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HomeMy WebLinkAboutContract 6311563115 City Secretary Contract No. FORT WORTH, VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WO TH ("City"), a Texas home -rule municipal corporation, and PINNACLE PETROLEUM, INC. ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." 1. Scoue of Services. The vendor will provide Motor and Aviation Fuels & Related Services. The City will purchase these products and services on an "as needed basis" for the Property Management Department ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins on June 1, 2025 ("Effective Date") and expires on May 31, 2030 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to one (1) two-year renewal option ("Renewal Term"). 3. Comnensation. 3.1 The Vendor acknowledges that this is a non-exclusive agreement and there is no guarantee of any specific amount of work. Further, Vendor recognizes that the amount stated below in Section 3.2 is the total amount of funds available, collectively, for any Vendor that enters into an agreement with the City under the relevant Mayor and Council ("M&C") Communication and that once the full amount has been exhausted, whether individually or collectively, Vendor will 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 will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 3.2 The maximum compensation amount allowed under this non-exclusive Agreement will be up to $15,000,000.00 for Year 1 of the initial term, $17,250,000.00 for Year 2 of the initial term, $19,837,500.00 for Year 3 of the initial term, $22,813,125.00 for Year 4 of the initial term, $26,235,094.00 for Year 5 of the initial term. In the event City opts to renew the Agreement, the maximum compensation amount allowed is up to $30,170,358.00 for Year 1 of the Renewal Term, and $34,695,911.00 for Year 2 of the Renewal Term. 3.3 Following the award of this Agreement, additional products and services of the same general category that could have been encompassed in the award, and that are not already made a part of the Agreement, may be added based on the discount provided on Vendor's bid response (if applicable) and price sheet provided with Vendor's bid response or a current quote provided from the Vendor. OFFICIAL RECORD CITY SECRETARY Vendor Services Agreement FT. WORTH, Tx Page 1 of 38 City Secretary Contract No. 3.4 The Parties may engage in multiple transactions under this Agreement. For each purchase made pursuant to this Agreement, Vendor must supply a quote and the quote must conform with the then -current pricing under the agreement or the discount provided on the Vendor's bid response if it is for an additional product and service of the same general category, as described above. If the City accepts the quote and places the order, that quote shall be considered an addendum to this agreement but is not required to be filed in the City records. The Parties will maintain all quotes for the 3-year Audit period included herein. 3.5 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. 3.6 Vendor will 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 will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor 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-Abbronriation 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 Vendor of such occurrence and this Agreement will 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 will pay Vendor for services actually rendered up to the effective date of termination and Vendor will 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, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will 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. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third parry without the prior written approval of City. Vendor Services Agreement Page 2 of 38 City Secretary Contract No. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must 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, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this 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 Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Indenendent Contractor. It is expressly understood and agreed that Vendor will 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, Vendor will 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, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will 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, contractors, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL 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 KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. Vendor Services Agreement Pagc 3 of 38 City Secretary Contract No. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPA TENT, 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 WILL NOTAPPLYIF CITYMODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR WILL 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 WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND CITYAGREES TO COOPERATE WITH VENDOR INDOING 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 WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANYSUCH CLAIM, HOWEVER, VENDOR WILL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITYAGREES TO GIVE VENDOR 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 WILL NOT ELIMINATE VENDOR'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 MA TERIALL Y AD VERSEL Y RESTRICTED, VENDOR WILL, 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 MATERIALLYADVERSELYAFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND/OR DOCUMENTATION WITH EQ UALL Y SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND/OR DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING Vendor Services Agreement Page 4 of 38 City Secretary Contract No. ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. Assignment and Subcontracting. 9.1 Assignment. Vendor will 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 will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit Vendor Services Agreement Pagc 5 of 38 City Secretary Contract No. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Comuliance with Laws, Ordinances, Rules and Reeulations. Vendor agrees that in the performance of its obligations hereunder, it will 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 Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will 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 VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR 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 will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: Vendor Services Agreement Page 6 of 38 City Secretary Contract No. To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to Fort Worth City Attorney's Office at the same address To VENDOR: Pinnacle Petroleum, Inc. Liz McKinley, President 16651 Gemini Lane Huntington Beach, CA 92647 14. Solicitation of Emulovees. Neither City nor Vendor will, during the term of this 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 will 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 Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will 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 will 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 will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will 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; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Vendor Services Agreement Page 7 of 38 City Secretary Contract No. Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only, will 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 will not be employed in the interpretation of this Agreement, including the attached exhibits. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor 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 Vendor's option, Vendor will 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 Vendor for the nonconforming services. 25. Immigration and Nationalitv Act. Vendor must 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, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will 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 will 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 will 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, Vendor 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, Vendor Services Agreement Page 8 of 38 City Secretary Contract No. 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. 27. Signature Authoritv. The person signing this Agreement hereby warrants that they have 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 of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Comvanv Name or Ownership. Vendor must 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 Vendor or authorized 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. 29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company 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 terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Vendor Services Agreement Page 9 of 38 City Secretary Contract No. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, 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. (signature page follows) (remainder of this page intentionally left blank) Vendor Services Agreement Page 10 of 38 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Valerie Washington (Apr 17, 2025 15:51 CDT) Name: Valerie Washington Title: Assistant City Manager 04/17/2025 Date: APPROVAL RECOMMENDED: By: Name: Marilyn Marvin Title: Property Management Department Director ATTEST: By: Name: Jannette Goodall Title: City Secretary VENDOR: Pinnacle Petroleum, Inc. Liz /I c kl;lt 1 Liz McKinley (Apr 10, 2025T9:56 PDT) By: Name: Liz McKinley Title: President Date: 04/10/2025 Opna a � ! pORT�O9A0 Oro %. dvo ^=4 aAacn>i<z as4 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Denise Ganeiq By: Denise Garcia (Apr 15, 2025 09:59 CDT) Name: Denise Garcia Title: Purchasing Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Andrea Phillips Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 25-0066 M&C Approved: 1/28/2025 Form 1295: 2024-1252315 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page It of 38 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES 1.0 SCOPE OF SERVICES 1.1 The Vendor will provide Motor and Aviation Fuels & Related Services including, but not limited to, finished motor gasoline, finished aviation gasoline, Kerosene - Type Jet Fuel, Distillate Fuel Oil for on -highway and off -highway diesel engines, Renewable Diesel, Biodiesel, and Diesel Exhaust Fluid. The City will purchase these products and services on an "as needed basis" for the Property Management Department. 