HomeMy WebLinkAboutContract 53632 DocuSig�velope :372CBCEA-37BF-40A7-8C48-FAF589F35C3D
CITY SECRETARY
�G� CONTRACT NO. 53'� 3 o1
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f9y Principal Procurement Agency Rebate Agreement
This Principal Procurement Agency Rebate Agreement(this "Rebate Agreement") is hereby entered
into by and between National Intergovernmental Purchasing Alliance Company, a Delaware
corporation d/b/a OMNIA Partners,Public Sector("OMNIA Partners,Public Sector")and the City of
Fort Worth, a home-rule municipal corporation of the State of Texas(herein,"Principal Procurement
Agency"). Principal Procurement Agency has entered into certain Master Agreements dated January
1, 2020,City Secretary Contract Numbers 53314, 53315, 53316, 53317, and 53318, by and between
the Principal Procurement Agency and Pinnacle Petroleum, Inc.; Mansfield Oil Company of
Gainesville,Inc.;Martin Eagle Oil Company,Inc.;Truman Arnold Companies;and Petroleum Traders
Corporation (herein,"Supplier")(as may be amended from time to time in accordance with the terms
thereof,the"Master Agreements")for the purchase of Motor and Aviation Fuels and Related Services
(herein,"Product").
In connection with its collection of an administrative fee attributable to the marketing of the Master
Agreements,OMNIA Partners,Public Sector shall make an annual rebate payment("PPA Rebate")to
Principal Procurement Agency in the amount of 8.333% of OMNIA Partners, Public Sector's
administrative fees actually received with respect to the Master Agreements during the contract year
for such Master Agreements. Each annual PPA Rebate payment from OMNIA Partners,Public Sector
shall include a remittance report, Exhibit A, detailing the calculation for the applicable contract's
annual PPA Rebate and shall be remitted to the Principal Procurement Agency as shown on Exhibit B
—PPA Rebate Remittance Fortin.
The PPA Rebate payment is hereby mutually agreed upon and shall be remitted to the Principal
Procurement Agency no later than 45 days after the end of the respective Master Agreements'contract
year for which a PPA Rebate is required or 45 days after OMNIA Partners, Public Sector actually
receives, from the respective Supplier(s), all administrative fees due for the respective Master
Agreements contract year,whichever is later. This PPA Rebate shall remain in effect for the complete
term and renewal period(s),where applicable,of the Master Agreements.
Principal Procurement Agency represents and warrants that its receipt of the PPA Rebate complies
with federal, state and local law, including but not limited to any and all state-specific procurement
laws and that it has made any and all disclosures required by law, has duly authorized this Rebate
Agreement and has full legal power and authority to enter into this Rebate Agreement.
The Principal Procurement Agency agrees to allow OMNIA Partners,Public Sector to utilize its name
in promotional and marketing materials for OMNIA Partners, Public Sector and for the Master
Agreements to Participating Public Agencies and Suppliers. OMNIA Partners,Public Sector's use of
Principal Procurement Agency's name shall be limited to stating the existence of the Master
Agreements between the Principal Procurement Agency and the suppliers and the existence of this
Rebate Agreement.OMNIA Partners,Public Sector shall not state or imply that Principal Procurement
Agency endorses or recommends OMNIA Partners, Public Sector. OMNIA Partners, Public Sector
agrees that all Master Agreements marketing materials are subject to review by the Principal
Procurement Agency.
The Supplemental Terms and Conditions which are attached hereto as Exhibit C are incorporated
herein by reference for all purposes. To the extent a conflict exists between this Rebate Agreement
and the Supplemental Terms and Conditions,the Supplemental Terms and Conditions shall control.
OFFICIAL RECORD
Principl Procurement Agency Rebate Agreement Paw 1 of,-?;gZETARY
FT. WORTH,TX
DocuSign Envelope ID:372CBCEA-37BF-40A7-8C48-FAF589F35C3D
CITY OF FORT WORTH NATIONAL INTERGOVERNMENTAL
PURCHASING ALLIANCE COMPANY,A
DELAWARE CORPORATION D/B/A
OMNIA PARTNERS,PUBLIC SECTOR ocuSigned by:
s Q
Signature
Ses"s CChem _ _. _Sarah Vavra
Name Name
City Manager Sr. Vice President, Public Sector Contracting
Title Title
2/27/2020 1 8:31 AM CST
Date Date
�Re inmende I Gy:
Steve Coo ce
Director, Property Management Department
APPROVED AS TO FORM AND LEGALITY:
Richard A. McCracken
Sr. Assistant City Attorney
F.0
.AT -ST:
C)
ar Kayser
P
City Secretary `
CONTRACT AUTHORIZATION:
M&C: 10I- 0413 1a/1-11a019
Form 1295:
OFFMAL RECORD
CITY SECRETARY
FT � T
Principal Procurement Agency Rebate Agreement age o
DocuSign Envelope ID:372CBCEA-37BF-40A7-8C48-FAF589F35C3D
Contract Compliance Manager:
By signing 1 acknowledge that 1 am the person
responsible for the monitoring and administration
of this coauact'im cling ensuring all performance
an eportingre '
�,,;Nar : Ra . CI:M
TifF67Fleet Fuel Manager
OFFICIAL RECORD
CITY SECKETARY
FT WORTH,
Principal Procurement Agency Rebate Agreement age. or9
DocuSign Envelope ID:372CBCEA-37BF-40A7-8C48-FAF589F35C3D
EXHIBIT A
PPA Rebate Remittance Report
Master Agreement /
For the Contract Year 11, &�? through 02V
Administrative Fees attributable to
Master Agreement Received:
PPA Rebate %of Administrative 8.333%
Fee:
PPA Rebate Paid This Remittance:
Principal Procurement Agency Rebate Agreement Page 4 of 9
EXHIBIT B
PPA Rebate Remittance Form
OMNIA Partners,Public Sector's preferred payment method is via Automated Clearing
House("ACH"). Please complete the following information. Remittance detail will be sent to
the email address indicated.
