Item 4B MemoCITY OF
SOUTHLAKE
MEMORANDUM
October 19, 2021
To: Shana Yelverton
From: Sharen Jackson, Chief Financial Officer
Tim Slifka, Purchasing Manager
Subject: Item 4B Authorize annual fuel purchases from US Venture Inc., for
City vehicles and equipment in an amount not to exceed $333,416
Action
Requested: Approve annual City fuel purchases through a cooperative
purchasing agreement with OMNIA and City of Fort Worth through
US Venture Inc.
Background
Information:
Financial
Considerations:
Strategic Link:
Citizen Input/
Board Review:
Legal Review:
Alternatives:
Supporting
Documents:
Staff
Recommendation:
The City purchases fuel from US Venture Inc. utilizing a
cooperative purchasing agreement with OMNIA/National IPA and
the City of Fort Worth. This agreement is based on a nationally
awarded cooperative purchasing fuel contract. The contract
provides the City with the best overall pricing for fuel. The
estimated fuel cost for FY 2021 was approximately $235,000.
Fiscal Year
Budgeted
Actual
FY 2019
$351,500
$263,022
FY 2020
$348,800
$205,367
FY 2021
$333,711
$235,000
FY 2022
$333,416
Maintain lowest available fuel cost for the City. Fuel purchases will
be funded through department budgets for FY 2022.
B2 — Collaborate with select partners to implement service
solutions.
None
Interlocal purchasing is allowed through Local Government Code
271.102. City Attorney's have reviewed interlocal agreements.
Deny, City release local fuel bids for fuel or purchase fuel retail.
Interlocal and Contract Agreements with OMNIA and City of Fort
Worth
Approve purchasing City fuel through OMNIA and City of Fort
Worth national fuel contract from US Venture Inc.
9123/21, 6:41 AM
Martin Eagle Cooperative Contract I Contract Documentation
0 M N A � Public Sector
51 A R T N E R S
Click to expand menu
Overview
Contract Documentation
Motor and Aviation Fuels Contract
Motor and Aviation Fuels and Related Services
City of Fort Worth, TX
Contract Number: 53316
MENiJ
C
https:llvAm.omniapartners-comlpublicsectorlsupplierslmartin-eagielcontract-documentation 114
9123121. 6:41 AM
Martin Eagie Cooperative Contract I Contract Documentation
January 1. 2020 to December 31. 2020
Option to renew for a maximum of four (4) one-year renewal periods through December 31, 2024
Contract renewed until December 31, 2021
Executive Summary
• Executive Summary
• Fuel Summary
• Due Diligence
Master Agreement Documents
• Official Signed Contract
■ Contract Award Documents
• City of Fort Worth Assignment
• Contract Renewal 1
Response Evaluation
• Supplier Response to RFP
• Evaluation Documents
Solicitation Process
• Original RFP Document
• RFP Addendum 1
Proof of Publication
■ RFP Request List
• RFP Opening Documents
Previous Contract
• Previous Contract 14-0121 Documentation
https:llwww.omniapartners.comlpublicsectorlsupplierslmartin-eaglelcontract-documentation 214
OMNP A R T N F R S
in f0
Get in Touch
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Suite 600
Franklin, TN 37067
866-875-3299
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f�"Gill SUPPLIER SERVICES AGREEMENT
MOTOR FUELS,AVIATION FUELS AND RELATED SERVICES
(NON-EXCLUSIVE COOPERATIVE AGREEMENT)
This SUPPLIER SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and
through its duly authorized Assistant City Manager, and MARTIN EAGLE OIL COMPANY, INC.
("Supplier"), acting by and through its duly authorized representative, each individually referred to as a
"party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Supplier Services Agreement;
2. Exhibit A — Scope of Services-
3- Exhibit B — City of Fort Worth Specifications
4. Exhibit C — Price Schedule;
5. Exhibit D — Verification of Signature Authority Form; and
6. Exhibit E — City of Fort Worth Request for Proposals (RFP) No. 19-0000037 and Supplier's
response to the Request for Proposals.
Exhibits A, B, C, D, and E which are attached hereto and incorporated herein by reference, are made a part
of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits
A, B, C, D, or E and the terms and conditions set forth in the body of this Agreement, the terms and
conditions of this Agreement shall control.
1. SCOPE OF SERVICES
Supplier shall provide City with the motor and aviation fuels, and related services for the City's
fleet ("Services"). Exhibit "A," - Scope of Services and Exhibit "B" — City of Fort Worth Specifications
more specifically describe the Services to be provided hereunder. Supplier agrees that the City may award
non-exclusive agreements to multiple bidders for motor fuel, aviation fuel, and related services as outlined
in the Request for Proposals.
In connection with this Agreement, City is acting as the Principal Procurement Agency with
OMNIA Partners — Public Sector. This Agreement is a cooperative purchasing agreement allowing
Supplier to Supply the City and Participating Agencies within the Dallas/Fort Worth metropolitan area and
in the 48 contiguous United States, and the District of Columbia, with motor fuel, aviation fuel and related
services- The general scope of this Agreement includes finished motor gasoline, finished aviation
gasoline, Kerosene -Type Jet Fuel, Distillate Fuel Oil for on -highway and off -highway diesel engines,
Renewable Green Diesel, Biodiesel, and Diesel Emission Fluid (collectively "Motor Fuels and Aviation
Fuels"). This scope of Motor Fuels and Aviation Fuels covered by this Agreement is intended to be broad
and inclusive of all motor and aviation fuels used by Participating Agencies in the United States and the
District of Columbia. The specifications for the City are detailed in a dedicated section of this
Agreement. Specifications for all other Participating Agencies are intentionally left at a general level to
avoid omission of certain specifications or blends for any given Participating Agency, however
Supplier is required to meet similar specification expectations as provided by the City, and as specified
in the definitions provided in this Agreement, in the provision of fuel to other Participating Agencies.
Supplier Services Agreement Motor Fuel, Aviation Fuel, and Related Sernces Page I of 32
Martin Eagle Oil Company, Inc.
2. TERM.
This Agreement shall begin on January 1, 2020 ("Effective Date") and shall expire on December
31, 2020 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term").
Upon the expiration of the Initial Term, this Agreement may be renewed under the same terms and
conditions for up to four (4) one-year renewal periods ("Renewal Term").