2.0 DEFINITIONS 2.1 City: The City of Fort Worth 2.2 Deliverable: Any products, services, report, software, hardware, data, documentation, or other tangible item that the Successful Proposer is required to provide to the City under the terms of a Contract. 2.3 Successful Proposer or Awarded Vendor: The proposer(s) that are offered a contract by the City of Fort Worth. 2.4 OPIS: Oil Price Information Service (htti)s://www.oi)isnet.com/) 2.5 Vendor: A Proposer or an individual, partnership or corporation that is responsible for the performance of services under a contract awarded by the City, a Successful Proposer. 2.6 Transport Load: 7,000 to 9,000 gallons 2.7 Tank Wagon Load: 100 to 5,999 gallons 2.8 Short Transport Load: 4,001 to 6,999 gallons 2.9 Bobtail Load: 0 to 4,000 gallons 2.10 B.P.: Boiling Point 2.11 Split Load: Delivery where the Vendor delivers fuel to multiple city locations in one trip. 2.12 Split Load Fee: A fee for a delivery where the Vendor delivers fuel to multiple city locations in one trip. Vendor Services Agreement Page 12 of 38 City Secretary Contract No. 2.13 Pump off Fee: A fee for pumping fuel into an above ground tank. 2.14 Stick Reading: A stick reading is a measurement of the fuel or fluid in a tank that is obtained by inserting a marked measuring stick into the tank. 2.15 American Society for Testing and Materials (ASTM): is a standards organization that develops and publishes voluntary consensus technical international standards for a wide range of materials, products, systems and services. 2.16 The following definitions are provided to establish a common understanding of the scope 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 (httn://www.eia.aov/). 2.16.1 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. 2.16.2 Conventional Gasoline: Finished motor gasoline not included in the oxygenated or reformulated gasoline categories. 2.16.3 Renewable Diesel: Hydrotreating (hydro processing hydrodeoxygenation) also called 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. 2.16.4 Distillate Fuel Oil: 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. 2.16.5 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-G5572. 2.16.6 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 W-G- Vendor Services Agreement Page 13 of 38 City Secretary Contract No. 1690C, is characterized as having a boiling range of 122' to 158' degrees Fahrenheit at the 10 percent recovery point to 365' to 374' 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). 2.16.7 Kerosene -Type Jet Fuel: A kerosene -based product having a maximum distillation temperature of 400' 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 commercial and military turbojet and turboprop aircraft engines. 2.16.8 Oxygenated Fuels Program Reformulated Gasoline (OPRG): is reformulated gasoline which is intended for use in an oxygenated fuels program control area during an oxygenated fuels program control period. 2.16.9 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 21 l(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). 2.16.1ODiesel Exhaust 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 NOx concentration in the diesel exhaust emissions from diesel engines. 3.0 COST 3.1 Benchmark Index Pricing - To determine pricing a formula will be utilized, consisting of a Benchmark Index and a Market Differential. Descriptions of the components of this price formula are provided below. 3.1.1 Benchmark Index 3.1.1.1 The City utilizes a benchmark index to establish a verifiable baseline fuel price per gallon. The benchmark index will be based on data provided by the Oil Price Information Service (OPIS) for Diesel and Unleaded. Specifically, the OPIS Contract Benchmark File for Dallas Metro Texas will be utilized to establish the Vendor Services Agreement Page 14 of 38 City Secretary Contract No. benchmark for each Rack market, and the 10:00 A.M. Eastern Standard Time (EST) Contract Rack Average prices for each fuel product will be the benchmark index. The OPIS Contract Benchmark File for Dallas Metro Texas is a snapshot of the Rack Average Vendor posting in each OPIS rack market at approximately 10:00 A.M. (EST) each day, including Saturday, but excluding Sunday. The snapshot includes all price moves from 6:00 P.M. (EST) the prior day up until the price file is frozen at approximately 10:00 A.M. (EST). The snapshot includes the prompt payment discounts offered by Vendors. The City prefers to utilize PLATTS Gulf Coast benchmark pricing for Jet -A fuel. If the vendor is proposing to use a different benchmark pricing for Jet -A, the benchmark pricing reports must be provided to the City on the date of each delivery. 1.1.2 Dallas Metro Texas Net Rack Average The benchmark index to be utilized for this agreement is based on the date of fuel delivery to the City. 3.1.2 Market Differential 3.1.2.1 The Market Differential set by the Vendor for each Rack market that Vendor is capable of providing motor and aviation fuels & related products and services for. The Market Differential is a four - digit decimal numerical value that is added to or subtracted from the benchmark index for a given fuel product by the Rack market. The Market Differential includes all cost and profit components determined by the Vendor, but should exclude any applicable taxes (see Taxes below) and delivery charges to the City (see Delivery/Freight below). Contract Market Differential prices are firm for the term of the contract except that price revisions will be permitted in accordance with the City of Fort Worth terms set forth herein. New differential pricing shall be commensurate with existing rack market differential pricing for the region whenever possible. This pricing is in connection with the Benchmark Index pricing. 3.1.3 Taxes 3.1.3.1 The City of Fort Worth may be a tax-exempt organization regarding federal, state, and/or local taxes on motor and aviation fuels & related products and services. It is the Vendor's responsibility to accurately assess, collect and remit to any taxing authority any fuel taxes after determination by the City of its tax- exempt status regarding any and all taxes on motor and aviation fuels & related products and services. Vendor Services Agreement Page 15 of 38 City Secretary Contract No. 1.3.2 The price for fuels will be increased by the amount of any after - imposed tax, unless the legislative, judicial or administrative act says otherwise, or if the Vendor states in writing that such contract price does not include any contingency for such after -imposed tax. Such increase shall be prospective only and become effective upon such written notice. "After -imposed tax" means any new or increased Federal, State and Local excise tax or duty, except social security or other employment taxes, on fuel purchased using this agreement which the Vendor is required to pay or bear the burden of as the result of legislative, judicial, or administrative action taking effect after the effective date of the agreement. 3.1.3.3 The price for fuels will be decreased by the amount of any after - relieved tax. Such decrease shall be effective when realized. "After -relieved tax" means any amount of Federal, State and Local excise tax or duty, except social security or other employment taxes, that would otherwise have been payable on fuel purchased using this agreement for which the Vendor is not required to pay or bear the burden of, or for which the Vendor obtains a refund or drawback, as the result of legislative, judicial or administrative action taking effect after the effective date of the agreement. 3.1.3.4 In accordance with IRS notice 88-30, the City of Fort Worth falls into the guidelines outlined in this section are exempt from paying a federal excise tax on diesel and/or aviation fuel. The City of Fort Worth, if applicable, will sign a certificate of exemption, to be maintained on file with the Vendor for the duration of the agreement. 3.1.4 Delay Time 3.1.4.1 Delay time is defined as the period of time in hours, or part thereof, that a delivery truck has to wait before it can deliver its load. Delay time will be charged on a rate per hour in 15- minutes increments. 3.1.5 Special Allowances 3.1.5.1 Any special allowances are not included in the price. However, if the Vendor extends such allowances during the term of the contract to Federal, State, Local Governments or to commercial users in the normal course of doing business, such allowances will also be available to the City in the maximum amount extended to others who contract to purchase fuel under similar contractual terms and conditions. Vendor Services Agreement Page 16 of 38 City Secretary Contract No. 3.2 Special Offers/Promotions: In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, Vendor(s) may conduct sales promotions involving price reductions for a specified lesser period. Vendor(s) may offer the City competitive pricing which is lower than the not -to -exceed price set forth herein at any time during the Contract term and such lower pricing shall not be applied as a global price reduction under the Contract. 3.3 Additional Pricing/Fees 3.3.1 Any additional pricing/fees associated with delivery of products including short load, split load charges must be included in Exhibit B, Payment Schedule. 3.3.2 If Vendor charges an administrative fee for bobtail/wagon load fuel deliveries, the administrative fee per gallon must be included in Exhibit B, Payment Schedule and broken into the following structure of delivery gallons: 500 or less; 501 to 1,000; 1,001 to 1,500; 1,501 to 2,000; and 2,001 to 4,000. All Transports and/or Short Transports (4,001 to 9,000- gallon deliveries) will NOT incur the bobtail/wagon load administrative fee. 3.3.3 Freight should be determined based on the closest terminals to the City's requested destination. 4.0 OPIS LICENSING 4.1 The City has selected the OPIS Net Contract Rack pricing for Dallas Metro, Texas for diesel and unleaded deliveries. The Rack Average is the price index benchmark for settlement under this contract. Vendors must be aware that OPIS prices are protected under strict copyright agreements and forwarding printed or electronic OPIS price reports is a violation of federal copyright law. It is highly encouraged that both Vendors and purchasers of fuel tied to OPIS pricing subscribe to OPIS to verify the prices that are used in fulfilling this contract. 