Akency Information.-
Agency Name As It Shall
Appear On Remittance: City of Fort Worth(PMD)
Remittance Address: 200 Texas Street
Remittance City: Fort Worth Slate: TX Zip Code: 76102
Contact Name: Eliana Guevara Phone#: ( 817) 392-5108
B-Mail Address: Eliana.Guevara@fortworthtexas.gov
Bauhlug Itl fornfatlon:
Agency's Bank Name: JPMorgan Chase Bank, N.A.
Bank Address: 420 Throckmorton Street
Bank's City Fort Worth State: TX Zip Code: 76102
Bank Contact Name: Veronoca Aleman Phone#: (817 ) 884-4130
ABA Routing#: 111000614 Account#: 1180121202
Account Type
(please check only one) Checking ❑X Savings ❑
Aeena's Authorization:
Please sign below to confirm that you are authorizing OMNIA Partners,Public Sector to begin
transferring PPA Rebate payments to the account mentioned above.
Treasury Supervisor
i nit re Title
( 817) 392-6030 January 9, 2020
Phone Number Date
DocuSign Envelope ID:372CBCEA-37BF-40A7-8C48-FAF589F35C3D
EXHIBIT B
PPA Rebate Remittance Form
OMNIA Partners, Public Sector's preferred payment method is via Automated Clearing
House("ACH"). Please complete the following information. Remittance detail will be sent to
the email address indicated.
AQency Information:
Agency Name As It Shall
Appeal-On Remittance:
Remittance Address:
Remittance City: State: Zip Code:
Contact Name: Phone#: ( )
E-Mail Address:
Banking,Information:
Agency's Bank Name:
Bank Address:
Bank's City: State: Zip Code:
Bank Contact Name: Phone#: ( )
ABA Routing#: Account#:
Account Type
(please check only one) Checking ❑ Savings ❑
A,-ei!rcy's Atithorization:
Please sign below to confirm that you are authorizing OMN1A Partners, Public Sector to begin
transferring PPA Rebate payments to the account mentioned above.
Signature Title
( )
Phone Number Date
Principal Procurement Agency Rebate Agreement Page 5 of 9
DocuSign Envelope ID:372CBCEA-37BF-40A7-8C48-FAF589F35C3D
EXHIBIT C
SUPPLEMENTAL TERMS AND CONDITIONS
1. RIGHT TO AUDIT.
OMNIA Partners, Public Sector agrees that City shall,until the expiration of three(3)years after final
payment under this Rebate Agreement, 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 OMNIA Partners, Public Sector
involving transactions relating to this Rebate Agreement.OMNIA Partners,Public Sector agrees that City shall
have access during normal working hours to all necessary OMNIA Partners, Public Sector 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 OMNIA Partners, Public Sector reasonable advance notice of intended audits.
Notwithstanding anything contained herein to the contrary,the cost of any such audit shall be at the cost of the
City.
2. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that OMNIA Partners, Public Sector shall operate as an
independent contractor as to all rights and privileges and work performed under this Rebate Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Rebate Agreement,OMNIA Partners,Public Sector 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. OMNIA Partners, Public Sector acknowledges
that the doctrine of responclenl superior shall not apply as between City, its officers, agents, servants and
employees,and OMNIA Partners,Public Sector, its officers,agents,employees,servants,and subcontractors.
OMNIA Partners, Public Sector further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and OMNIA Partners, Public Sector. it is further understood that
City shall in no way be considered a Co-employer or a Joint employer of OMNIA Partners, Public Sector or
any officers, agents, servants, employees or subcontractors of OMNIA Partners, Public Sector. Neither
OMNIA Partners, Public Sector, nor any officers, agents, servants, employees or subcontractors of OMNiA
Partners,Public Sector shall be entitled to any employment benefits from City.OMNIA Partners,Public Sector
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.