3. COMPENSATION.
City shall pay Supplier in accordance with the provisions of this Agreement and Exhibit "C," —
Price Schedule. The aggregate amount of all contracts City awards to multiple bidders under RPF No. 19-
0000037, including this Agreement, shall not exceed twelve million dollars ($12,000,00o.00). City makes
no promise or guarantee of the total amount of motor fuel, aviation fuel, and related services that City will
procure from Supplier under this Agreement. Supplier shall not perform any additional services or bill for
expenses incurred for City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City shall not be liable for any additional expenses of Supplier not
specified by this Agreement unless City first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice. City or Supplier may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Supplier of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Supplier for services actually rendered up to the effective date of
termination and Supplier shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason, Supplier shall provide City with copies of all completed or partially completed documents prepared
under this Agreement. In the event Supplier has received access to City Information or data as a requirement
to perform services hereunder, Supplier shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts Supplier hereby warrants to City that Supplier has made full
disclosure in writing of any existing or potential conflicts of interest related to Supplier's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Supplier hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information Supplier, for itself and its officers, agents and employees, agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access. Supplier shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Supplier Services Agreement— Motor Fuel, Aviation Fuel, and Related Services Page 2 of 32
Martin Eagle Oil Company. Inc.
Information in any way. Supplier shall notify City immediately if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event, Supplier
shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with City to protect such
City Information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Supplier agrees that City shall, until the expiration of three (3) years after final payment under this
contract, or the final conclusion of any audit commenced during the said three years, have access to and the
right to examine at reasonable times any directly pertinent books, documents, papers and records, including,
but not limited to, all electronic records, of Supplier involving transactions relating to this Agreement at no
additional cost to City. Supplier agrees that City shall have access during normal working hours to all
necessary Supplier facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Supplier reasonable advance notice
of intended audits.
7. INDEPENDENT CONTRACTOR -
It is expressly understood and agreed that Supplier shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Supplier shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subcontractors. Supplier acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Supplier, its officers, agents, employees, servants,
vendors and subcontractors. Supplier further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Supplier. It is further understood that City shall in no
way be considered a Co -employer or a Joint employer of Supplier or any officers, agents, servants,
employees or subcontractors of Supplier. Neither Supplier, nor any officers, agents, servants, employees
or subcontractors of Supplier shall be entitled to any employment benefits from City. Supplier shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
8. LIABIIdTY AND INDEMNIFICATION.
8.1 L LLITY - SUPPLIER SHALL BE L19BLE 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 SUPPLIER, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - SUPPLIER HEREBY COVENANTS AND
AGREES TO IIVDEMNLFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SUPPLIER'S BUSINESS
AND ANYRESULTEVG LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
Supplier Services Agreement —Motor Fuel, Aviation Fuel, and Related Serviccs Page 3 of32
Martin Eagle Oil Company. Inc.
TO THE EXTENT CAUSED BY THE NEGLIGENTACTS OR OMISSIONS OR MALFEASANCE OF
SUPPLIER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Supplier agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
documentation. So long as Supplier bears the cost and expense of payment for cagreement to defend, settle or pay shall not apply if City modifies or misuses the software an actions
d/or
aims or
against City pursuant to this section, Supplier shall have the right to conduct the defense of any such
claim or action and all negotiations for its settlement or compromise and to settle or compromise any
such claim; however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Supplier in doing so. In the event City, for whatever reason, assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement, City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Supplier shall fully participate and cooperate with City in defense of such claim or action. City agrees
to give Supplier timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Supplier's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted,
Supplier shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the software and/or documentation; or (b) modify the software and/or documentation
to make it non -infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non -infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Supplier terminate this Agreement, and refund all amounts
paid to Supplier by City, subsequent to which termination City may seek any and all remedies
available to City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assi ent. Supplier shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of City. If City giants consent to an assignment, the
assignee shall execute a written agreement with City and Supplier under which the assignee agrees to be
bound by the duties and obligations of Supplier under this Agreement. Supplier and Assignee shall be
jointly liable for all obligations of Supplier under this Agreement prior to the effective date of the
assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor shall execute a
written agreement with Supplier referencing this Agreement under which subcontractor shall agree to be
bound by the duties and obligations of Supplier under this Agreement as such duties and obligations may
apply. Supplier shall provide City with a fully executed copy of any such subcontract_
10. IN, SURANCE,
10.1 Supplier shall assume all risk and liability for accidents and damages that may occur to
persons or property during the prosecution of the work. Supplier shall file with the City of Fort Worth
Supplier e ices Agreement motor rues, Aviation Fuel, and Related Services Page 4 of32
Martin Eagle Oil Company, Inc.
Purchasing Division, before the commencement of services, a certificate of insurance documenting the
following required insurance. Supplier will be responsible for providing proof of insurance as may be
required by Public Participating Agencies.
10.1.I Statutory Workers' Compensation Insurance and EmpIoyer's Liability Insurance
at the following limits
10.1.1.1 $100,000 Each Accident
10.1.1.2 $500,000 Disease — Policy limit
10. l .1.3 $100,000 Disease —Each Employee
10.I? Commercial General Liability Insurance including Explosion, Collapse, and
Underground Coverage shall be provided as follows:
10.1.2.1 $1,000,000 Each Occurrence
10. I.2.2 $2,000,000 Annual Aggregate
10.1.3 Auto Liability Insurance shall be provided as follows:
10.13.1 $250,000 Bodily Injury Per Person Each Accident
10.1.3.2 $250,000 Property Damage; or
10.1.3.3 $500,000 Combined Single Limit Each Accident
10.1.3.4 The named insured and employees of Supplier shall be covered under
this policy_ Liability for damage occurring while loading, unloading,
transferring, and transporting materials under this Agreement shall be
included under this policy.
10.1.4 Environmental Impairment Liability (EIL) and/or Pollution Liability
10.1.4.1 $2,000,000 per occurrence
10.1.4.2 EIL coverage(s) must be included in policies listed in subsection 10.1
above; or, such insurance shall be provided under separate policy(s)-
Liability for damage occurring while loading, unloading, transferring,
and transporting materials under this Agreement shall be included
under the Automobile Liability insurance or other policy(s).
10.2 Policies shall be endorsed to provide the City of Fort Worth a thirty (30) day notice of
cancellation, material change in coverage, or non -renewal of coverage. Applicable policies shall also be
endorsed to name the City of Fort Worth as an additional insured, as its interests may appear (ATIMA).