5.0 ADDITIONAL PRODUCTS, QUALITY, AND SERVICES 5.1 The product quality must meet and/or exceed Federal and state Texas Commission on Environmental Quality (TCEQ) and Environmental Protection Agency (EPA), attainment, and nonattainment area guidelines. The Clean Air Act requires EPA to regulate fuels and fuel additives for use in motor vehicle, motor vehicle engine, or nonroad engine or nonroad vehicle if such fuel, fuel additive or any emission products causes or contributes to air or water pollution that may endanger the public health or welfare. EPA must also address emission products of such fuel or fuel additives that may impair any emission control devices used on vehicles or engines to reduce harmful emissions. All petroleum products and services offered will be the sole responsibility of the Vendor. Vendor Services Agreement Page 17 of 38 City Secretary Contract No. 5.2 Gasoline regulations are under 40 CFR Part 80 ("Regulation of Fuels and Fuel Additives"): subparts A (general provisions, applying to all 40 CFR Part 890 fuels programs), B (controls and prohibitions), C (oxygenated gasoline), D & E (reformulated gasoline), G (detergent gasoline program), H & O (gasoline sulfur) and J & L (gasoline toxics). 5.3 All gasoline and diesel motor vehicle fuel additives are required to be registered in accordance with the regulations at 40CFR 79. Gasolines are required to contain detergent additives which have been certified in accordance with the regulations at 40 CFR 80, Subpart G. 5.4 Lists of registered gasoline and diesel additives, and certified gasoline detergent additives, are available at Registered Fuels & Fuel Additives Under 40 CFR Part 79. The regulations are available from the Government Printing Office's GPO Access Service at httv://www.ecfr.aov/cai-bin/ECFR?t)aae=browse. 5.5 Federal Funding Pricing: Due to products and services potentially being used in response to an emergency or disaster recovery situation in which federal funding may be applied, alternative pricing will be negotiated that does not include cost plus a percentage of cost or pricing based on time and materials. Products and services provided in a situation where the City is eligible for federal funding, Vendor is subject to and must comply with all federal requirements applicable to the funding. 5.6 The City reserves the right to add, delete and/or acquire fuel hedging fixed prices and/or consigned fuel for products/services (e.g. Collars, Call Options, Swaps) the Vendor can supply which are similar to, but not specifically called for in this agreement. The procedure for such acquisitions will be as follows: 5.6.1 The City's Property Management Department will obtain from the Vendor a letter (on their company letterhead) verifying the products/service to be added. The letter will include: 5.6.1.1 Complete description of the item(s), 5.6.1.2 Location (if applicable), 5.6.1.3 City Secretary Contract Number and 5.6.1.4 NYMEX based fixed unit price quotes (gal/$) as well as differential price to the City (in a mutually agreed upon format) and the applicable contract period or term as requested. 5.6.2 Upon receipt and approval by the City, the product/service will automatically become part of the contract. 5.6.3 Upon approval, the Vendor will expeditiously arrange for execution of the transaction and issue a transaction confirmation for City and/or governmental agency execution evidencing the purchase. Vendor Services Agreement Page 18 of 38 City Secretary Contract No. 5.7 Consigned Fuel Supply 5.7.1 For locations with onsite fueling stations the Vendor may provide consignment -based fuel services whereby the Vendor owns the fuel tanks that is billed once dispensed from the facility. The City must have a fuel control terminal on hand with proper connectivity to administer and record fueling and storage tanks must have tank monitoring systems with proper connectivity to report inventory levels. The Vendor will maintain adequate inventory levels per business rules mutually agreed upon with the City. A reconciliation or true -up process will occur periodically to ensure accuracy and accountability. 6.0 VENDOR RESPONSIBILITIES 6.1 The City of Fort Worth reserves the right, at its sole discretion, to change the list of fuel types covered either by the deletion of fuel types no longer needed or addition of other fuel types or fuel additives as may become necessary for the City. When a class, type or category of fuel is to be added to this agreement, the City of Fort Worth will supply specifications for such fuel to Vendor(s) on this agreement no less than fifteen (15) days in advance of the first request for pricing for such fuels. 6.2 All motor and aviation fuels & related products and services delivered under this agreement will meet or exceed the specifications and will not contain any foreign substances or water. 6.2.1 The Vendor must ensure every fuel delivery to the City of Fort Worth receives the best quality fuel or the vendor will be subject to drain tanks, clean tanks, and refuel with quality fuel. 6.3 Allocation - in the event of a fuel shortage and/or catastrophic conditions, the Vendor must be capable of providing fuel to the City of Fort Worth under this agreement. Vendor agrees that delivery of products covered by this agreement will be made in a priority manner for the City to the exclusion of non- governmental agencies during times of shortages and/or catastrophes. 6.4 Emergency Purchasing - in the event that an emergency or disaster is declared by the City according to applicable laws governing states of emergency and disasters requiring the prompt and immediate delivery of products or services, the City reserves the right to obtain such products or services at the City's discretion. Vendor(s) who are able to provide those products and services are to meet the needs of the emergency purchasing requirements including following any applicable laws, which will meet the needs of such emergency. When conditions allow (weather related) the City expects fuel deliveries for emergency equipment as soon as conditions are safe. Vendor will not be entitled to any claim or lost Vendor Services Agreement Page 19 of 38 City Secretary Contract No. 7.0 profits for products or services procured from other sources pursuant to this paragraph. 6.5 If rental equipment is utilized, the rental equipment must be certified as legal transport carriers to transport fuel. 6.6 All products provided must be warrantied against all contaminants and/or water. 6.7 If there is a discrepancy between the purchase order and what is listed on the contract, it is the Vendor's obligation to seek clarification from the ordering agency. ETHANOL, GASOLINE, AND E85 FUEL SPECIFICATIONS 7.1 Table #1 Property Ethanol Gasoline Chemical Formula C2H5OH Main Constituents (% by weight) 52 C, 13 H, 35 O (Octane (R+M)/2 98-100 Lower Heating Value 76,300 (British thermal unit (BTU) per gallon) Gasoline Gallon Equivalence 1.5 (v/v gasoline) Miles per Gallon Compared to Gasoline 67% �Reid Vapor Pressure (psi) 2.3 Ignition Point —Fuel in Air (%) 3-19 (Temperature (approx.) ff) 850 (Specific Gravity (60/65°F) 0.794 (Cold Weather Starting Poor !Air -Fuel Ratio (by weight) 9 Pydrogen-Carbon Ratio 3.0 *Depends on hydrocarbon blending component properties. E85 C4 to C 12 C4 to C 12 Hydrocarbons Hydrocarbons and Oxygenated Hydrocarbons 85-88 C, 12-15 H 57 C, 13 H, 30 O 87-94 95-97 116,900 83,600- 89,400 1 1.3-1.4 73% 7-16 7-12 1-8 495 0.72-0.78 0.78 Good Good 14.7 10 1.85 2.75-2.95 7.2 The E85 specifications above and below (7.1: Table #1, and 7.4: Table #3) represent ASTM D5798-07 Standard Specification for Fuel Ethanol for Automotive Spark Ignition Engines. But not limited to if proven by the federal government and/or TCEQ as no longer an approved Standard Specification. Vendor Services Agreement Page 20 of 38 City Secretary Contract No. 7.3 Table #2 ASTM D5798-07 Standard Specification for Fuel Ethanol (Ed75-Ed85) for Automotive Spark- Ignition Engines Property Value for Class (ASTM Volatility Class 1 2 3 Ethanol Plus Higher Alcohols (minimum volume 79 74 70 Hydrocarbons (including denaturant) 17-21 17-26 17-30 (volume %) Pressure at 37.8°C kPa psi 38-59 48-65 66-83 �apor 5.5-8.5 7.0-9.5 9.5-12.0 Lead (maximum, mg/L) 2.6 2.6 3.9 Phosphorus (maximum, mg/L) 0.2 0.3 0.4 Sulfur (maximum, mg/kg) 210 260 300 1 All Classes (Methanol (maximum, volume %) Higher Aliphatic Alcohols, C3-C8 (maximum volume %) Water (maximum, mass %) Acidity as Acetic Acid (maximum, mg/kg) Inorganic Chloride (maximum, mg/kg) (Total Chlorine as Chlorides (maximum, mg/kg) (Gum, Unwashed (maximum, mg/100 mL) Gum, Solvent -Washed (maximum, mg/100 mL) Copper (maximum, mg/100 mL) Appearance 0.5 2 1.0 50 1 2 20 5.0 0.07 Product will be visibly free of suspended or precipitated contaminants (will be clear and bright). 7.4 Table #3 - Comparison of E10 Fuel Properties Property Chemical Formula Molecular Weight Composition, weight % Carbon Hydrogen Ethanol Gasoline C2H5OH C4 to C 12 Hydrocarbons 46.07 100-105 52.2 85-88 13.1 12-15 Vendor Services Agreement Page 21 of 38 City Secretary Contract No. 8.0 Oxygen 34.7 0 Relative Density, 60/60°F 0.794 0.69-0.793 (Density, lb/gl@60°F 6.61 5.8-6.63 Lower Heating Value 11,500 18,000-19,000 Btu/lb (British thermal unit (BTU) per gallon) 76,300 109,000-119,000 @60°F Boiling Temperature, OF 173 80-437 Freezing Point, OF -173.4 -40 Vapor Pressure, psi 2.3 6-15 Blending Reid Vapor Pressure, psi 18 6-15 Octane (R+M)/2 112.5-115a/ 87-94 Water Solubility, @70,017 Fuel in Water Vol % 100 Negligible Water in Fuel Vol % 100 Negligible Flash point, close cup, OF 55 -45 IAutoignition Temperature, OF —793 —495 Flammability limits, Vol % Lower 4.3 1.4 Higher 19.0 7.6 Latent Heat of Vaporization Btu/lb @ 60 OF 396 —150 Btu/gal @ 60°F 2,378 —900 JStoichiometric Air/Fuel Ratio, Weight 9.00 14.7 Note: Values shown are typical octane blending values for ethanol as reported. Octane blending values vary with oxygenate concentration, base fuel octane and composition. 