3. ASSIGNMENT AND SUBCONTRACTING.
3.1 Assignment. OMNIA Partners, Public Sector shall not assign or subcontract any of its duties,
obligations or rights under this Rebate 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 OMNIA Partners,
Public Sector under which the assignee agrees to be bound by the duties and obligations of OMNIA Partners,
Public Sector under this Rebate Agreement. OMNIA Partners, Public Sector and Assignee shall be jointly
liable for all obligations of OMNiA Partners, Public Sector under this Rebate Agreement prior to the effective
date of the assignment.
3.2 Subcontract. if City grants consent to a subcontract,the subcontractor shall execute a written
agreement with OMNIA Partners, Public Sector referencing this Rebate Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of OMNIA Partners, Public Sector under
Principal Procurement Agency Rebate Agreement Page 6 of 9
DocuSign Envelope ID:372CBCEA-37BF-40A7-8C48-FAF589F35C3D
this Rebate Agreement as such duties and obligations may apply.OMNIA Partners,Public Sector shall provide
City with a fully executed copy of any such subcontract.
4. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
OMNIA Partners, Public Sector 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 Rebate Agreement will also comply with all applicable federal,state and local
laws, ordinances, rules and regulations. if City notifies OMNIA Partners, Public Sector of any violation of
such laws,ordinances,rules or regulations,OMNIA Partners,Public Sector shall immediately desist from and
correct the violation.
5. NUN-DISCRIMINATION COVENANT.
OMNIA Partners, Public Sector, for itself, its personal representatives, assigns, subcontractors and
successors in interest,as part of the consideration herein,agrees that in the performance of OMNIA Partners,
Public Sector'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 OMNIA PARTNERS,
PUBLIC SECTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS, OR
SUCCESSORS IN INTEREST, OMNIA PARTNERS, PUBLIC SECTOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
6. NOTICES.
Notices required pursuant to the provisions of this Rebate 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 OMNIA PARTNERS, PUBLIC SECTOR:
City of Fort Worth OMNIA Partners, Public Sector
Attn: City Manager's Office Attn:Public Sector Contracting
200 Texas Street 840 Crescent Centre Drive, Suite 600
Fort Worth,TX 76102-6314 Franklin,TN 37067
Facsimile: (817)392-8654
With copy to Fort Worth City Attorney's Office at
same address
7. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Rebate Agreement, City does not waive or
surrender any of its governmental powers or immunities.
Principal Procurement Agency Rebate Agreentent Page 7 or9
DocuSign Envelope ID:372CBCEA-37BF-40A7-8C48-FAF589F35C3D
8. GOVERNING LAW/VENUE.
This Rebate 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 Rebate 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.
9. SEVERABILITY.
If any provision of this Rebate 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.
10. HEADINGS NOT CONTROLLING.
Headings and titles used in this Rebate Agreement are for reference purposes only,shall not be deemed
a part of this Rebate Agreement, and are not intended to define or limit the scope of any provision of this
Rebate Agreement.
11. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Rebate
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 Rebate Agreement.
12. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment, modification, or extension of this Rebate 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.
13. ENTIRETY OF AGREEMENT.
This Rebate Agreement contains the entire understanding and agreement between City and OMNIA
Partners, Public Sector, 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 Rebate Agreement.
14. COUNTERPARTS.
This Rebate 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.
15. IMMIGRATION NATIONALITY ACT.
OMNIA Partners, Public Sector shall verify the identity and employment eligibility of its employees
who perform work under this Rebate Agreement, including completing the Employment Eligibility
Verification Form (1-9). City, upon written notice to OMNIA Partners, Public Sector, shall have the right to
immediately terminate this Rebate Agreement for violations of this provision by OMNIA Partners, Public
Sector.
Principal Procurement Agency Rebate Agreement Page 8 of 9
DocuSign Envelope ID:372CBCEA-37BF-40A7-BC48-FAF5B9F35C3D
16. SIGNATURE AUTHORITY.
The person signing this Rebate Agreement hereby warrants that he/she has the legal authority to
execute this Rebate Agreement on behalf of the respective party, and that such binding authority has been
granted by proper order, resolution,ordinance or other authorization of the entity.
17. PROH1131TION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
OMNIA Partners, Public Sector acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, the City is prohibited from entering into a contract for goods or services with a company
with 10 or more full-time employees that has a value of$100,000 or more that is to be paid wholly or partly
fi•om public funds of the City 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"
shall have 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 Rebate Agreement,OMNIA Partners,Public
Sector certifies that OMNIA Partners,Public Sector's signature provides written verification to the City
that OMNIA Partners,Public Sector: (1)does not boycott Israel; and(2)will not boycott Israel during
the term of this Rebate Agreement.
Principal Procurement Agency Rebate Agreement Page 9 of 9
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 Intergovernmental 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
MMBE 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