10.3 ADDITIONAL INSURANCE INFORMATION
10.3.1 The City, its officers, employees and servants shall be endorsed as an additional
insured on Supplier's insurance policies excepting employer's liability insurance
coverage under Supplier's workers' compensation insurance policy_
10.3.2 Certificates of insurance shall be delivered to the Purchasing Department of the
City of Fort Worth, 200 Texas Street, Fort Worth, TX 76102, prior to a purchase
order being issued.
10.3.3 Any failure on part of the City to request required insurance documentation shall
Supplier Services Agreement— Motor Fuel, Aviation Fuel, and Related Services Page 5 of 32
Martin Eagle Oil Company, Inc.
not constitute a waiver of the insurance requirements specified herein_
10.3.4 Each insurance policy shall be endorsed to provide the City a minimum thirty days'
notice of cancellation, non -renewal, and/or material change in policy terms or
coverage. A ten days' notice shall be acceptable in the event of non-payment of
premium.
10.3.5 Insurers must be authorized to do business in the State of Texas and have a current
A.M. Best rating of A: VII or equivalent measure of financial strength and
solvency.
10.3.6 Deductible limits, or self -funded retention limits, on each policy must not exceed
$10.000.00 per occurrence unless otherwise approved by the City.
10.3.7 Other than worker's compensation insurance, in Iieu of traditional insurance, City
may consider alternative coverage or risk treatment measures through insurance
pools or risk retention groups. The City must approve in writing any alternative
coverage.
10.3.8 Workers' compensation insurance policy(s) covering employees of the Supplier
shall be endorsed with a waiver of subrogation providing rights of recovery in
favor of the City.
10.3.9 City shall not be responsible for the direct payment of insurance premium costs for
Supplier's insurance.
10.3.10 Supplier's insurance policies shall each be endorsed to provide that such insurance
is primary protection and any self -funded or commercial coverage maintained by
City shall not be called upon to contribute to loss recovery.
10.3.11 While this Agreement is in effect, Supplier shall report, in a timely manner, to the
Purchasing Department any known Ioss occurrence that could give rise to a liability
claim or lawsuit or which could result in a property loss.
10.3.12 Supplier's liability shall not be limited to the specified amounts of insurance
required herein.
10.3.13 Upon the request of City, Supplier shall provide complete copies of all insurance
policies required by these contract documents.
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Supplier agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Supplier of any violation of such laws, ordinances, rules
or regulations, Supplier shall immediately desist from and correct the violation_
12. NON-DISCRIMINATION COVENANT.
Supplier Services Agreement —Motor Fuel, Aviation Fuel, and Related Services Page 6 of 32
Martin Eagle Oil Company, Inc.
Supplier, for itself, its personal representatives, assigns, subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Supplier's duties and obligations
hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON DISCREVIINATION COVENANT BY SUPPLIER, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST,
SUPPLIER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND
CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic con$nnation of the transmission, or (3) received
by the other party by United States Mail, registered, return receipt requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-63I4
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOYEES
To SUPPLIER:
Martin Eagle Oil Company, Inc.
Attn: Phillip Childers III
2700 James Street
Denton, TX 76205
Neither City nor Supplier shall, 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 shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
15. GOVERNMENTAL POWERS
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Supplier to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Supplier's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW / VENUE
Supplier Services Agreement — Motor Fuel, Aviation Fuel, and Related Services Page 7 of 32
Martin Eagle Oil Company, Inc.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division_
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE
City and Supplier shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not Iimited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or Iabor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part ofthis Agreement, and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, C, D or E.
22. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT
This Agreement, including Exhibits A, B, C, D, and E contains the entire understanding and
agreement between City and Supplier, their assigns and successors in interest, as to the matters contained
herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the
extent in conflict with any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES
Supplier Services Agreement — Motor Fuel, Aviation Fuel, and Related Services Page 8 of 32
Martin Eagle Oil Company, Inc.
Supplier warrants that its services will be of a high quality and conform to generally prevailing
industry standards. City must give written notice of any breach of this warranty within thirty (30) days from
the date that the services are completed. In such event, at Supplier's option, Supplier shall either (a) use
commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or
(b) refund the fees paid by City to Supplier for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
Supplier shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Uon
request by City, Supplier shall provide City with copies of all I-9 forms and supporting eligibility p
documentation for each employee who performs work under tlus Agreement. Supplier shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Supplier employee who is not legally eligible to perform such services. SUPPLIER
SHALL INDEMNIFY CITY AND HOLD CITY HARMT ESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SUPPLIER,
SUPPLIER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Supplier, shall have the right to immediately terminate this Agreement for violations of this
provision by Supplier.
27. OWNERSHIP OF WORK PRODUCT
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement (collectively, "Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a "work -made -for -hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended,
Supplier hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due, or rights of retention thereto on the part of City.
28. SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party, and that such binding authority has been granted by proper
order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto,
may be executed by any authorized representative of Supplier whose name, title and signature is affixed on
the Verification of Signature Authority Form, which is attached hereto as Exhibit "D". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Supplier shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of Supplier or authorized
Supplier Services Agreement Motor Fuel, Aviation Fuel, and Related Services Page 9 of 32 Martin Eagle Oil Company, Inc.
Official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9, documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the
City is prohibited from entering into a contract with a company with ten or more full -times employees that
has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City for goods
or services unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the tern of the contract. The term "boycott Israel" has the
meaning ascribed to it by Section 808.001 of the Texas Government Code. The term "company" has the
meaning ascribed to it by Section 2270.001 of the Texas Government Code. To the extent that Chapter
2270 of the Government Code is appl icable to this Agreement, by signing this Agreement, Supplier certifies
that Supplier's signature provides written verification to the City that Supplier: (1) does not boycott Israel;
and (2) wiIl not boycott Israel during the term of this Agreement.
(signature page follows)
Nupplier Services Agreement— Motor ruel_ Avrahon Fuel, and Related Servrces Martin Eagle Oil Company, Inc. Page 10 of 32
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples to be
effective on the dates set forth in Section 2.
CITY OF FORT WORTH:
By:
4Name:evin unn
Title: Interim Assistant City Manager
Date: /Z ZU
APPROVAL R ECOMAIENDED:
1
By:
atne, Steve Coo e
Title: Director, Property Management
Department
ATTEST:
�-EVEIRAI /®
Title: City Secretary
SUPPLIER:
Martin Eagle Oil Company, Ina
7
By: ' l
Name:
Title:
Date: -4akw---d-
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.
