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Item 4B MemoM E M O R A N D U M October 1, 2019 To: Shana Yelverton From: Sharen Jackson, Chief Financial Officer Tim Slifka, Purchasing Manager Subject: Item 4B Authorize Annual Fuel Purchases from Martin Eagle Oil for City Vehicles and Equipment in an Amount Not to Exceed $348,800 Action Requested: Approve annual City fuel purchases through a cooperative purchasing agreement with OMNIA/National Intergovernmental Purchasing Alliance (National IPA) and City of Fort Worth from Martin Eagle Oil. Background Information: The City purchases fuel from Martin Eagle Oil 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 2019 is approximately $238,000. Fiscal Year Budgeted Actual FY 2017 $377,482 $241,143 FY 2018 $351,500 $265,400 FY 2019 $351,500 238,000 (est) FY 2020 $348,800 N/A Financial Considerations: Maintain lowest available fuel cost for the City. Fuel purchases will be funded through department budgets for FY 2020. Strategic Link: B2 – Collaborate with select partners to implement service solutions. Citizen Input/ Board Review: None Legal Review: Interlocal purchasing is allowed through Local Government Code 271.102. City Attorney’s have reviewed interlocal agreements. Alternatives: Deny, City release local fuel bids for fuel or purchase fuel retail. Supporting Documents: Interlocal Agreements with OMNIA/National IPA and City of Fort Worth Staff Recommendation: Approve purchasing City fuel through OMNIA/National IPA and City of Fort Worth national fuel contract from Martin Eagle Oil. ORIGINAL DOCUMENT CITY OF SOUTHLAKE Council Action:YO Ord./Res.No. -i-- Date Approved OMNIA P A R T N E R S 40.�NATIONALIP !U coMMUN� rEs GpVER!131ER.PLRCttlNI I YC[ E%PER.ENCED - FOCUSED • TRUSTED MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT This Master Intergovernmental Cooperative Purchasing Agreement(this"Agreement")is entered into by and between those certain government agencies that execute a Principal Procurement Agency Certificate ("Principal Procurement Agencies") with National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners Public Sector ("OMNIA Partners") to be appended and made a part hereof and such other public agencies ("Participating Public Agencies") who register to participate in the cooperative purchasing programs administered by OMNIA Partners and its affiliates and subsidiaries (collectively, the "OMNIA Partners Parties") by either registering on a OMNIA Partners Party website (such as omniapartners.com/pubIicsector or w-Nvw.nationalipa.or<), or any successor website), or by executing a copy of this Agreement. RECITALS WHEREAS, after a competitive solicitation and selection process by Principal Procurement Agencies, in compliance with their own policies, procedures, rules and regulations, a number of suppliers have entered into"Master Agreements"(herein so called)to provide a variety of goods, products and services ("Products") to the applicable Principal Procurement Agency and the Participating Public Agencies; WHEREAS,Master Agreements are made available by Principal Procurement Agencies through the OMNIA Partners Parties and provide that Participating Public Agencies may purchase Products on the same terms, conditions and pricing as the Principal Procurement Agency, subject to any applicable federal and/or local purchasing ordinances and the laws of the State of purchase; and WHEREAS, in addition to Master Agreements, the OMNIA Partners Parties may from time to time offer Participating Public Agencies the opportunity to acquire Products through other group purchasing agreements. NOW,THEREFORE, in consideration of the mutual promises contained in this Agreement,and of the mutual benefits to result,the parties hereby agree as follows: 1 1. Each party will facilitate the cooperative procurement of Products. 2. The Participating Public Agencies shall procure Products in accordance with and subject to the relevant federal,state and local statutes,ordinances,rules and regulations that govern Participating Public Agency's procurement practices. The Participating Public Agencies hereby acknowledge and agree that it is the intent of the parties that all provisions of this Agreement and that Principal Procurement Agencies' participation in the program described herein comply with all applicable laws, including but not limited to the requirements of 42 C.F.R. § 1001.952(h), as may be amended from time to time. The Participating Public Agencies further acknowledge and agree that they are solely responsible for their compliance with all applicable "safe harbor" regulations, including but not limited to any and all obligations to fully and accurately report discounts and incentives. 3. The Participating Public Agency represents and warrants that the Participating Public Agency is not a hospital or other healthcare provider and is not purchasing Products on behalf of a hospital or healthcare provider. 4. The cooperative use of Master Agreements shall be in accordance with the terms and conditions of the Master Agreements, except as modification of those terms and conditions is otherwise required by applicable federal, state or local law,policies or procedures. 