 17Q6 505 25,18 900 "A4 W 3,55 210 E 10.44 3W 1790 510 2540 325 45.07 85 3.70 215 10,65 Y 365 16,18 81d 21j30 ow 47.3f 70 3.96 220 10.93 370 1443 52C 25.87 975 48,58 75 i 441 225 11,20 371S 1873 525 26,16 1000 49.75 80 i 4,50 230 i I AS 300 18.86 530 26,40 1( 5 5101 65 4xr £ 23K 11.73 38b 19.19 535 2664 it150 52.23 j &0 6.05 a 240 11.97 390 1938 S40 2514 1075 5140 45 5.39 245 12.21 305 ts_98 345 27.'$ 1100 54,72 , 100 5 44 250 � 12.40 400 10.88 55o 27.36 1125 � 55.96 108 5,83 256 12.71 405 2021 ' 055 27.82 1150 37?3 710 6.15 2030 121" 410 2034 500 27186 t i rs 1 59,48 lie 6.39 255 13,18 415 WAS 565 28.17 1200 53.72 120 6.50 1 270 13.43 420 2091 570 28,30 12?6 80.94 126 6.81 275 13.70 425 21,10 576 28,67 It 1250 62.20 130 8.G4 M i3.91 430 2143 58o 28141 127S 63,44 135 7.19 28° 14.16 4,35 21.68 590 29.f8 1300 164.89 IC (� 140 7.39 290 14,41 440 21.85 595 2914 1326 65,92 148 7.37 - 14.72 445 22.19 am f 29,E0 I= d7,is 160 7,74 300 14.03 450 =7 825 i 31.11 1375 "At 163 8.00 305 18.20 455 22.89 050 32-13 1490 59,05 160 i 9,17 310 15,40 460 22.88 675 33.9 1426 70.88 Supplier Services Agreement-Motor Fuel,Aviation Fuel,and Related Services Page 25 of 32 Martin Eagle Oil Company,Inc. Taxes: Federal Fuel Taxes : Gasoline $0.1830 Diesel $0.2430 State Fuel Texas: Gasoline $0.2000 Diesel $0.2000 Federal Fees: L.U.S.T. (leaking underground storage fee) $0.0010 State Fees: Texas: Petroleum Products Delivery Fee: Less than 2500 gals $1.70 2,500 but less than 5000 $3.45 5,000 but less than 8,000* $5.45 8,000 but less than 10.000* $6.95 10,000 more per 5,000 gal. increment $3.45/5K gals. For gas deliveries of at least 7000 gals but less than 8000 gals weather a split delivery of gas and diesel the fee is $5.45 All fee and/or taxes appear as separate line items. If exempt the fee/tax will not appear on your invoice. The federal oil spill liability fee was removed and is no longer charged. Any State or Federal fee/tax that is added, increased,decreased, or omitted will appear on date it is added or removed. Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 26 of 32 Martin Eagle Oil Company,Inc. The date of delivery using the average contract average of the product ordered found in the OPTS 10 AM report for Dallas Metro. The Mark up/down (+/-)excludes freight. See the attached tables of freight rates and charges for freight and charges that are applicable under this agreement. If this is option selected the freight rates and fees are subject to change. Any applicable State or Federal fuel tax if not exempt Any State or Federal fee if not exempt Other line items. Split Loads: If a delivery is made by transport or Bobtail and the truck is required to move or go to other location(s)a fee will be applied to each movement after the first stop. First stop no split charge each stop after the first stop a split fee $50.00 Pump: If the truck pump is required to pump-delivery into the customer tank a pump off charge will be added $50.00 Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 27 of 32 Martin Eagle Oil Company,Inc. 7)•ailer aeffu ft Chwge--SZ25 each;S:%0 it caustic cleaning is required Detention and Layover Ckarges— (A) A charge of S85.00 per hour, subject to a maximum charge of S450.00 will apply an layovers between 5:00 p.m.and 8:00 a.m. P A charge of S85.00 per hour will apply for detention/layovers each day between 8:00 a-m.and 5:00 p.m. Diversion-$50 each Caneelled.Thipments-SI.65imile plus Nei surcharge,subject to S150 minimum charge Mileage Deadheading to Effect lotulirig-SI AS per mile plus fuel surcharge Pumping Service-S50 each Product Minimums 8500 gallons Gas,7500 gallons Diesel, 7500 gallons Gaslbiesel mix Assessed at Diesel Rate Refectnd Sh�Pmenls at no fault of the Carrier:subject to 50%of outbouud freight Stop-Off for Partial Loading and/or Unioading-550 each plus additional mileage. Toll Pees.Charged as incurred SOUTHWEST PETROLEUM TRANSPORT-BOBTAIL RATES FOR DFW AREA ONLY FREIGHT CHARGES ARE THE SAME AS TRANSPORT,fNCLUDING THE MINIMUM GALLONS. IE:A BOBTAIL DELIVERY DELIVERY OF GASOLINE,GALLONS 300 TO 4500(OR CAPACIT!OF BOBTAIL) WILL BE INVOICED AS FOLLOWS: 30 MILE RATE.0254 x SS00 GALLON MIN.FREIGHT=5215.90 PLUS ANY ACCESSORIAL CHARGES AND FUEL ADJUSTMENT CHARGES. Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 30 of 32 Martin Eagle Oil Company,Inc. EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY MARTIN EAGLE OIL COMPANY,INC. 2700 JAMES STREET DENTON,TX 76205 Execution of this Signature Verification Form ("Form")hereby certifies that the following individuals and/or positions have the authority to legally bind Supplier and to execute any agreement,amendment or change order on behalf of Supplier. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Supplier.City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Supplier.Supplier will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Supplier. 1. Name: Position: K' rl e�1� � • Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signatui4 of ident/CEO St:itp1scA Other Title: ,+ � � Date: Supplier Services Agreement—Motor Fuel,Aviation Fuel,and Related Services Page 31 of 32 Martin Eagle Oil Company,Inc. EXHIBIT E RFP NO. 19-0000037 AND SUPPLIER'S RESPONSE (Attached) Supplier Services Agrecmcmt—Motor Fuel,Aviation Fuel,and Relawd Se- Page 32 of 32 Martin Eagle Oil Company,Inc. Please come to the City Secretary' s Office to view Exhibit E City of Fort Worth, Texas Mayor and Council Communication DATE: 12/17/19 M&C FILE NUMBER: M&C 19-0413 LOG NAME: 13PMOTOR AND AVIATION FUEL LSJ PMD SUBJECT Award a Multiple National Award and Authorize Execution of Non-Exclusive Agreements with Mansfield Oil Co.of Gainesville, Inc., Martin Eagle Oil Company, Inc.,Truman Arnold Companies, Pinnacle Petroleum, Inc.,and Petroleum Traders Corporation in an Annual Amount Up to $12,000,000.00 for Motor Fuels and Aviation Fuels for the Property Management Department and Other Public Agencies;Authorize Execution of a Rebate Agreement with National Intergovernmental Purchasing Alliance Company d/b/a OMNIA Partners,Public Sector(ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Award a multiple national award to Mansfield Oil Co.of Gainesville, Inc., Martin Eagle Oil Company, Inc.,Truman Arnold Companies,Pinnacle Petroleum, Inc.,and Petroleum Traders Corporation as suppliers of motor and aviation fuels for public agencies in all forty-eight contiguous states in the United States; 2. Authorize Execution of Non-Exclusive Agreements with Mansfield Oil Co.of Gainesville, Inc., Martin Eagle Oil Company,Inc.,Truman Arnold Companies, Pinnacle Petroleum, Inc.,and Petroleum Traders Corporation in an annual amount up to$12,000,000.00 for Motor and Aviation Fuels for the Property Management Department;and 3. Authorize Execution of a Rebate Agreement with National Intergovernmental Purchasing Alliance Company d/b/a OMNIA Partners,Public Sector. DISCUSSION: The Property Management Department and other public agencies throughout the United States will use these agreements to obtain unleaded, diesel,Jet-A fuels,and alternative fuels required in the DFW nonattainment area to supply and operate equipment. No guarantee was made that a specific amount of these fuels would be purchased. Unleaded and diesel fuel will be used by various City departments. The Jet-A aviation fuel will be used by the Police Department. The City previously awarded separate agreements for unleaded fuels and diesel fuels on December 2,2014(M&C P-11056)and for Jet-A aviation fuel on June 7,2011 (M&C P-11716). The previous Agreements were competitively bid. During the previous year,the City purchased approximately$5,370,552.18 of motor fuels and approximately$42,643.00 of Jet-A aviation fuels. The additional estimated annual amount listed