APPROVED AS TO FORM AND LEGALITY:
By: (5' -�'
Name: Richard A. McCracken
Title: Sr. Assistant City Attorney
CONTRACT AUTHORIZTAON:
M&C: 1*1-0413
Form 1295 b 9040
jw
ATTEST:
Supplier Services Agreement Motor Fuel, Aviation Fuel, and Related Services
Martin Eagle Oil Company. Inc. Page II of 32
EXHIBIT A
SCOPE OF SERVICES
1.0 DEFINITIONS
1.1 The following definitions are provided to establish a common understanding of the terms
of this Agreement. The source for these definitions is the Energy Information
Administration, which provides energy statistics for the U.S. government through the
Department of Energy (btt-p://www.eia.doe.gov ).
1.1.1 Biodiesel: Any liquid bio-fuel suitable as a diesel fuel substitute or diesel
fuel additive or extender. Biodiesel fuels are typically made from oils such as
soybeans, rapeseed, or sunflowers, or from animal tallow. Biodiesel can also be
made from hydrocarbons derived from agricultural products such as rice hulls.
1.1.2 Conventional Gasoline: Finished motor gasoline not included in the oxygenated
or reformulated gasoline categories.
1.1.3 Renewable (Green) Diesel: Hydretreating (hydroprocessing
hydrodeoxygenation) Also called "green" diesel. renewable diesel is a biomass -
derived transportation fuel suitable for use in diesel engines. It meets the ASTM
D975 specification in the United States and EN 590 in Europe.
1.1.4 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.
1.1.5 Finished Aviation Gasoline: A complex mixture of relatively volatile
hydrocarbons with or without small quantities of additives, blended to form a
fuel suitable for use in aviation reciprocating engines. Fuel specifications are
provided in ASTM Specification D 910, and Military Specification MIL-G-5572.
1.1.6 Finished Motor Gasoline: A complex mixture of relatively volatile
hydrocarbons with or without small quantities of additives, blended to form a
fuel suitable for use in spark -ignition engines. Motor gasoline, as defined in
ASTM Specification D 4814 or Federal Specification W-G-1690C, is
characterized as having a boiling range of 1221 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).
1.1.7 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 5720 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
Supplier Services Agreement —Motor Fuel, Aviation Fuel, and Related Services Page 12 of32
Martin Eagle Oil Company, Inc.
commercial and military turbojet and turboprop aircraft engines.
1.1.8 OPRG: "Oxygenated Fuels Program Reformulated Gasoline" is reformulated
gasoline which is intended for use in an oxygenated fuels program control
area during an oxygenated fuels program control period.
1.1.9 Reformulated Gasoline (RFG): Finished motor gasoline formulated for use in
motor vehicles, the composition and properties of which meet the requirements
of the reformulated gasoline regulations promulgated by the U.S. Environmental
Protection Agency under Section 211(k) of the Clean Air Act This category
includes oxygenated fuels program reformulated gasoline (OPRG) but excludes
reformulated gasoline blend -stock for oxygenate blending (RBOB).
1.1.10 Diesel Emission Fluid (DEF): commonly referred to as AdBIue 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 NO, concentration in the
diesel exhaust emissions from diesel engines.
2.0 GENERAL REQUIREMENTS
2.1 All fuels procured under this Agreement must conform to the applicable federal, state and
local codes of each Participating Agency utilizing the resulting master agreement for
each fuel type requested. This Agreement requires that as legislation, both state and
federal, governing the content characteristics and /or standards of Conventional
Gasoline (including RVP during summer months), Ethanol Blended Gasoline,
Reformulated Gasoline, Oxygenated Gasoline, Diesel, Renewable Green Diesel and/or
Biodiesel fuel, Aviation Gasoline, Kerosene -Type Jet Fuel, and Diesel Emission Fluid
could be modified that the providing Supplier shall deliver product that complies with the
modified legislation. Regulations governing the standards for fuels utilized by
Participating Agencies may change throughout the term of any contract between a
Participating Agency and a Supplier. As regulations change, amendments may be made
to this Agreement to reflect those modified standards. The City reserves the right, at its
sole discretion, to change the list of fuel types covered by this Agreement either by deletion
of fuel types no longer needed or addition of other fuel types or fuel additives as may
become necessary for Participating Agencies utilizing this agreement. When a class, type
or category of fuel is to be added to this Agreement, the City shall supply specifications
for such fuel to Supplier and all other suppliers awarded an Agreement no less than fifteen
(15) days in advance of the first request for pricing for such fuels. This Agreement is
intended to establish a "living" contract that can be adapted to the changing needs of
Participating Agencies, within the scope of the RFP formotor fuels and aviation fuels.
2.2 All motor fuels and aviation fuels delivered under this Agreement will be of high quality
and will not contain any foreign substances or water, which may damage City or any
Participating Agency s vehicle or contaminate the fuel storage tanks_
2.3 City and each Participating Agency will have their own designated representatives and
methods of requesting delivery dates, sites and tracking of orders.
2.4 Allocation. In the event of a fuel shortage and/or catastrophic conditions, Supplier must
be capable of providing fuel to the City and all Participating Agencies. The nature
Supplier Services Agreement Motor Fuel, Aviation Fuel, and Related Sennces Page 13 of32
Martin Eagle Oil Company. Inc.
Of City and Participating Agencies is such that public safety might be jeopardized if Motor
Fuels and Aviation Fuels are not delivered as ordered in the event of fuel shortages
or catastrophic conditions. Supplier agrees that delivery of products covered by this
Agreement will be made in a priority manner to City and Participating Agencies to the
exclusion ofnon-governmental agencies during times of shortages and / or catastrophes.
Supplier agrees to provide a detailed contingency plan to City and each Participating
Agency requesting such.
2.5 Emergency Purchasing. In the event that an emergency or disaster is declared by City or
a Participating Agency according to applicable laws governing states of emergency and
disasters requiring the prompt and immediate delivery of products or services, City and the
Participating Agency reserve the right to obtain such products or services from any source,
including but not limited to this Agreement, which will meet the needs of such emergency.
Supplier shall not be entitled to any claim or lost profits for products or services procured
from other sources pursuant to this paragraph.