7.5 The above specifications may vary slightly depending on the Vendor and manufacturer of fuel. Any variance from the above or below specifications must be approved by the City of Fort Worth Property Management Department- Fuel Manager, or designee. It will contain additive package and corrosion inhibitors, but not limited to; if proven by the federal government and/or TCEQ as no longer an approved additive or corrosion inhibitor. If product package and/or corrosion inhibitor is changed or altered, the new formulation must meet and/or exceed the federal government and/or TCEQ approved formulation standards. GENERAL PRODUCT REQUIREMENTS 8.1 It is anticipated that the (TxLED) Ultra Low Emission Diesel #1, #2, Red Dyed Diesel, and/or Biodiesel to be furnished will fall within the broad specifications listed below. If the Diesel does not fall within these specifications, the variances will be notified in writing and the City of Fort Worth reserves the right to accept or reject the product if the variances are considered excessive. Vendor Services Agreement Page 22 of 38 City Secretary Contract No. 8.2 In addition, it is the intent of City of Fort Worth to purchase (TxLED) Ultra Low Emission Diesel #1, #2, Red Dyed Diesel and/or (SME) Soy- Methyl -Ester, a virgin vegetable oil blend stock bio-diesel/TxLED blend, meeting ASTM D 6751 and BQ9000 furnished by the Vendor and will be same grade reformulated (TxLED) Ultra Low Emission Diesel offered through the Vendor's regular retail outlet. 8.3 The Texas Ultra Low Emission Diesel will contain same additive package, including, but not limited to ORYXE (OR -LED 2 and/or OR- LED 3 bio), if additive packages are proven by the federal government and/or Texas Commission of Environmental Quality (TCEQ) as no longer an approved additive. The Vendor will ensure the producer of the bio-diesel is complying with 30 Texas Administrative Code JAC) 114.316(k) regarding sampling and testing requirements and complying with all federal government and/or TCEQ on approved additive packages. 8.4 Renewable Diesel is distinct from biodiesel. While renewable diesel is chemically similar to petroleum diesel, biodiesel is a mono -alkyl ester, which has different physical properties and hence different fuel specifications (ASTM D6751 and EN 14214). The two fuels are also produced through very different processes. While biodiesel is produced via transesterification, renewable diesel is produced through various processes such as hydrotreating (isomerization), gasification, pyrolysis, and other thermochemical and biochemical means. Moreover, biodiesel is produced exclusively from lipids (such as vegetable oils, animal fats, grease, and algae), whereas renewable diesel is produced from lipids and cellulosic biomass (such as crop residues, woody biomass, and dedicated energy crops). 8.5 Table #5 Properties Petro diesel Biodiesel Renewable Diesel Cetane# 40-55 50-65 75-90 Energy Density, MJ/kg 43 38 44 Density, g/ml 0.83-0.85 0.88 0.78 Energy Content, BTU/gal 129 K 129 K 118 K 123 K Sulfur <10 ppm <5 ppm <10 ppm NOx Emission Baseline +10 -10 to 0 Cloud Point, C -5 20 -10 Oxidative Stability Baseline Poor Excellent Vendor Services Agreement Page 23 of 38 City Secretary Contract No. Cold Flow Properties Baseline Poor Lubricity Baseline Excellent 8.6 Table #6 — Renewable Diesel Excellent Similar Analysis of REG-9000/RHD Property Value ASTM D975 REG- 90008 Units No.2-D Limit* Limit Cloud point: -14 Report Report °C Water & Sediment: <0.05 0.05, max 0.05, max % volume Conductivity: 77 25, min 25, min pS/m Appearance: Clear & Clear & Clear & N/A Bright Bright Bright API Gravity @ 60°F: 49.3 N/A Report N/A Specific gravity @ 0.7828 N/A Report N/A 60OF: Flash point: 67.1 52, min 52, min °C Total Sulfur: <1 15, max 2, max ppm (mg/kg) Ramsbottom Carbon: 0.04 0.35, max 0.35, max % mass Ash: <0.001 0.01 0.01 % mass Kinematic Viscosity at 3.2 1.9 4.1 1.9 — 4.1 mm2/sec 40 IC: Copper Corrosion (3 la No. 3 No. lb N/A hrs. at 50 °C): Distillation 301 282 338 282 — 338 °C Temperature, at 90%: Cetane Index: 96 40, min 65, min N/A 9.0 DIESEL FUEL COMPONENT SPECIFICATIONS 9.1 Diesel #1 Kerosene based Diesel Clarification Vendor Services Agreement Page 24 of 38 Test Method (current revision) D5771 D2709 D2624 D4176, Procedure 1 D4052 D4052 D93A D5453 D524 D482 D445 D130 M D4737, Procedure A City Secretary Contract No. 9.1.1 Fungibles #1 -fuel oil distillate with a minimum cetane number of 48 and aromatics content (10%) max., maximum sulfur content of (<15ppm) or less. 9.1.1.1 Components: Light hydrocarbon distillate — 60%, Kerosene — 40%, pour point improver — <15 PPM. 9.1.1.2 Flammable properties: Flash point — 100 to 162 degrees F, autoignition temp. 220°C to (428 degrees F), explosive limits by % volume in air — lower 0.4/upper 8%. 9.1.1.3 Boiling point — 380 degrees, specific gravity (H20=1) —0.83 (AIP) 38.5, insoluble in water, vapor pressure @ 20 degrees C MMHG: N/AV, volatile by volume —100%. 9.1.2 Fungibles #2 - fuel oil distillate with a minimum cetane number of 48 and aromatics content (10%) max., maximum sulfur content of (<15ppm) or less. 9.1.2.1 Components: Petroleum distillates —100%, pour point improver <15 PPM. 9.1.2.2 Flammable properties: Flash point — 125 to 190 degrees F, autoignition temp. 257.2°C to (495 degrees F), explosive limits by % volume in air — lower 0.4/upper 8%. 9.1.2.3 Boiling point — 325 to 700*F degrees, specific gravity 0.84 to 0.93 (H20=1) @ 60°F, insoluble in water, vapor pressure <0.7kPa (<5.2 min Hg @ 20 degrees C, vapor density 3 (Air =1), volatility negligible, evaporation rate 0.02. 9.2 Blend of specs 9.1.1 and 9.1.2 (70/30 blend) Diesel Clarification 9.2.1 Fungible #1 -split load 70/30 blend (DF#2-70%/DF#1-30%) fuel oil distillate with a minimum cetane number of 48 and aromatics content (10%) max., maximum sulfur content of (<15ppm) or less. 9.2.1.1 Pricing on 70/30 blend will be based on the DF#1-30%. (70%-#2 Dallas Metro Texas average rack price and 30%-# 1 Dallas Metro Texas average rack price for date of delivery). 9.3 Standard Diesel Clarification 9.3.1 Fungible #2 - split load DF/BIO-DF blend (DF#2 - #00%BIO#00%) fuel oil distillate with a minimum cetane number of 48 and aromatics content Vendor Services Agreement Page 25 of 38 City Secretary Contract No. (10%) max., maximum sulfur content of (<15ppm) or less. The City will accept up to 5% of bio diesel in the diesel fuel. 9.4 The above specifications may vary slightly depending on the Vendor and manufacturer of fuel. Any variance from the above specifications must be approved in writing by the City of Fort Worth. 10.0 JET -A AVIATION FUEL REQUIREMENTS (GRADE 54) PROPERTIES (ACIDITY, TOTAL MG KOH/G (AROMATICS, VOL % MERCAPTAN SULFUR, WT. % SULFUR, TOTAL WT. % DISTILLATION 10% RECOVERED F 50% RECOVERED F 95% RECOVERED F �ND POINT DISTILLATION RESIDUE, VOL% DISTILLATION LOSS, VOL% 'LASH POINT, F GRAVITY, API @ 600 F FREEZING POINT, C VISCOSITY, -40 F CST (NET HEAT OF COMBUSTION, BTU/LB. ASTM SPECS MAX D874 X D1319 X D3227 X D4294 D96 MAX MAX X X MAX MAX MAX MIN COMBUSTION PROPERTIES: ONE OF THE FOLLOWING REQUIREMENTS MUST BE MET: 1. LUMINOMETER NO., OR 2. SMOKE POINT, OR 3. SMOKE POINT AND NAPHTNALENESVOL% CORROSION, COPPER STIP, 2 HRS. @ 212° F THERMINAL STABILITY: D58 D4052 D2346 D445 D 1406 NOTES 0.1 22 A 0.003 0.3 400 REPORT REPORT 572 1.5 1.5 104 MIN. ° 37-51 40 8 18,400 C MIN D1740 45 MIN D1322 25 MIN D1322 & D1840 19 MAX 3.0 MAX D130 NO.1 Vendor Services Agreement Page 26 of 38 B City Secretary Contract No. PROPERTIES ASTM SPECS NOTES FILTER PRESSURE DROP (MNHG) MAX D3241 25 E TUBE DEPOSIT LESS THAN CODE 3 EXISTENT GUM MAX, MG/100ML MAX D391 7.0 WATER REACTION: D 1024 SEPARATION RATING MAX +2 INTERFACE RATING MAX 18 ADDITIVES F APPEARANCE G COLOR, SAYBOLT MIN D 156 15 WSIM MIN D3948 85 CONDUCTIVITY (PS/M) REPORT 11.0 JET -A AVIATION TURBINE FUEL REQUIREMENTS PHYSICAL PROPERTIES: BOILING POINT: 572° F (300° C) POUR POINT: ND SPECIFIC GRAVITY: 0.7753- 0.8398 PH: Essentially Neutral MELTING POINT: ND FREEZING POINT: -40°F (-40°C) % VOLATILE: ND APPEARANCE/ODOR: Pale Yellow, Clear Liquid with Kerosene -Like Odor Vapor Pressure: Very Low Evaporation Rate (Water): Very Low Flash Point: 100' F (37.8°C) Tag Closed Cup Vapor Density 5.7(Approximate): Autoignition Temperature: 410°F (210' C) Viscosity: 8 CST Flammability Limits in Air: (% By Vol.) Lower: 0.7 % Solubility in Water: Negligible Flammability Limits in Air: (% By Vol.) Upper: 5 Octanol/Water Partition Coefficient: ND Vendor Services Agreement Page 27 of 38 City Secretary Contract No. PROPERTIES ASTM SPECS NOTES COMPOSITION ACIDITY, TOTAL MG KOH/G MAX D1655 0.1 AROMATICS, VOL % MAX D1655 25 MERCAPAN SULFER, WT.% MAX D1655 0.003 SULFER, TOTAL WT.% MAX D1655 0.3 DOCTOR TEST (N=NEGATIVE) N PROPERTIES ASTM SPECS NOTES DISTILLATION 10% RECOVERED F 400°F (204.4°C) 20% RECOVERED F 50% RECOVERED F REPORT 90% RECOVERED F REPORT FINAL B.P. POINT F MAX D1655 572°F (300°C) DISTILLATION RESIDUE, VOL% MAX 1.5 DISTILLATION LOSS, VOL% MAX 1.5 FLASH POINT, F D1655 100°F (37.8°C) GRAVITY, API@ 60°F MAX D1655 37-51 RELATIVE DENSITY (@15.5°) 0.7753-0.8398 FREEZING POINT, C MAX D1655 -40°F (-40°C) VISCOSITY, -4° F CST MAX D1655 8 NET HEAT OF COMUSTION, BTU/LB. MIN D1655 18,400(42.8 MJ/KG) COMBUSTION PROPERTIES ONE OF THE FOLLOWING REQUIREMENTS MUST BE MET: 1. LUMINOMTER NO., OR MIN D1655 45 2. SMOKE POINT, OR MIN D1655 25 3. SMOKE POINT, AND MIN D1655 18 NAPHTNALENES VOL% MAX 3.0 Vendor Services Agreement Page 28 of 38 City Secretary Contract No. CORRSION, COPPER STRIP, 2 HRS. @ 212° F MAX D1655 NO.1 THERMAL STABILITY A. JFTOT DELTA P MAXIMUM (MM HG) MAX D1655 25 B. JFTOT MAXIMUM TUBE COLOR CODE MAX D1655 <3 PROPERTIES ASTM SPECS CONTAMINANTS COKER TUBE COLOR CODE D1655 EXISTENT GUM MAXIMUM (MG/I00ML) MAX D1655 PARTICULATE MAXIMUM (MG/I) MAX D1655 WATER REACTION SEPARATION MAX D1655 MAXIMUM WATER RECATION INTERFACE MAXIMUM MAX D1655 NOTES 3 7 2 LB. WSIM MINIMUM D1655 85 (Clear, No Additives) NOTES: Minimum 104°F temperature applies at the origin location, minimum of 100°F will apply at destination. 11.1 Fuel over 20 volume % and not exceeding 25 volume % of aromatics is permitted provided the Vendor notifies the purchaser of the volume, destination, and aromatic content at date of such shipment. 11.2 ASTM Method D56 is the preferred method. In case of dispute, ASTM method D56 will apply. 11.3 Use for Jet -A the value calculated from table 8 on EOS 5 and 8 in ASTM method D1405. Test ASTM method D2382 may be used as an alternative. In case of dispute ASTM method D2382 must be used. 11.4 Thermal stability test will be conducted for 2.5 hours at a control temperature of 250°C but if the requirements of the above specification are not meet met, the test may be conducted for 2.5 hours at a controlled temperature of 245°C results of both test temperature will be reported by the visual, method: A rating by the tube deposit rating (TDR) optical density is desirable, but not mandatory. 11.5 No additives other than ANTI -OXIDANTS AND METAL DEACTIVATORS as set forth in ASTM D1655. Vendor Services Agreement Page 29 of 38 City Secretary Contract No. 11.6 Products will be clear and bright and free of suspended water sediment. 