in this action is requested to cover potential increases in prices and volumes over the five year term of the Agreement. A price change of 50 cents per gallon can impact the annual expenditures by$1,000,000.00. Other public agencies participating in the previous agreements have purchased approximately 44,194,959 gallons of motor fuels. The City of Fort Worth expects to save approximately$45,000.00 annually over previous agreements as a direct result of the increased volume of participation of the other public agencies. Under the Rebate Agreement,the City of Fort Worth will receive a minimum of 8.333 percent of a one-cent administration fee that is paid to National Intergovemmental Purchasing Alliance d/b/a OMNIA Partners, Public Sector by the petroleum vendors for each gallon of fuel sold under these national cooperative contracts. This rebate could generate approximately$50,000.00 annually in revenue to the City. The City will have no liability or responsibility for purchases by other public agencies.The Non-Exclusive Agreements were bid as a National Cooperative Purchasing Request for Proposals(RFP)to develop and encourage cooperative purchasing efforts to reduce the cost of motor and aviation fuel to the City and other public agencies. The RFP included estimated annual quantities from current public agencies using the contract and allowed for quantities additional new agencies may have under the contract with a total estimated quantity of 50 million gallons. The RFP evaluation factors included responsiveness and clarity of proposal, ability to meet City of Fort Worth specifications,the National Program,vendor qualifications and contract cost. Representatives of the City's Property Management Department, Fire, Police,Code Compliance,Transportation and Public Works and Water Departments were invited to participant in the evaluation. However,only Purchasing Division, Property Management Department,and Code Compliance participated in the evaluation of the proposals received and found all five participating fuel providers qualified in multiple categories;Mansfield Oil Co.of Gainesville, Inc., Martin Eagle Oil Company, Inc.,Truman Arnold Companies, Pinnacle Petroleum, Inc.,and Petroleum Traders Corporation to be the best evaluated firms for award of the agreements. ADVERTISEMENT-A Request for Proposals(RFP)was advertised in the Fort Worth Star-Telegram on August 21,2019,August 28,2019, September 4,2019, September 11,2019, September 18,2019, September 25,2019 and October 2,2019. Thirteen vendors were solicited from the purchasing database;five responses were received. M/WBE OFFICE-A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office, in accordance with the BIDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager in the amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM-Upon City Council approval,these Agreements shall have an initial term of five years beginning on January 1,2020 and ending on December 31,2020. RENEWAL OPTIONS-These Agreements may be renewed for up to four successive one-year terms at the City's option. This action does not require specific City Council approval, provided the City Council has appropriated sufficient funds to satisfy the City's obligation during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations funds are available in the current operating budget,as appropriated,and that contingent on the approval and the adoption of the Fiscal Year 2021 Budget by the City Council,funds will be available in the Fiscal Year 2021 Operating Budget,as appropriated, in the Fleet&Equipment Services(Fleet&Equip Serv)Fund. Prior to an expenditure being incurred,the Property Management Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office by. Kevin Gunn 2015 Originating Business Unit Head: Reginald Zeno 8517 Additional Information Contact: Cynthia Garcia 8525 LaKita Slack-Johnson 8314