3.0 ORDERS
Orders may be placed by telephone, fax or other method selected by City and each Participating
Agency. Orders will include the specific delivery dates and sites as designated by the City and each
Participating Agency. Order and Emergency contact information for Participating Agencies will be
provided by the Participating Agencies.
4.0 DELIVERY/FREIGHT
4.1 Fuel delivery charges are to be determined separately and apart from the Market Differential
discussed in this Agreement. The Market Differential must not include cost estimates for
delivery. The number and location of storage tanks at City and each Participating Agency,
and the number and location of each Participating Agency necessitate that delivery charges
be determined directly between Supplier and the City or each Participating Agency.
Supplier must quote delivery charges directly to City and each Participating Agency upon
request. Delivery charges shall be a direct cost pass -through to City and each Participating
Agency. No mark-up or profit shall be added to actual freight / delivery costs to City or a
Participating Agency. When determining delivery charges specific to City and each
Participating Agency, Supplier must identify additional charges, if any, for split deliveries
at different locations or for loads smaller than tank loads. The City and Participating
Agencies reserve the right to add and/or delete delivery sites during the course of this
Agreement.
4.2 Delivery is expressed in number of calendar days required to make delivery after receipt of
a purchase order. Delivery shall be made in accordance with instructions on each Purchase
Order_ Deliveries will be made in accordance with petroleum bulk storage regulations as
designated by City and each Participating Agency. If there is a discrepancy between the
purchase order and what is listed in this Agreement, it is Supplier's obligation to seek
clarification from the City and the Participating Agencies_
4.3 Supplier's delivery trucks WILL BE EQUIPPED WITH CALIBRATED METERS to
accurately measure quantities delivered. All trucks used for delivery must have the ability
to measure fuel delivered and correct the recorded volume delivered to 60 degrees
Fahrenheit for billing purposes. Supplier will adjust for volume changes by temperature
variations. Supplier shall use 60 degrees Fahrenheit as the normal temperature reading. All
Supplier Services Agreement Motor Fuel, Anaiton Fuel, and Related Sennces
Martin Eagle Oil Company, Inc. Page 14 of32
deliveries must be accompanied by a Delivery Ticket showing Brand or Grade and gross
gallons, temperature and adjusted gallons delivered. City and each Participating Agency
may examine, upon request, a copy of the metered ticket showing gallons loaded into the
vehicle making delivery.
4.4 Guaranteed delivery times will be within twenty-four (24) hours from receipt of order, or as
specified by City or the Participating Agency if delivery is desired at some date beyond 24
hours. As much time as possible will be allowed the Supplier (with consideration for the
stipulated guaranteed delivery) for making deliveries; however, Supplier shall be capable of
making bulk deliveries within 24 hours after receipt of order, especially in emergency
situations. Normal deliveries are considered to be Monday thru Sunday according to the
hours of operation for each site unless an emergency situation should develop. Deliveries
on Saturday or Sunday shall be priced using the OPIS contract net low for the Saturday
(available from OPIS if Supplier does not currently receive Saturday prices) of the weekend
during which the delivery occurred.
4.5 City and Participating Agencies shall ensure that storage tanks are accessible by Supplier,
and it is strongly advised that a representative from City and Participating Agencies be
present during the delivery. Failure of the City or Participating Agency to make appropriate
arrangements, preventing delivery of product upon Supplier's arrival at delivery site, may
result in a charge for the Supplier's transportation costs for that particular trip. City and
Participating Agencies are responsible for the implementation of monitoring programs to
insure compliance by fuel suppliers with the specification requirements as outlined herein
and in accordance with any regulations stipulated by City or the Participating Agencies.
4.6 City and each Participating Agency shall be responsible for having the proper fuel fill and
transfer vapor recovery system(s) operating on their storage tanks in accordance with the
City or Participating Agency's state and local regulations. The transfers include delivery
tank to storage tank (Stage I) and storage tank to vehicle tank (Stage II) systems. Suppliers
have the responsibility of reporting faulty equipment to the end users and the appropriate
regulatory agencies.
4.7 City and Participating Agencies may request "automatic replenishment" or for the Supplier
to top -off tanks for testing purposes. The Supplier will comply with these requests at its
option and shall notify the City or Participating Agency accordingly_ Supplier must have
the ability upon request from the City or a Participating Agency, to be able to remotely
monitor the City or Participating Agency's fuel monitoring system and send a fuel truck
when a full load is required.
4.8 The Supplier shall provide fuel content labels/signs for each pumping station. These labels
shall satisfy the requirements of the City's, or each Participating Agency's, state and local
regulations. An environmental awareness decaUlabel shall be provided and displayed on
each affected pump.
4.9 City, and each Participating Agency, may pick-up fuel in their own vehicle if so capable,
and/or request delivery to bulk storage tanks at the City or the Participating Agency. It is
anticipated that the majority of purchases will be on a "delivered" basis, but some
Participating Agencies have appropriate vehicles and the desire to pick up fuel. In the event
of City, or a Participating Agency, ordering fuel to be picked up in their own vehicle, no
additional freight or delivery charges will be allowed under this Agreement.
Supplier Services Agreement —Motor Fuel, Aviation Fuel, and Related Services Page IS of32
Martin Eagle Oil Company, Inc.
4.10 Freight terms, to be specified by City and each Participating Agency at the time of order,
shall be either:
(1) FOB Origin — Title and risk of loss of fuel shall pass to City and each Participating
Agency at the point the City or the Participating Agency actually receives and takes
possession of fuel when loaded in the City's or Participating Agency's vehicle at the
terminal. No delivery charges shall be charged or assessed; or
(2) FOB Destination - Title and risk of loss of fuel shall not pass to City or a Participating
Agency until fuel is received and taken possession of at the point of delivery. Delivery
charges to be a direct cost pass -through to City and each Participating Agency and
added as a separate line item on the invoice. Delivery charges are to be pre -determined
between Supplier and City, or each Participating Agency, prior to delivery.
5.0 INVOICES
5.1 City and each Participating Agency will provide their billing addresses for submission of
invoices. All invoices should reference, at a minimum, delivery ticket and the City's or
Participating Agency's purchase order / requisition number, specific delivery dates and
delivery times, and delivery location.