5. The Principal Procurement Agencies will make available,upon reasonable request, Master Agreement information which may assist in improving the procurement of Products by the Participating Public Agencies. 6. The Participating Public Agency agrees the OMNIA Partners Parties may provide access to group purchasing organization ("GPO") agreements directly or indirectly by enrolling the Participating Public Agency in another GPO's purchasing program, including but not limited to Vizient Source, LLC, Provista, Inc. and other OMNIA Partners affiliates and subsidiaries; provided the purchase of Products through a OMNIA Partners Party or any other GPO shall be at the Participating Public Agency's sole discretion. 7. The Participating Public Agencies (each a "Procuring Party") that procure Products through any Master Agreement or GPO Product supply agreement (each a "GPO Contract") will make timely payments to the distributor, manufacturer or other vendor (collectively,"Supplier')for Products received in accordance with the terms and conditions of the Master Agreement or GPO Contract, as applicable. Payment for Products and inspections and acceptance of Products ordered by the Procuring Party shall be the exclusive obligation of such Procuring Party. Disputes between Procuring Party and any Supplier shall be resolved in accordance with the law and venue rules of the State of purchase unless otherwise agreed to by the Procuring Party and Supplier. 8. The Procuring Party shall not use this Agreement as a method for obtaining additional concessions or reduced prices for purchase of similar products or services outside of the Master Agreement. Master Agreements may be structured with not-to-exceed pricing, in which cases the Supplier may offer the Procuring Party and the Procuring Party may accept lower pricing 2 or additional concessions for purchase of Products through a Master Agreement. 9. The Procuring Party shall be responsible for the ordering of Products under this Agreement. A non-procuring party shall not be liable in any fashion for any violation by a Procuring Party,and,to the extent permitted by applicable law,the Procuring Party shall hold non- procuring party harmless from any liability that may arise from the acts or omissions of the Procuring Party. 10. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE OMNIA PARTNERS PARTIES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT, MASTER AGREEMENT AND GPO CONTRACT.THE OMNIA PARTNERS PARTIES SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL,INCIDENTAL,INDIRECT,CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF THE OMNIA PARTNERS PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE OMNIA PARTNERS PARTIES SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT. 11. This Agreement shall remain in effect until termination by either party giving thirty (30)days' written notice to the other party.The provisions of Paragraphs 6- 10 hereof shall survive any such termination. 12. This Agreement shall take effect upon (i) execution of the Principal Procurement Agency Certificate, or(ii)the registration on a OMNIA Partners Party website or the execution of this Agreement by a Participating Public Agency, as applicable. NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY i d/b/a OMNIA Partners Public Sector Vat/ A orized a ure Sigrt e ) Sarah Vavra Name Sr. Vice President,Public Sector Contracting jTitlld ge tam Title '—� ' ��1111111I��� Dat A T. 4 ; a_ AMY S E EY, TRMC =v i cn= DEPU ITY SECRETARY i,�G 3 *,kit 41111111100 Martin EagleMartin Eagle Motor and Aviation Fuels U.S. Communities and National IPA, both wholly-owned subsidiaries of OMNIA Partners, have come together as OMNIA Partners, Public Sector. All public sector participants already registered with National IPA or U.S. Communities continue to have access to all contracts, with certain exceptions, in the portfolio and do not need to re-register to use a legacy National IPA, legacy U.S. Communities, or new OMNIA Partners contract. U.S. Communities and National IPA remain separate legal entities and lead agency contracts completed under each brand are effective and available for use through the contract’s approved term. In the event we believe re-registration is necessary for any reason, OMNIA Partners will let you know. City of Fort Worth, TX Contract: 14-0121 - Motor and Aviation Fuels Overview Contract Documentation Motor and Aviation Fuels Contract  (866 )875-3299 | Contact Us REGISTER  MENU Jan 1, 2015 to Dec 31, 2019 Executive Summary •Executive Summary •Pricing Master Agreement Documents •Official Signed Contract •Contract Amendment 1 - Balance of Line •Contract Amendment 2 - Renewal •Contract Amendment 3 - Renewal •Contract Amendment 4 - Renewal •Contract Amendment 5 - Renewal •Board Approval Solicitation Process •Original RFP Document •RFP Addendum 1 •RFP Addendum 2 •Proof of Advertising Response Evaluation •Response to RFP •Response to RFP - Clarification Contact Information Phillip Childers III (Corky) Email: p.childers@martineagle.com Phone: 800-316-6148, ext. 233  First name*Last name* Company name*Agency