11.7 Products will meet military Jet Specifications as specified in ASTM. 11.8 SPECIAL NOTES: 11.8.1 The above specifications may vary slightly depending on the Vendor and manufacturer of Jet -A Aviation fuel. Any variance from the above specifications must be approved by the City. Proposers must submit the specifications on the variance along with the MSDS sheets to the City for review and approval. Required fuel must meet the latest revision of Jet - A fuel ASTM D1655. 12.0 LEGISLATION INFORMATION 12.1 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 (E85 and E10), Reformulated Gasoline, Oxygenated Gasoline, Diesel, Renewable Diesel, Red Dyed Diesel, Diesel #1, #2, and/or Biodiesel fuel, Aviation Gasoline (Jet -A), Kerosene -Type Jet Fuel, and Diesel Exhaust Fluid could be modified that the providing Vendor will deliver product that complies with the modified legislation. 12.2 Fuel additive packages, fuel conditioners, stabilizers and/or hi -flash hi-flo anti - icing aviation fuel additive purchased through this contract must be approved and comply with the most recent modified legislation for the state or region receiving the product mentioned herein. 13.0 ORDER PLACEMENT 13.1 The City of Fort Worth Property Management Department- Fuel Services Division will be the contact for all City of Fort Worth fuel purchases. 13.2 Orders will be placed by email, requesting specific delivery dates and sites. A purchase order will be issued at that time. 14.0 DELIVERY 14.1 Deliveries will be made to the various sites Monday through Friday, according to the hours of operation for that site unless an emergency situation should develop. Emergency contact after 5:00 PM will be provided to the successful Vendor(s). 14.2 The bill of lading from the terminal or metered delivery ticket for the bobtails will be provided by the vendor at the time of delivery. 14.3 Title and risk of loss of fuel will not pass to buyer until buyer actually receives the Vendor Services Agreement Page 30 of 38 City Secretary Contract No. bill of lading from the terminal and takes possession of fuel at the point of delivery. 14.4 Title and risk of loss of Jet -A Aviation Fuel will not pass to the buyer until buyer actually receives the bill of lading from the terminal and take possession of Jet- A Aviation Fuel at the point of delivery. 14.5 Deliveries of fuel under this contract are subject to testing, to ensure compliance with specifications. All tests will be made as per method by the American Society of Testing Materials, unless otherwise specified. When the test analysis shows fuel meeting specification, the City will pay for said test. When test analysis shows fuel does not meet specification, contractor will pay for said test. In addition, contractor agrees to be liable for all charges necessary to satisfactorily bring contaminated tanks within limits, pump out fuel and replace as necessary. 14.6 Deliveries of Jet -A Aviation Fuel under this agreement are subject to test to insure compliance with these specifications. All tests will be made as per method used by the American Society of Testing Materials unless otherwise specified. Vendor will pay for analysis test. In addition, the Vendor agrees to be liable for any charges necessary to bring contaminated tanks within limits, pump fuel out and replace as necessary. 15.0 DELIVERY LOCATIONS 15.1 The following table includes the primary delivery locations throughout the City of Fort Worth. # Site Address Tank Fuel # Of Tank Size Type Type Tanks (Gallons) 1 James Avenue 5021 James Avenue UST UNL 2 20,000 Service Center Fort Worth, Texas 76115 DSL 3 20,000 2 Brennan Street 2500 Brennan Ave. AST UNL 2 250 Service Center Fort Worth, Texas 76106 DSL 1 2,000 3 Water Service 2201 W. Daggett St. AST DSL 1 10,000 Center Fort Worth, Texas 76104 1 12000 4 Southside Service 4100 Columbus Tr. UST UNL 1 10,000 Center Fort Worth, Texas 76133 DSL 2 10,000 Southeast Service 5000 Martin Luther King Fwy. UNL 1 12,000 5 Center Fort Worth, Texas 76119 AST DSL 1 12,000 North Service 317 Hillshire Drive UST UNL 2 20,000 6 Center Fort Worth, Texas 76052 UST DSL 2 20,000 AST DEF 1 550 Vendor Services Agreement Page 31 of 38 City Secretary Contract No. 7 Police Heliport 1310 Gulfstream Rd. I AST I Jet A I 1 I 12,000 Fort Worth, TX 76106 46.0 ADDITIONAL DELIVERY SITES 16.1 ALL ADDITIONAL DELIVERY SITES HAVE (250, 500, 550, 1000, AND 2000) GALLON TANKS. 16.2 During regular operations, the inventory delivered to the James Avenue Service Center and North Service Center is transferred to additional locations. Only in case of an emergency will the City of Fort Worth request delivery to additional site locations listed in Section 16.4. Unless specifically requested by the Property Management Fleet Fuel Manager, or their designee, delivery to the additional locations will not be allowed. The City will not be responsible for payment for unauthorized deliveries. 16.3 The City of Fort Worth reserves the right to add and/or delete delivery sites during the course of this agreement. 16.4 Additional Site Locations are as follows: # Site Address 1 Meacham Airport 201 American Concourse Fort Worth, TX 76106 2 Meadowbrook 1815 Jenson Rd. Golf Course Fort Worth, TX 76112 Sycamore Creek 401 Martin Luther King Jr 3 Golf Course Fwy' Fort Worth, TX 76104 4 Pecan Valley Golf 6400 Pecan Valley Dr. Course Fort Worth, TX 76132 5 Rockwood Park 1851 Jacksboro Hwy. Golf Course Fort Worth, TX 76114 Park and Recreation 1700 Brennan Ave. 6 Department North Fort Worth, TX 76106 District Service Center Park and 7 Recreation 2300 Avenue H Department East Fort Worth, TX 76105 District Center Tank Type AST AST Fuel # Of Tank Size Type Tanks (Gallons) DSL 1 375 UNL 1 500 DSL 1 500 AST UNL 1 600 UNL 1 500 AST DSL 1 500 UNL 1 500 AST DSL 1 500 AST DSL 1 2,000 AST DSL 1 2,000 Vendor Services Agreement Page 32 of 38 City Secretary Contract No. Village Creek 4500 Wilma Ln. AST UNL 1 3,000 8 Waste Water Arlington, TX 76012 AST DSL 1 3,000 Treatment Plant 9 Fire Station #01 120 N. Pecan Street AST DSL 1 500 Fort Worth TX, 76102 10 Fire Station #02 1000 Cherry St. AST DSL 1 2,000 Fort Worth, TX 76102 11 Fire Station #03 4700 Ramey Ave., AST DSL 1 500 Fort Worth, TX 76105 12 Fire Station #04 2954 Old Mansfield Rd. AST DSL 1 500 Fort Worth, TX 76119 13 Fire Station #05 850 Irma Street AST DSL 1 1,000 Fort Worth, TX 76104 14 Fire Station #07 925 Morrison Dr. AST UNL 1 500 Fort Worth, TX 76120 DSL 1 500 15 Fire Station #08 1101 12th Ave. AST DSL 1 1,000 Fort Worth, TX 76104 16 Fire Station #09 2575 Polaris Dr. AST DSL 1 500 Fort Worth, TX 76137 17 Fire Station #11 1900 Texan Dr. AST DSL 1 1,000 Justin, TX 76247 18 Fire Station #12 120 N.W. 22nd Street AST UNL 1 500 Fort Worth, TX 76164 AST DSL 1 500 19 Fire Station #13 5333 Lea Crest Ln. AST DSL 1 500 Fort Worth, TX 76135 20 Fire Station #14 2737 Meadowbrook Dr. AST UNL 1 550 Fort Worth, TX 76103 DSL 1 500 21 Fire Station #15 3100 Azle Ave. AST DSL 1 500 Fort Worth, TX 76106 22 Fire Station #16 5933 Geddes Ave. AST DSL 1 500 Fort Worth, TX 76107 23 Fire Station #17 5151 Hemphill Street AST DSL 1 1,000 Fort Worth, TX 76115 24 Fire Station #19 2613 Carnation Ave. AST DSL 1 500 Fort Worth, TX 76111 25 Fire Station #20 901 Woodhaven Blvd. AST DSL 1 500 Fort Worth, TX 76112 26 Fire Station #21 3501 South Hills Ave. AST DSL 1 500 Fort Worth, TX 76109 27 Fire Station #22 4849 Wilbarger Street AST DSL 1 500 Fort Worth, TX 76119 28 Fire Station #23 3201 Portales Dr. AST DSL 1 500 Fort Worth, TX 76116 Vendor Services Agreement Page 33 of 38 City Secretary Contract No. 29 Fire Station #26 6124 S. Hulen Street AST DSL 1 500 Fort Worth, TX 76133 30 Fire Station #27 2940 Precinct Line Rd. AST DSL 1 1,000 Fort Worth, TX 76118 31 Fire Station #28 1300 Everman Parkway AST DSL 1 500 Fort Worth, TX 76140 32 Fire Station #29 6400 Westcreek Dr. AST DSL 1 500 Fort Worth, TX 76133 33 Fire Station #31 4209 Longstraw Dr. AST UNL 1 550 Fort Worth, TX 76137 DSL l 550 34 Fire Station #32 10201 White Settlement Rd. AST DSL 1 550 Fort Worth, TX 76108 35 Fire Station #33 14650 Statler Blvd. AST DSL 1 1,000 Fort Worth, TX 76155 36 Fire Station #34 14101 Sendera Ranch Blvd. AST DSL 1 1,000 Haslet, TX 76052 37 Fire Station #35 2201 Flight Line Rd. AST UNL 1 1 000 Fort Worth, TX 76177 DSL 1 38 Fire Station #36 5045 Columbus Trail AST DSL 1 500 Fort Worth, TX 76123 39 Fire Station #37 4721 Ray White Rd. AST DSL 1 500 Keller, TX 76244 40 Fire Station #38 13280 Park Vista Blvd. AST DSL l 1,000 Keller, TX 76248 41 Fire Station #39 7655 Oakmont Blvd. AST DSL 1 500 Fort Worth, TX 76132 42 Fire Station #41 11400 Willow Springs Rd. AST DSL 1 1,000 Haslet, TX 76052 43 Fire Station #42 450 E Rendon Crowley Rd. AST DSL 1 1,000 Burleson, TX 76028 44 Fire Station #43 2200 Walsh Ranch Parkway AST DSL 1 1,000 Aledo, TX 76008 45 Fire Station #45 1901 Quail Grove Dr. AST DSL 1 1,000 Fort Worth, TX 76177 Will Rogers 3401 W Lancaster Ave. UNL 1 500 46 Memorial Center Fort Worth, TX 76107 AST DSL 1 500 17.0 DELIVERY/FREIGHT CHARGES 17.1 Fuel delivery charges are to be determined separately and apart from the Market Differential included in Exhibit B, Payment Schedule (i.e., the Market Differential must not include cost estimates for delivery). Vendor Services Agreement Page 34 of 38 City Secretary Contract No. 17.2 Delivery charges will be a direct cost pass -through to the City. No mark-up or profit will be added to actual freight / delivery cost. When determining delivery charges specific to each City location, Vendor must identify additional charges, if any, for split deliveries at different locations or for loads smaller than tank loads. 17.3 Delivery is expressed in number of calendar days required to make delivery after receipt of a purchase order. Delivery will be made in accordance with instructions by the Property Management Department Fuel Manager and petroleum bulk storage regulations. 17.4 Vendor's delivery trucks MUST BE EQUIPPED WITH CALIBRATED METERS to accurately measure quantities delivered. Vendor will adjust for volume changes by temperature variations using API Gravity correction. All trucks used for delivery must have the ability to measure fuel delivered and correctly record the volume delivered to 60 degrees Fahrenheit for billing purposes. The Vendor will use 60 degrees Fahrenheit as the normal temperature reading. All deliveries must be accompanied by a Delivery Ticket showing Brand or Grade and gross gallons, temperature and adjusted gallons delivered. The City may examine, upon request, a copy of the metered ticket showing gallons loaded into the vehicle making delivery. 