5.2 Invoices must clearly indicate the OPIS Benchmark Index per the terms of this Agreement
for each fuel product delivered as a separate line item on the invoice. Invoices must state
as a separate line item the Market Differential for each fuel product sold per the terms
of this Agreement. The OPIS Benchmark Index and Market Differential for each fuel
product sold must be stated on a cost per gallon basis on the invoice, with number
of gallons sold separately stated by fuel product. The extended total sales for each fuel
product sold must be identified. Taxes, if any, and delivery charges, if any, should be stated
as separate line items on the invoice to derive the total cost to the City or the Participating
Agency. If confirmation of pricing by City, a Participating Agency, or OMNIA Partners
finds any discrepancy with the terms of this Agreement, Supplier shall make correction
before payment of invoice or refund any overpayment for incorrect invoices already
paid without any penalty assessed upon the City or a Participating Agency_
5.3 A copy of the bill of lading when applicable, shall be attached to the invoice.
5.4 It shall be the sole responsibility of the Supplier to maintain all licenses necessary to fulfill
all duties and obligations of Supplier under this Agreement. Supplier will hold City of
Fort Worth, all Participating Agencies, and OMNIA Partners harmless of any copyright
infringements or penalties.
6.0 PAYMENTS
Unless a Net 20 or Net 15 days is available and agreed upon, payment terms will be Net 30 days
from the date of delivery or the receipt of an accurate invoice and bill of lading whichever is later.
7.0 REPORTING
Supplier will be required to maintain data and provide documentation and/or reports of all
petroleum products and gallons purchased by City and each Participating Agency. Supplier must
be able to supply reports by delivery date, fuel type, amount delivered, costs, tank location and
Supplier Services Agreement — Motor Fuel. Aviation Fuel, and Related Services Page 16 of 32
Martin Eagle Oil Company, Inc.
invoice number for City and each Participating Agency upon request.
8.0 OPIS LICENSING
The City has selected the OPTS Net Standard Contract Rack for Dallas Metro Texas Rack Average
as the price index benchmark for settlement under this Agreement. OPTS prices are protected
under strict copyright agreements and forwarding printed or electronic OPTS price reports
is a violation of federal copyright law.
9.0 TESTING
Deliveries of fuel under this Agreement are subject to testing, to insure compliance with
specifications. All tests shall be made as per methods specified or approved by the American
Society of Testing Material (ASTM), unless otherwise specified. When the test analysis shows
fuel meeting specification, the City or Participating Agency will pay for said test. When test
analysis shows fuel does not meet specification, Supplier will pay for said test. In addition,
Supplier agrees to be liable for all charges necessary to satisfactorily bring contaminated tanks
within limits, including pumping out fuel and replacing as necessary.
Supplier Services Agreement —Motor Fuel, Aviation Fuel, and Related Services
Martin Eagle Oil Company, Inc. Page 17 of32
EXHIBIT B
CITY OF FORT WORTH SPECIFICATIONS
10.0 SCOPE
The general scope for Martin Eagle Oil Company and this Agreement includes finished motor
gasoline, E85, distillate fuel oil for on -highway and off -highway diesel engines, Renewable
Green Diesel, Biodiesel, and Diesel Emission Fluid. This scope of motor fuels covered by this
Agreement is intended to be broad and inclusive of all motor fuels used by Participating Agencies
in the United States and the District of Columbia. The specifications for the City are detailed in
this dedicated section of the Contract. Specifications for all other Participating Agencies are
intentionally left at a general level to avoid omission of certain specifications or blends for
any given Participating Agency, however Supplier is required to meet similar specification
expectations as provided by the City of Fort Worth, and as specified in the definitions provided
in section 1.5 of RFP 19-0000037, in the provision of fuel to other Participating Agencies.
All fuels procured under this Agreement must conform to the applicable federal, state and local
codes of each Participating Agency utilizing the resulting master agreement for each fuel type
requested. This Agreement requires that as legislation, both state and federal, governing the
content characteristics and /or standards of Conventional Gasoline (including RVP during
summer months), Ethanol BIended Gasoline, Reformulated Gasoline, Oxygenated Gasoline,
Diesel, Renewable Green Diesel and/or Biodiesel fuel, could be modified that the providing
Supplier shall deliver product that complies with the modified legislation. Regulations governing
the standards for fuels utilized by Participating Agencies may change throughout the term of this
Agreement, and as they change, amendments may be made to this Agreement to reflect those
modified standards. The City of Fort Worth reserves the right, at its sole discretion, to change
the list of fuel types covered by this Agreement by deletion of fuel types no longer needed or
addition of other fuel types or fuel additives as may become necessary for Participating Agencies
utilizing this Agreement. When a class, type or category of fuel is to be added to this Agreement,
the City of Fort Worth shall supply specifications for such fuel to Supplier no less than fifteen
(15) days in advance of the first request for pricing for such fuels. This Agreement is intended
to establish a "living" contract that can be adapted to the changing needs of Participating
Agencies, within the scope of the RFP for motor fuels.
Supplier Services Agreement— Motor Fuel, Aviation Fuel, and Related Services Page 18 of32 Martin Eagle Oil Company, Enc.
EXH BIT D
VERIFICATION OF SIGNATURE AUTHORITY
MARTIN EAGLE OIL COMPANY, INC.
2700 JAMES STREET
DENTON, TX 76205
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Supplier and to execute any agreement, amendment or
change order on behalf of Supplier. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Supplier. City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Supplier. Supplier will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Supplier.
i . Name: P
Position:
V
Signature
2. Name:
Position:
Signature
Name:
Position:
Signature
Name:
Signa of esident / CEO
Other Title:
Date: }►—t3-}4
Supplier Services Agreement— Motor Fuel, Aviation Fuel; and Related Services Page 31 of 32
Martin Eagle Oil Company. Inc.
EXHIBIT E
RFP NO.19-0000037 AND SUPPLIER'S RESPONSE
(Attached)
Supplier Services Agreement — Motor Fuel, Aviation Fuel, and Related Services Page 32 of 32
Martin Eagle Oil Company, Inc.
C •TY SEC R5ARY
�.<<ACT CIO. 5 3 3 f 0- S
CITY OF FORT WORTH
ASSIGNMENT
For value received, Martin Eagle Oil Company, Inc. ("Assignor"), hereby assigns to U.S.
Venture, Inc. ("Assignee"), All of its right, title and interest in and to any and all sums of money
now due or to become due from the City of Fort Worth to Assignor under PSK 92631 CSCO
53316 (the "Contracts") and Assignee agrees to assume and perform all duties and obligations
required by Assignor under the terms of'the Contracts.
This Assignment constitutes the entire agreement between Assignor and Assignee with
respect to the subject matter hereof. No modification of any provision of this Assignment shall
be effective unless in writing and signed by Assignor and Assignee. This Assignment shall inure
to the benefit of and be binding upon Assignor and Assignee and their respective successors and
assigns. This Assignment shall be governed by the terms of the original Contracts between
Assignor and various other entities and the City of Fait Worth and the laws of the State of Texas,
without application of principles of conflicts of law.
This Assignment may be executed in one or more counterparts each of which shall be
deemed an original but all of which) together shall constitute one and the same instrument.
Signed signature pages may be transmitted by facsimile or e-mail, and any such signature shall
have the same legal effect as an original.
❑atcd the / ❑ day of 2020,
Martin Eagle Oil Company, Inc.
(Assignor
By:
Print: Z_ "w' vAr4 lV -j
Title: Chief Opera#ing Officer
U.S. Venture, Inc.
(Assignee)
By: ��
Pri nt: L *,V h6e a sc'h ]
Tile; A ss t sbr.� esFn�,•,�--+ �_
Oif�gwoww,
�
ti ;43f
li"TX
Assi�nme�it Vngc i ol]
NOTARY ACKNOWLEDGEMENT
_ On the day of __fi2L24Z7 2020, personally appeared
acknowledged to me that (s)he is the Chief Operating Officer of
Marfin Eagle Oil Company, Inc., and that (s)hc executed this document for the purposes and
consideration contained herein.
lvlartin Ir le i Corn arty, Enc.
By:
Print: ST" hq, v.
Title: Chief Operating Officer
SUBSCRIBED TO before me on this Z,�_ day of 22�% C'b , 2020.
�-
$•, *yCOMMUSMO 1EVIRE9 Notary Public in aaad for the State of
NOTARYID:130MO20 lily commission Expires: '`2.�77% Z��r��_ �
NOTARY ACKNOWLEDGEMENT
Oil I ae day of maec4l __ 2020, personally appeared
i er•3L6 , who acknowledged to me that (s)lie is thcA , 5v.rc,/,,7� pf
U.S. Venture, Tnc., and that (s)he executed this doctunent for the purposes and considerU4ioii
container] herein.
U.S. Venture, Inc.
By:
Print: Low r�ae sc�-�
Title: AS(It Secs--4 -1-
r wx-
SUBSCRIBED TO bef%j pie on this day of )Q?Q.
.0 S. PEA `
��:.••
o-NARY''• �
qiN � �Wotn Public in and For the to u51 D"5Lr,
PUo"G �. MY'Cotrtr MIS doll Expires: /0 LA2-1D
s� •. : Gay w.
Not No
COTY SECRETARY
FT. WORT41
115Si�nrnelli iagr 1 ni3
CONSENT TO ASSIGNMENT
The City of Fort Worth consents to the assignment of Martin Eagle Oil Company, Inc.
("Assignor") to U.S. Venture, Inc. ("Assignee"), of all its rights, title, and obligation owing and
all funds due or to become due to Assignor under PSK 92531CSCO 53316, as long as all terms
required of Assignor in said contracts are met by Assignee.
CITY OF FORT WORTH
3(1,7 1 ZQ 2-
Dana Burghdof Assist t City Manager DATE
i Z�2)
Cynthia Garcia, Assistant Director — FMS DATE
�M
DATE
APPROVED AS TO FORM AND LEGALITY:
i
JohPA §trodg,- s is t City Attorney
FFF
SECR TAR'r
Assignment Page of
53316-R1
CSC No.
CITY OF FORT WORTH
CONTRACT RENEWAL NOTICE
October 5, 2020
U.S. Venture, Inc.
425 Better Way
Appleton, WI 54915
Re: Contract Renewal Notice
Contract No. CSC No. 53316 (the "Contract')
Renewal Term No. 1: January 1, 2021 to December 31.2021
The above referenced Contract with the City of Fort Worth expires on December 31, 2020
(the "Expiration Date"). Under the terms of the Contract, the Contract may be renewed under the
same terms and conditions. This letter is to inform you that the City wishing to renew the Contract
for an additional one (1) year period, which will begin immediately after the Expiration Date. All
other terms and conditions of the Contract remain will remain unchanged. If you agree to renew
the Contract, please sign the signature page following this Contract Renewal Notice letter,
along with a copy of your current insurance certificate, to the address set forth below.
Please log onto PeopleSoft Purchasing at http://fortworthtexas.gov/purchasing to insure
that your company information is correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice, please contact me at
the telephone number listed below.
Sincerely,
7e vim& Gc&rcl cu
City of Fort Worth, Property Management Department
Denise Garcia
Contract Services Administrator
(817) 392-6787
(Signature Page Follows)
Contract Renewal — Martin Eagle Gil Company. Inc. Page I of 2
ACCEPTED AND AGREED:
CITY OF FORT WORTH
Name: Dana Burghdoff
Title: Assistant City Manager
APPROVAL RECOMMENDED:
By:
Name
Title:
S- � 6�1 �
s[ra, e Qv;v,-- . . ..'L009:35 C 0 V
Steve Cooke
Property Management Director
ATTEST:
lir kvna'(d P.
By: rrRona id C Gnnzai,:
Name: Mary Kayser
Title: City Secretary
U.S. Venture. Inc.
f, - , Elyse Moll ner Stack hvuse
By:
2020.10.05 15:41:32-05'00'
Name: Elyse Mollner Stackhouse
Title: General Counsel/Secretary
CSC No.