17.5 For bobtail deliveries, Vendors are required to measure fuel available in the tank before and after the delivery using stick readings and verifying meter product. 17.6 The Vendor will warrant the time for normal deliveries to be within twenty-four (24) hours and no later than forty-eight (48) hours in non- emergency situations from receipt of order. Normal deliveries are considered to be Monday through Friday according to the hours of operation for each site. 17.7 Unleaded and Diesel deliveries on Saturday or Sunday will be priced using the OPIS contract net low for the Saturday (available from OPIS if Vendor does not currently receive Saturday prices) of the weekend during which the delivery occurred. 17.8 Each agency that utilizes this agreement will be responsible for having the proper fuel fill and transfer vapor recovery system(s) operating on their storage tanks in accordance with their state and local regulations. The transfers include delivery tank to storage tank (Stage I) and storage tank to vehicle tank (Stage II) systems. Vendors have the responsibility of reporting faulty equipment to the end users and the appropriate regulatory agencies. 17.9 Truck pumps are required for fuel delivery to above ground storage tanks. 17.10 Each agency that utilizes this agreement may request "automatic replenishment" or for the Vendor to top -off tanks for testing purposes. The Vendor will comply Vendor Services Agreement Page 35 of 38 City Secretary Contract No. with these requests at its option and will notify the agency accordingly. Vendor must have the ability upon request from the agency, to be able to remotely monitor the agency's fuel monitoring system and send a fuel truck when a full load is required. The monitoring equipment will be provided by the agency requesting automatic replenishment. 17.11 The Vendor will provide fuel content labels/signs for each pumping station. These labels will satisfy the requirements the state and local regulations of each agency who utilizes this agreement. An environmental awareness decal/label will be provided and displayed on each affected pump. 17.12 It is anticipated that the majority of purchases under this contract will be on a "delivered" basis, but some agencies have appropriate vehicles and the desire to pick up fuel. In the event of an agency ordering fuel to be picked up in their own vehicle, no additional freight or delivery charges will be allowed under this contract (i.e., Benchmark Index plus Market Differential only). 17.13 The unit costs for the types of freight included in Exhibit B, Payment Schedule are for the Dallas Metro, Texas Rack Market. Freight prices may vary for other regions/ states. 17.14 Freight terms will be FOB Origin — Title and risk of loss of fuel will pass to the agency at the point the agency actually receives and takes possession of fuel when loaded in the agency's vehicle at the terminal or FOB Destination - Title and risk of loss of fuel will not pass to the agency until the agency actually receives and takes possession of fuel at point of delivery. Delivery charges to be a direct cost pass -through to the City and added as a separate line item on the invoice. Delivery charges are to be pre -determined between the City and the Vendor prior to delivery. 18.0 INVOICES 18.1 The billing address for all invoices will be 100 Fort Worth Trail Fort Worth, TX 76102. All invoices should reference, at a minimum, bill of lading from the terminal, City of Fort Worth Purchase Order number, specific delivery dates, delivery times, and delivery location. 18.2 Invoices must clearly indicate the Benchmark Index per the terms of this contract 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 contract. The 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 a separate line item on the invoice to derive the Vendor Services Agreement Page 36 of 38 City Secretary Contract No. total cost to the City. If confirmation of pricing by City finds any discrepancy with the terms of this contract, Vendor will make correction before payment of invoice or refund any overpayment for incorrect invoices already paid without any penalty assessed upon the City. 18.3 A copy of the bill of lading from the terminal or a metered delivery ticket for bobtails will be required at the time of delivery and will be attached to the invoice. 18.4 Invoice pricing will include contract price and applicable taxes as a separate item. The only tax to be invoiced to City of Fort Worth is state tax and state loading tax, no other taxes will be charged. 18.5 Invoices must clearly indicate the Daily Net Rack Average for E85, Reformulated Gasoline (Premium, Midgrade, Regular), Red Dyed Diesel, Diesel #1, #2, Renewable Diesel and/or Biodiesel in Dallas Metro Texas, OPIS NET sent at 10:00 AM EST" for date of delivery" as a separate line item on invoice or separate page with invoice. For Jet -A invoices, the Benchmark Pricing used for the date of delivery, must be provided as a separate line item on invoice or separate page with invoice. If confirmation of pricing finds any discrepancy including list or average pricing used, Vendor will make correction before payment of invoice or refund any overpayment for incorrect invoices already paid without any penalty assessed upon the City. Upon finding any frequent/recurring discrepancies, Vendor may be required to cover cost of OPIS license requirements to obtain copyrighted materials for the City. 19.0 REPORTING 19.1 Vendors will be required to maintain data and provide documentation and/or reports of all petroleum products and gallons purchased by the City. Vendors will be able to supply reports by delivery date, fuel type, amount delivered, costs, tank location and invoice number for the City upon request. Vendor Services Agreement Page 37 of 38 City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE See next page. Vendor Services Agreement Page 38 of 38 Exhibit B, Payment Schedule RFP 25-0001 Motor and Aviation Fuel Services - Additional Items/Services Success: All values provided Bid #1-3 Pump off Fee Success: All values provided Bid #1-4 Split load Fee Success: All values provided Bid #1-5 Transport Freight Success: All values provided Bid #1-6 Short Transport Freight Success: All values provided Bid #1-7 Tank Wagon Freight Success: All values provided Bid #1-8 Bobtail Freight Success: All values provided Bid #1-9 Delay Time (15 minutes increment) 1 Each Pump fee for above Dollars $ 0 00 $ 0.00 ground tank When one site receives 1 Each gasoline and diesel Dollars $ 75.00 $ 75.00 delivered on the same truck on the same day. 1 Per gallon Transport Freight Rate Cents Per Gallon $ 0.05 $ 0.05 1 Per gallon Short Trannssport Freight Cents Per Gallon $ 0.05 $ 0.05 te 1 Per gallon Tank Wagon Freight Rate Cents Per Gallon $ 0.25 $ 0.25 1 Per gallon Bobtail Freight Rate Cents Per Gallon $ 0.25 $ 0.25 Demurrage -This amount is charged if time to load or unload exceeds 1 hour 1 Hourly each. $80.00/hour, will be Dollars $ 80.00 $ 80.00 charged in 15 minute increments (i.a. $20 per 15-minute increments) RFP 25-0001 Motor and Aviation Fuel & Related Services - Attachment B - Rack Market Differential Pricing spreadsheet Market Differential Price Proposal, Excluding Transportation Costs Offerors must submit their pricing proposal using the spreadsheet provided by the City of Fort Worth, with no changes to the spreadsheet formatting. All four digits to the right of the decimal point must be completed by the offeror. If one or more of the four digits called for are omitted by the offeror, the City of Fort Worth will assume the value of the omitted digit(s) to be zero. Offerors should place an "X" in any cell that they are not proposing to offer. OPIS Rack Market: I Dallas Proper Reformulated Gasoline Reformulated Reaular Unleaded Transport Load (-) $0. 0 0 0 5 or (+) $0. x x x x Short Transport Load (-) $0. x x x x or (+) $0. 8 9 9 9 Tank Wagon Load (-) $0. x x x x or (+) $0. 8 9 9 9 Bobtail Load (-) $0. x x x x or (+) $0. 8 9 9 9 Split Loads (-) $0. x x x x or (+) $0. 8 9 9 9 Reformulated Midarade Unleaded Transport Load (-) $0. 0 0 0 5 or (+) $0. x x x x Short Transport Load (-) $0. x x x x or (+) $0. 8 9 9 9 Tank Wagon Load (-) $0. x x x x or (+) $0. 8 9 9 9 Bobtail Load (-) $0. x x x x or (+) $0. 8 9 9 9 Split Loads (-) $0. x x x x or (+) $0. 8 9 9 9 Reformulated Premium Unleaded Transport Load (-) $0. 0 0 0 5 or (+) $0. x x x x Short Transport Load (-) $0. x x x x or (+) $0. 8 9 9 9 Tank Wagon Load (-) $0. x x x x or (+) $0. 8 9 9 9 Bobtail Load (-) $0. x x x x or (+) $0. 8 9 9 9 Split Loads (-) $0. x x x x or (+) $0. 8 9 9 9 Conventional Gasoline Conventional Reaular Unleaded Transport Load (-) $0. 0 0 0 5 or (+) $0. x x x x Short Transport Load (-) $0. x x x x or (+) $0. 8 9 9 9 Tank Wagon Load (-) $0. x x x x or (+) $0. 8 9 9 9 Bobtail Load (-) $0. x x x x or (+) $0. 8 9 9 9 Split Loads (-) $0. x x x x or (+) $0. 8 9 9 9 Conventional Midarade Unleaded Transport Load (-) $0. 0 0 0 5 or (+) $0. x x x x Short Transport Load (-) $0. x x x x or (+) $0. 8 9 9 9 Tank Wagon Load (-) $0. x x x x or (+) $0. 8 9 9 9 Bobtail Load (-) $0. x x x x or (+) $0. 8 9 9 9 Split Loads (-) $0. x x x x or (+) $0. 8 9 9 9 Conventional Premium Unleaded Transport Load (-) $0. 0 0 0 5 or (+) $0. x x x x Short Transport Load (-) $0. x x x x or (+) $0. 8 9 9 9 Tank Wagon Load (-) $0. x x x x or (+) $0. 8 9 9 9 Bobtail Load (-) $0. x x x x or (+) $0. 8 9 9 9 Split Loads (-) $0. x x x x or (+) $0. 8 9 9 9 Ethanol Blended Gasoline E10 f 10 % ethanol and 90 % aasolinel Unleaded Transport Load (-) $0. 0 0 0 5 or (+) $0. x x x x Short Transport Load (-) $0. x x x x or (+) $0. 8 9 9 9 Tank Wagon Load (-) $0. x x x x or (+) $0. 8 9 9 9 Bobtail Load (-) $0. x x x x or (+) $0. 8 9 9 9 Split Loads (-) $0. x x x x or (+) $0. 8 9 9 9 E85 f85 % ethanol and 15 % aasolinel Transport Load (-) $0. 0 0 0 5 or (+) x x x $0. x Short Transport Load (-) $0. x x x x I or (+) $0. 8 9 9 9 Dallas/Aledo I I Dallas/Ft. Worth I (-) $0. 0 0 0 5 or (+) $0. x x x x (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x x x x (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x x x x (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x x x x (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x x x x (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x x x x (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x xxx (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x x x x (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 8 0 7 or (+) $0. x x z xx (-) $0. 