CONTRACT COMPLIANCE MANAGER:
By signing l acknowledge that I am the
person responsible For the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By:
Name
Title:
Randy Rendon
Fuel Service Manager
APPROVED AS TO FORM AND
LEGALITY:
By:
Name
Title:
Cht'i"o hBrdusts-iA
Christopher Austria
Assistant City Attorney
CONTRACT ACITHORiZATION:
M&C: l 9-0413
Date Approved: 12/ 17/2019
Form 1295 Certification No.: 2019-558906
Contract Renewal — Martin Eagle Oil Company. Inc. Page 2 of'2
%I&C Rey ic��
Official sttt? of tfie City of Fort Wofth, Texas
CITY COUNCILAr.ENDA FoRTWORT111--
DATE: 12/17/2019 REFERENCE M&C 19- LOG NAME: 13PMOTOR AND AVIATION
NO.: 0413 FUEL LSJ PM❑
CODE: P TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Award a Multiple National Award and Authorize Execution of Non -Exclusive
Agreements with Mansfield Oil Co. of Gainesville, Inc., Martin Eagle Oil Company, Inc.,
Truman Arnold Companies, Pinnacle Petroleum, Inc., and Petroleum Traders
Corporation in an Annual Amount Up to $12,000,000.00 for Motor Fuels and Aviation
Fuels for the Property Management Department and Other Public Agencies; Authorize
Execution of a Rebate Agreement with National Intergovernmental Purchasing Alliance
Company dlbla ❑MNIA Partners, Public Sector (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council:
I. Award a multiple national award to Mansfield Oil Co. of Gainesville, Inc., Martin Eagle Oil
Company, Inc., Truman Arnold Companies, Pinnacle Petroleum, Inc., and Petroleum Traders
Corporation as suppliers of motor and aviation fuels for public agencies in all forty-eight contiguous
states in the United States;
2. Authorize Execution of Non -Exclusive Agreements with Mansfield Oil Co. of Gainesville, Inc.,
Martin Eagle Oil Company, Inc., Truman Arnold Companies, Pinnacle Petroleum, Inc., and
Petroleum Traders Corporation in an annual amount up to $12,000,000.00 for Motor and Aviation
Fuels for the Property Management Department; and
3. Authorize Execution of a Rebate Agreement with National Intergovernmental Purchasing
Alliance Company dlbla ❑MNIA Partners, Public Sector.
DISCUSSION:
The Property Management Department and other public agencies throughout the United States will
use these agreements to obtain unleaded, diesel, Jet -A fuels, and alternative fuels required in the
❑FW nonattainment area to supply and operate equipment. No guarantee was made that a specific
amount of these fuels would be purchased. Unleaded and diesel fuel will be used by various City
departments. The Jet -A aviation fuel will be used by the Police Department.
The City previously awarded separate agreements for unleaded fuels and diesel fuels on December
2, 2014 (M&C P-11056) and for Jet -A aviation fuel on June 7, 2011 (M&C P-11716). The previous
Agreements were competitively bid. During the previous year, the City purchased approximately
$5,370,552,18 of motor fuels and approximately $42,643.00 of .let -A aviation fuels. The additional
estimated annual amount listed in this action is requested to cover potential increases in prices and
volumes over the five year term of the Agreement. A price change of 50 cents per gallon can
impact the annual expenditures by $1,000,000.00.
Other public agencies participating in the previous agreements have purchased approximately
44,194,959 gallons of motor fuels. The City of Fort Worth expects to save approximately
$45,000.00 annually over previous agreements as a direct result of the increased volume of
participation of the other public agencies.
hup- :ipp,,LlI_ net.urg:cc)uncil_packet:rnc_rccie".asp71D=27i6M,counciIdat,�=12 17 2019[1) 29 _1020 1:11:76 I'MI
M&C Review
Under the Rebate Agreement, the City of Fort Worth will receive a minimum of 8.333 percent of a
one -cent administration fee that is paid to National Intergovernmental Purchasing Alliance d/b/a
OMNIA Partners, Public Sector by the petroleum vendors for each gallon of fuel sold under these
national cooperative contracts. This rebate could generate approximately $50,000.00 annually in
revenue to the City. The City will have no liability or responsibility for purchases by other public
agencies. The Non -Exclusive Agreements were bid as a National Cooperative Purchasing Request
for Proposals (RFP) to develop and encourage cooperative purchasing efforts to reduce the cost of
motor and aviation fuel to the City and other public agencies. The RFP included estimated annual
quantities from current public agencies using the contract and allowed for quantities additional new
agencies may have under the contract with a total estimated quantity of 50 million gallons. The RFP
evaluation factors included responsiveness and clarity of proposal, ability to meet City of Fort Worth
specifications, the National Program, vendor qualifications and contract cost. Representatives of
the City's Property Management Department, Fire, Police, Code Compliance, Transportation and
Public Works and Water Departments were invited to participant in the evaluation. However, only
Purchasing Division, Property Management Department, and Code Compliance participated in the
evaluation of the proposals received and found all five participating fuel providers qualified in
multiple categories; Mansfield Oil Co. of Gainesville, Inc., Martin Eagle Oil Company, Inc., Truman
Arnold Companies, Pinnacle Petroleum, Inc., and Petroleum Traders Corporation to be the best
evaluated firms for award of the agreements.
ADVERTISEMENT - A Request for Proposals (RFP) was advertised in the Fort Worth Star -
Telegram on August 21, 2019, August 28, 2019, September 4, 2019, September 11, 2019,
September 18, 2019, September 25, 2019 and October 2, 2019. Thirteen vendors were solicited
from the purchasing database; five responses were received.
M/WBE OFFICE - A waiver of the goal for MBE/SBE subcontracting requirements was requested by
the Purchasing Division and approved by the M/WBE Office, in accordance with the BDE
Ordinance, because the purchase of goods or services is from sources where subcontracting or
supplier opportunities are negligible.
ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made
by the City Manager in the amount up to $50,000.00 and does not require specific City Council
approval as long as sufficient funds have been appropriated.
AGREEMENT TERM - Upon City Council approval, these Agreements shall have an initial term of
five years beginning on January 1, 2020 and ending on December 31, 2020.
RENEWAL OPTIONS - These Agreements may be renewed for up to four successive one-year
terms at the City's option. This action does not require specific City Council approval, provided the
City Council has appropriated sufficient funds to satisfy the City's obligation during the renewal
term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations funds are
available in the current operating budget, as appropriated, and that contingent on the approval and
the adoption of the Fiscal Year 2021 Budget by the City Council, funds will be available in the
Fiscal Year 2021 Operating Budget, as appropriated, in the Fleet & Equipment Services (Fleet &
Equip Serv) Fund. Prior to an expenditure being incurred, the Property Management Department
has the responsibility to validate the availability of funds.
BQN\\
TO _____ _ __ ___ _ _ _ ___ _ Fund Department 'Account Project Program µ Activity Budget Reference # Amount
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M&C Review
ID ID Year (Chartfield 2)
FROM
FundDepartment ! Account Project Program Activity Budget Reference # Amount
ID ID j Year (Chartfield 2)
Submitted for City Manager's Office by: Kevin Gunn (2015)
Originating Department Head: Reginald Zeno (8517)
Additional Information Contact: Cynthia Garcia (8525)
LaKita Slack -Johnson (8314)
ATTACHMENTS
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