0 8 0 7 or (+) $0. x x x x (-) $0. 0 8 0 7 or (+) $0. x x x x (-) $0. 0 8 0 7 or (+) $0. x x x x (-) $0. 0 8 0 7 or (+) $0. x x x x (-) $0. 0 0 0 5 or (+) $0. x x z x_ (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x x z x_ (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x x x x_ (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x x z x_ (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x x x x_ (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 8 0 7 or (+) $0. x x z x (-) $0. 0 8 0 7 or (+) $0. x x x x (-) $0. 0 8 0 7 or (+) $0. x x x x (-) $0. 0 8 0 7 or (+) $0. x x x x (-) $0. 0 8 0 7 or (+) $0. x x x x (-) $0. 0 0 0 5 or (+) x $0. x x x_ (-) $0. x x x x or (+) $0. 8 9 9 9 Page 1 of 3 Market Differential Price Proposal, Excluding Transportation Costs Offerors must submit their pricing proposal using the spreadsheet provided by the City of Fort Worth, with no changes to the spreadsheet formatting. All four digits to the right of the decimal point must be completed by the offeror. If one or more of the four digits called for are omitted by the offeror, the City of Fort Worth will assume the value of the omitted digit(s) to be zero. Offerors should place an "X" in any cell that they are not proposing to offer. OPIS Rack Market: Dallas Proper Tank Wagon Load (-) $0. x x x x or (+) $0. 8 9 9 9 Bobtail Load (-) $0. x x x x or (+) $0. 8 9 9 9 Split Loads 0$0. x x x x or (+) $0. 8 9 9 9 Finished Aviation Gasoline Transport Load (-) $0. x x x x or (+) $0. x x x x Short Transport Load (-) $0. x x x x or (+) $0. x x x x Tank Wagon Load (-) $0. x x x x or (+) $0. x x x x Bobtail Load (-) $0. x x x x or (+) $0. x x x x Split Loads (-) $0. x x x x or (+) $0. x x x x Kerosene -Type Jet Fuel JP-5 Transport Load (-) $0. x x x x or (+) $0. x x x x Short Transport Load (-) $0. x x x x or (+) $0. x x x x Tank Wagon Load (-) $0. x x x x or (+) $0. x x x x Bobtail Load (-) $0. x x x x or (+) $0. x x x x Split Loads (-) $0. x x x x or (+) $0. x x x x J P-8 Transport Load (-) $0. x x x x or (+) $0. x x x x Short Transport Load (-) $0. x x x x or (+) $0. x x x x Tank Wagon Load (-) $0. x x x x or (+) $0. x x x x Bobtail Load (-) $0. x x x x or (+) $0. x x x x Split Loads (-) $0. x x x x or (+) $0. x x x x Jet -A Aviation Turbine Fuel Transport Load (-) $0. x x x x or (+) $0. x x x x Short Transport Load (-) $0. x x x x or (+) $0. x x x x Tank Wagon Load (-) $0. x x x x or (+) $0. x x x x Bobtail Load (-) $0. x x x x or (+) $0. x x x x Split Loads (-) $0. x x x x or (+) $0. x x x x Diesel Fuel Diesel Exhaust Fluid (DEF) Cost $6.50 Small Gallon Container (-) $0. x x x x or (+) $0.ffd Cost$S.SOI55 Gallon Container (-) $0.x x x x or (+) $0.Cost $4.25Bulk Gallon Containment (-) $0. x x x x or (+) $0. Ultra Low Sulfur Diesel N5 Dom and under Sulfur) Transport Load (-) $0. 0 0 0 5 or (+) $0. x x x x Short Transport Load (-) $0. x x x x or (+) $0. 8 9 9 9 Tank Wagon Load (-) $0. x x x x or (+) $0. 8 9 9 9 Bobtail Load (-) $0. x x x x or (+) $0. 8 9 9 9 Split Loads (-) $0. x x x x or (+) $0. 8 9 9 9 Low Sulfur Diesel (Greater than 15 to 500 Dom Sulfur) Transport Load (-) $0. 0 0 0 5 or (+) $0. x x x x Short Transport Load (-) $0. x x x x or (+) $0. 8 9 9 9 Tank Wagon Load (-) $0. x x x x or (+) $0. 8 9 9 9 Bobtail Load (-) $0. x x x x or (+) $0. 8 9 9 9 Split Loads (-) $0. x x x x or (+) $0. 8 9 9 9 Hiah Sulfur Non-Hiahwav Diesel (Greater than 500 Dom Sulfur) Transport Load (-) $0. 0 0 0 5 or (+) $0. x x x x Short Transport Load (-) $0. x x x x or (+) $0. 8 9 9 9 Tank Wagon Load (-) $0. x x x x or (+) $0. 8 9 9 9 Dallas/Aledo I (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $O. x x x x or (+) $0. x x x x (-) $0. Ix x x x I or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. 0 0 0 5 or (+) $0. x x x x (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x x x x (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x x x x (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 Dallas/Ft. Worth I (-) $0. x x x x or (+) $0. r779 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x I or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x xxx or (+) $0. 00 0666 (-) $0. x x x x or (+) $0. 0 0 6 6 (-) $0. x x x x or (+) $0. 0 0 6 6 (-) $0. x x x x or (+) $0. 0 0 6 6 (-) $0. x x x x or (+) $0. 0 0 6 6 (-) $0. x x x x or (+) $0 . x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x I or (+) $0. x x x x (-) $0. 00 5199 or (+) $0. x x z xx (-) $0. 0 5 1 9 or (+) $0. x x x x (-) $0. 0 5 1 9 or (+) $0. x x x x (-) $0. 0 5 1 9 or (+) $0. x x x x (-) $0. 0 5 1 9 or (+) $0. x x x x (-) $0. 0 5 1 9 or (+) $0. x x x x (-) $0. 0 5 1 9 or (+) $0. x x x x (-) $0. 0 5 1 9 or (+) $0. x x x x (-) $0. 0 5 1 9 or (+) $0. x x x x (-) $0. 0 5 1 9 or (+) $0. x x x x (-) $0. 0 0 0 5 or (+) $0. x x x x_ (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 Page 2 of 3 Market Differential Price Proposal, Excluding Transportation Costs Offerors must submit their pricing proposal using the spreadsheet provided by the City of Fort Worth, with no changes to the spreadsheet formatting. All four digits to the right of the decimal point must be completed by the offeror. If one or more of the four digits called for are omitted by the offeror, the City of Fort Worth will assume the value of the omitted digit(s) to be zero. Offerors should place an "X" in any cell that they are not proposing to offer. OPIS Rack Market: Dallas Proper Bobtail Load (-) so V 7 77 1 or (+) $0. 8 9 9 9 Split Loads (-) $0. x x x x or (+) $0. 8 9 9 9 Biodiesel Blends B2 (2 % biodiesel and 98 % oetroleum diesel) Transport Load (-) $0. aXX or (+) $0. x x x x Short Transport Load (-) $0. or (+) $0. 8 9 9 9 Tank Wagon Load (-) $0. or (+) $0. 8 9 9 9 Bobtail Load (-) $0. or (+) $0. 8 9 9 9 Split Loads (-) $0. or (+) $0. 8 9 9 9 B5 (5 % biodiesel and 95 % oetroleum diesel) Transport Load (-) $0. 0 0 0 5 or (+) $0. x xxx Short Transport Load (-) $0. x x x x or (+) $0. 8 9 9 9 Tank Wagon Load (-) $0. x x x x or (+) $0. 8 9 9 9 Bobtail Load (-) $0. x x x x or (+) $0. 8 9 9 9 Split Loads (-) $0. x x x x or (+) $0. 8 9 9 9 220 f20 % biodiesel and 80 % oetroleum diesel) Transport Load (-) $0. x xxx or (+) $0. x xxx Short Transport Load (-) $0. x x x x or (+) $0. x x x x Tank Wagon Load (-) $0. x x x x or (+) $0. x x x x Bobtail Load (-) $0. x x x x or (+) $0. x x x x Split Loads (-) $0. x x x x or (+) $0. x x x x Renewable Green Diesel R5 (5 % renewable diesel and 95 % Detrodiesel) Transport Load (-) $0. x x x x or (+) $0. x x x x Short Transport Load (-) $0. x x x x or (+) $0. x x x x Tank Wagon Load (-) $0. x x x x or (+) $0. x x x x Bobtail Load (-) $0. x x x x or (+) $0. x x x x Split Loads (-) $0. x x x x or (+) $0. x x x x R20 (20 % renewable diesel and 80 % Detrodiesel) Transport Load (-) $0. x x x x or (+) $0. x xx_ x Short Transport Load (-) $0. x x x x or (+) $0. x x x x Tank Wagon Load (-) $0. x x x x or (+) $0. x x x x Bobtail Load (-) $0. x x x x or (+) $0. x x x x Split Loads (-) $0. x x x x or (+) $0. x x x x R100000% renewable) Transport Load (-) $0. x xxx or (+) $0. x xxx Short Transport Load (-) $0. x x x x or (+) $0. x x x x Tank Wagon Load (-) $0. x x x x or (+) $0. x x x x Bobtail Load (-) $0. x x x x or (+) $0. x x x x Split Loads (-) $0. x x x x or (+) $0. x x x x Dallas/Aledo I (-) $0. F 777 x or (+) $0. 7 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x x x x (-) $o . x x x x or (+) $0, 8 9 9 9 (-) $0. Nxd or (+) $0. 8 9 99$0. or (+) $0.8 99 9$0. or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x x_ x x (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x Dallas/Ft. Worth (-) $0. x x x x or (+) $0. r79 9 9 (-) $0. x x x x I or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x x x x (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x x x x (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. 0 0 0 5 or (+) $0. x xx_ x (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. 8 9 9 9 (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x (-) $0. x x x x or (+) $0. x x x x Page 3 of 3 RFP 25-0001 Motor and Aviation Fuel & Related Services Attachment C - Administrative Fee Table Administrative Fee per Gallon for Bobtail/Wagon Loads Administrative Fee BobtaiVWagon Administrative Fee BobtaiVWagon Administrative Fee BobtaiVWagon Administrative Fee BobtaiVWagon Administrative Fee BobtaiVWagon I # Bite Address Load 500 gallons or less Load 501 to 1,000 gallans Load 1,001 to 1,500 gallons Load 1,5010 2,000 gallons Load 2,001 to 4,000 gallons $0.60 $0.50 $oA0 $0.30 11111 $0.10 American Concourse I Meacham Airport Foal Fort Worth, TX 76106 $0 60 $0 50 $0 40 $0 30 $0 10 2 SpSpit"Avport 450 y Court Fort Worth, TX 76028 W.dh $0.60 $0.50 $0.40 $0.30 $0.10 3 Meadowbrook Golf Course IS IS lemon Rd. Fort Worth, TX 76112 $060 $050 $040 $030 $0 10 401 Martm Luther Icing 1, 4 Sycamore Creek Golf Course Fwy, Fort Worth, TX 76104 $0.60 $0.50 $0,40 $0.30 $0.10 5 Pecan Valley Golf Course6400 Pecan Valley F- Fort WoM, TX 76132132 $060 $050 $040 $030 $0 10 b Hwy 6 RockwoodPark Goff Course ,R, Fort Worth, TX 76114 F,,dW Park a al Recreafiou $0.60 $0.50 $0,40 $0.30 $0.10 7 Department North Distnc[ 1700 BremiaAve. Service Cemer Fort Worth, TX 76106 $060 $050 $040 $030 $010 Park and Recreatmn 2300 Avt- H 8 Departmem East Dismct Fort Worth, TX 76105 Center $0.60 $0.50 $0.40 $0.30 $0.10 9 Village Creek Waste Water 4500 Wih� L. Treatment Plant Arlingtoq TX 76012 $0 60 $050 $040 $030 $0 10 S 10 F've Station #01 120Pec N an treet Fort Worth TX, 76102 $0.60 $0.50 $oA0 $0.30 $0.10 11 Eve S.-#02 1000 h, St. Fort Woo rtth, TX 76102 $060 $050 $040 $030 $010 12 Fve Station #03 4700 Ramey Ave, Fort Worth, TX 76105 $0.60 $0.50 $0,40 $0.30 $0.10 13 Fve Sm[ion #04 29 dMansfield F- Wo Fort M, TX 7611919 $060 $050 $040 $030 $010 14 Fire Station ilOS 850 Street Fort Worth, TX 76104 W., $0.60 $0.50 $0.40 $0.30 $0.10 IS Fve S.- i706 205 T 7 Fort oM, TX 76107 WoUidth, $060 $050 $040 $036 $010 16 Fve Station #0] 925 Dr Fort Worth, TX 76120 Wath, $0.60 $0.50 $0.40 $0.30 $0.10 17 Fve S.-#08 1101 12th Ave. Fort Worth, TX 76104 $0.66 $0.56 $0.46 $0.36 $0.1B 18 Fve Station #09 25 Polans Dr Fad Fort Worth, TX 76137 $0.60 $0.50 $0.40 $0.30 $0.10 19 Fve Station k10 3209 Hemphill Fort Worth, TX ?6l 10 $0.66 $0.56 $0.46 $0.36 $a11 20 F. Station #11 1aati, T 762 Justin, TX 76247 $0.60 $0.50 $0.40 $0.30 $0.10 2l Fve Stahonkl2 120 W-b, XStreet Fort Worth, TX 76164 $0.66 $0.56 $0.46 $0.36 $o.1B 22 Pve Station #13 5333 Lea Crest Fort Worth, TX 76 76135 $0.60 $0.50 $0.40 $0.30 $0.10 23 Fve Stahonkl4 2-1dowbro61 Fort Worth, TX 703 3 $0.60 $0.50 $0.40 $0.30 $0.10 24 Fve Station#15 31 Azle Ave. Fad Fort Worth, TX 76106 $0.60 $0.50 $040 $0.30 $0.10 Geddes Ave. 25 Fve Stahonkl6 Foal Fort Worth, TX 76107 $060 $050 $040 $030 $0 10 26 Fit. Station #17 5151 Hemphill Street rt Worth, TX 76115 $0.60 $0.50 $0,40 $0.30 $0.10 27 Eve S[a[ion#19 2613 TX Ave. o th, Fort Worth, TX 76111 $060 $050 $040 $030 $010 28 F've Station#20 901 Woodhaven Blvd Fort Worth, TX 76112 Administrative Fee per Gallon for Bobtail/Wagon Loads Administrative Fee BnbtaiFWagon Administrative Fee BnbtailTW.gon Administrative Fee BabtaiFWagon Administrative Fee BabtaiFWagon Administrative Fee BnbtaiFWagon # Site Address Load 500 gallons or Iws Load 501 to 1,000 gallons Load 1,001 to 1,500 gallons Load 1,501 to 2,000 gallons Load 2,001 to 4,000 gall- � $060 $050 $040 $030 29 Fite Station #21 3501 South Hdls Ave. Foal Worth, TX 76109 $0.60 $0.50 $0,40 $0.30 30 Fbe Station#22 4849 Wilbarger Street Port Worth, TX 76119 $060 $050 $040 $030 31 Fbe Station #23 3201 Portales Dr. Fort Worth, TX 76116 $0.60 $0.50 $0,40 $0.30 32 Fbe Station #24 3101 Forest Ave. Fort Worth, TX 76112 $060 $050 $040 $030 33 Fbe Station#25 3801N Mae Street Fort Worth, TX 76106 $0.60 $0.50 $0,40 $0.30 34 Fae Station #26 6124 S. Hulen Street Fort Worth, TX 76133 $060 $050 $040 $030 35 Fire Station #27 2940 P-oat Lee Rd Fort Worth, TX 76118 $0.60 $0.50 $0,40 $0.30 36 Frre State.#28 1300 Ewrean Parkway Fort Worth, TX 76140 $060 $050 $040 $036 37 Fbe Station #29 6400 Westaeek Dr Fort Worth, TX 76133 $0.60 $0.50 $0.40 $0.30 38 Fve Staton#30 4416 Southwest Blvd. Fort Worth, TX 76116 $0.66 $0.56 $0.46 $0.36 39 Fbe Station#31 4209 Loagstmw Dr Fort Worth, TX 76137 $0.60 $0.50 $0.40 $0.30 40 Fve Staton#32 10201 While Settlemera Rd Fort Worth, TX 76108 $060 $050 $040 $030 41 Fbe Station #33 14650 Statler Blvd Foal Woalh, TX 76155 $0.60 $0.50 $0,40 $0.30 42 Fire Station #34 14101 Sead.. Ranch Blvd Haslet, TX 76052 $060 $050 $040 $030 43 Fire Station #35 2201 Fhght Lee Rd Fort Worth, TX 76177 $0.60 $0.50 $0,40 $0.30 44 F,. Station #36 5045 Cole ea. Trail Fort Worth, TX 76123 $060 $050 $040 $030 45 Fire Station #37 4721 Ray White Rd Keller, TX 76244 $0.60 $0.50 $0,40 $0.30 46 Fve Staten #38 13280 Park Vista Blvd. Keller, TX 76248 $060 $050 $040 $030 47 Fie Station #39 7655 Oak . Blvd Fort Worth, TX 76132 $0.60 $0.50 $0,40 $0,30 48 Fve Staten #40 8510 Spring Street Fort Worth, TX 76179 $0.66 $0.56 $0,46 $0.36 49 Fire Station #41 11400 11.w Spregs Rd. Haslet, TW X 76052 $0.60 $0.50 $0,40 $0.30 50 Fve Statea#42 450 E Radon Crowley Rd. Buda, TX 76028 $0.66 $0.56 $0.46 $0.36 51 Pbe Station M3 13300 Hrghhed Hilk; Dr. Fort Worth, TX 76008 $0.60 $0.50 $0,40 $0.30 52 Rre Stat-#44 4017 Falcon Way Weat, Fort Worth, TX 76106 $060 $050 $040 $030 53 Fie Station #45 1901 Quail Grove Dr Foal Worth, TX 76177 Police Heliport 310 Gulfstreae Rd $0.60 $0.50 $oA0 $0.30 54 Fort Worth, TX 76106 Will Rogers Memorial Ceeea 3401 WLanc.-Ave. $060 $050 $040 $030 55 Fort Worth, TX 76107 City of Fort Worth, Texas Mayor and Council Communication DATE: 01/28/25 M&C FILE NUMBER: M&C 25-0066 LOG NAME: 13P RFP 25-0001 MOTOR AND AVIATION FUEL & RELATED SRVCS MC PMD SUBJECT (ALL) Authorize Execution of Non -Exclusive Agreements with Pinnacle Petroleum, Inc., Mansfield Oil Company of Gainesville, Inc., TACenergy, LLC, Petroleum Traders Corporation, and Campbell Oil Company for a Five -Year Initial Term and One Two -Year Renewal, in a Combined Annual Amount Up to $15,000,000.00 for the First Year of the Initial Term, $17,250,000.00 for the Second Year of the Initial Term, $19,837,500.00 for the Third Year of the Initial Term, $22,813,125.00 for the Fourth Year of the Initial Term, $26,235,094.00 for the Fifth Year of the Initial Term, $30,170,358.00 for the First Year of the Renewal, and $34,695,911.00 for the Second Year of the Renewal, for Motor and Aviation Fuel and Related Services for All City Departments RECOMMENDATION: It is recommended that the City Council authorize execution of non-exclusive agreements with Pinnacle Petroleum, Inc., Mansfield Oil Company of Gainesville, Inc., TACenergy, LLC, Petroleum Traders Corporation, and Campbell Oil Company for a five-year initial term and one two- year renewal, in a combined annual amount up to $15,000,000.00 for the first year of the initial term, $17,250,000.00 for the second year of the initial term, $19,837,500.00 for the third year of the initial term, $22,813,125.00 for the fourth year of the initial term, $26,235,094.00 for the fifth year of the initial term, $30,170,358.00 for the first year of the renewal, and $34,695,911.00 for the second year of the renewal, for motor and aviation fuel and related services for all City Departments. FBH*9 "MrinL The Property Management Department approached the Purchasing Division to solicit a bid for Unleaded, Jet -A, Diesel fuels, and alternative fuels required in the Dallas -Fort Worth nonattainment area to supply and operate vehicles and equipment. Unleaded and diesel fuel will be used by various City departments. The Jet -A aviation fuel will be used by the Police Department. Purchasing issued Request for Proposal (RFP) No. 25- 0001 for Motor and Aviation Fuel & Related Services which consisted of detailed specifications of the City's standards and requirements. The RFP was advertised in the Fort Worth Star -Telegram on October 16, 2024, October 23, 2024, October 30, 2024, November 6, 2024, November 13, 2024, November 20, 2024, November 27, 2024 and December 4, 2024. The City received a total of twelve (12) responses: Senergy Petroleum LLC dba Arizona, Atlantic Petroleum & Mineral Resources, Inc. dba Atlantic Petroleum, Campbell Oil Company, Global Montello Group, Mansfield Oil Company of Gainesville, Inc., Offen Petroleum, LLC, Petroleum Traders Corporation, Pinnacle Petroleum, Inc., SB Fleet Lube, Sunoco, LLC, TACenergy, LLC, and Tartan Oil LLC. An evaluation panel, consisting of representatives from Code Compliance, Police, and Property Management departments evaluated and scored the submittals using Best Value criteria. The individual scores were averaged for each of the criteria, and the final scores are listed in the table below: Atlantic Petroleum & Mineral Resources, Inc. dba Atlantic Petroleum, was deemed non -responsive as it did not score at least 50% or more of the total available points for the technical criteria necessary for price evaluation, and was disqualified from the evaluation process. Once the technical evaluation was completed, Purchasing staff allocated points associated with pricing to each remaining vendor. Bidders Evaluation Criteria Rank a I b c d Total Score Pinnacle Petroleum, Inc. 20.50 19.50 16.00 29.51 85.51 1 Mansfield Oil Company of Gainesville, Inc. 19.00 �20.00 13.60 29.49 82.09 2 TACenergy, LLC 17.50 16.50 14.00 29.28 77.28 3 Petroleum Traders Corporation 17.50 17.00 11.60 30.00 76.10 4 Campbell Oil Company 15.50 16.00 14.80 28.86 75.16 5 Sunoco LLC 17.00 17.50 12.00 28.65 75.15 6 SB Fleet-Lube 16.50 15.50 11.20 29.00 72.20 7 Global Montello Group Corp. 17.00 14.50 9.60 29.82 70.92 8 Offen Petroleum, LLC 15.50 12.00113.20 29.77 70.47 9 Tartan Oil LLC 12.00 14.00 10.80 29.61 66.41 10 Senergy Petroleum LLC dba Arizona Atlantic Petroleum & Mineral Resources, Inc. dba Atlantic Petroleum 11.5014.0010.00 29.02 IVA bill Bidder did not meet 50% of technical points; therefore, was 11.00 11.20 deemed non- responsive and disqualified from the evaluation process The RFP document specified the use of the following Best Value Criteria: a. Proposer's Qualifications, Experience and References b. Method of Approach and Ability to meet the City's needs c. Additional Products, Quality, and Services d. Cost 64.52 11 After evaluation, the panel concluded that Pinnacle Petroleum, Inc., Mansfield Oil Company of Gainesville, Inc., TACenergy, LLC, Petroleum Traders Corporation, and Campbell Oil Company, presented the best value to the City. Therefore, the panel recommends that City Council authorize non-exclusive agreements with Pinnacle Petroleum, Inc., Mansfield Oil Company of Gainesville, Inc., TACenergy, LLC, Petroleum Traders Corporation, and Campbell Oil Company. No guarantee was made that a specific amount of these fuels would be purchased. Staff certifies that the recommended vendors' bids met specifications. FUNDING: The combined annual amount allowed under these non-exclusive agreements for the first year of the initial term would be $15,000,000.00; however, the actual amount used will be based on the need of the department and available budget. The Property Management Department is requesting a 15% annual increase to accommodate the acquisition of the Emergency Medical Services (EMS) fleet and the continuous growth of the City's fleet. Funding is budgeted in the Fuel Oil & Lubricants account within the participating departments' Operating Funds, as appropriated. BUSINESS EQUITY: This solicitation was reviewed by The Business Equity Division for available business equity prospects according to the City's Business Equity Ordinance. There were limited business equity opportunities available for the services/goods requested, therefore, no business equity goal was established. AGREEMENT TERM: Upon City Council approval, the initial term of these Non -Exclusive Agreements shall begin upon execution and shall expire five years from that date. The combined annual amount of these agreements is up to $15,000,000.00 for the first -year initial term, $17,250,000.00 for the second -year initial term, $19,837,500 for the third -year initial term, $22,813,125.00 for the fourth -year initial term, and $26,235,094.00 for the fifth -year initial term. RENEWAL OPTIONS - These Agreements may be renewed for up to one two-year term for up to $30,170,358.00 for the first -year of the renewal, and $34,695,911 for the second -year of the renewal, 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. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the participating departments' Operating Funds to support the approval of the above recommendation and execution of non-exclusive agreements. Prior to an expenditure being incurred, the participating departments have the responsibility to validate the availability of funds. Submitted for Citv Manaaer's Office bv: Reginald Zeno Oriainatina Business Unit Head Dana Burghdoff Reginald Zeno M rilyn Marvin 8517 8018 8517 7708 Additional Information Contact: Brandy M. Hazel 8087 M ria Canoura 2526