Type * SUPPLIER WEBSITE     Get in Touch 840 Crescent Centre Drive Suite 600 Franklin, TN 37067 866-875-3299 info@omniapartners.com Sign up to receive email updates from OMNIA Partners, Public Sector Email* SIGN UP FOR EMAIL UPDATES Contracts Solicitations  Events Contact Us Website by SyncShow | Privacy Policy | Terms of Use Who We Are What We Do Who We Serve Resources  Martin EagleMartin Eagle Motor and Aviation Fuels Competitively Solicited and Awarded By: City of Fort Worth, TX Contract #: 14-0121 Martin Eagle award available to Texas agencies only Bulk fuel purchases only Award includes: DEF (Diesel Exhaust Fluid) Unleaded (all octane levels) Ethanol Blends Overview Contract Documentation Motor and Aviation Fuels Contract (866 )875-3299 | Contact Us REGISTER  MENU Diesel (all grades) Bio-Diesel Blends Aviation Fuel Contact Information Phillip Childers III (Corky) Email: p.childers@martineagle.com Phone: 800-316-6148, ext. 233 SUPPLIER WEBSITE     Get in Touch 840 Crescent Centre Drive Suite 600 Franklin, TN 37067 866-875-3299 info@omniapartners.com First name*Last name* Company name*Agency Type * Sign up to receive email updates from OMNIA Partners, Public Sector Email* SIGN UP FOR EMAIL UPDATES Events Contact Us Website by SyncShow | Privacy Policy | Terms of Use Contracts Solicitations Who We Are What We Do Who We Serve Resources Fort Worth City of Southlake Cooperative Purchasing Interlocal Agreement OFfiCIAL RECORD CITY SECRETAR t CONTRACT NO COOPERATIVE PURCHASING INTERLOCAL AGREEMENT This Cooperative Purchasing Interlocal Agreement Agreement is made and entered into as of the date written below between the City of Southlake Texas Southlake and the City of Fort Worth Texas Fort Worth WHEREAS both City of Southlake and Fort Worth have each determined a need for a cooperative agreement to purchase like goods and services to avoid duplicate procurement efforts and obtain the benefits of volume purchasing and WHEREAS City of Southlake and the Fort Worth are authorized by Section 271 102 of the Local Government Code to pursue mutually beneficial and cooperative purchasing programs NOW THEREFORE for and in consideration of the mutual obligations and benefits contained herein City of Southlake and City of Fort Worth agree as follows SECTION 1 The purpose of this Agreement is to provide City of Southlake and Fort Worth with additional purchasing options by satisfying the provisions of Section 271 102 of the Local Government Code SECTION 2 The parties agree that each of the parties shall respectively designate a person to act under the direction of and on behalf of the designating party the Designated Representative SECTION 3 At the request of the other party a party that enters into a contract with a vendor for goods or services the First Purchasing Party shall attempt to obtain the vendor s agreement to offer those goods and services to the other party the Second Purchasing Party for the same price and on the same terms and conditions as have been offered to the First Purchasing Party If the vendor so agrees and if the Second Purchasing Party is agreeable to such terms and conditions the Second Purchasing Party may enter into its own separate contract with the vendor for the purchase of such goods or servIces SECTION 4 Unless otherwise agreed between the Designated Representatives payments for a purchase made by the Second Purchasing Party shall be paid directly to the vendor and not to the First Purchasing Party The Second Purchasing Party shall have the responsibility of determining whether the vendor has complied with any provisions in its contract with the vendor including but not limited to those relating to the quality of items and terms of delivery and shall be responsible for enforcement of its contract against the vendor including all cost of enforcement Page 1 of3 Fort Worth City of Southlake Cooperative Purchasing Interlocal Agreement SECTION 5 This Agreement will be subject to all applicable federal state and local laws ordinances rules and regulations SECTION 6 This Agreement may be terminated by either party without cause or penalty upon not less than thirty days written notice to the other party SECTION 7 The parties acknowledge that each party and if it so chooses its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto SECTION 8 If any action whether real or asserted at law or in equity arises on the basis of any provision of 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 This Agreement shall be construed in accordance with the laws of the State of Texas SECTION 9 If any term or provision of this Agreement is held to be illegal invalid or unenforceable the legality validity or enforceability of the remaining terms or provisions of this Agreement shall not be affected thereby and in lieu of each such illegal invalid or unenforceable term or provision the parties shall endeavor to agree to a legal valid or enforceable term or provision as similar as possible to the term or provision declared illegal invalid or unenforceable SECTION 10 Execution of this Agreement does not obligate City of Southlake or Fort Worth to make any purchase to pay any membership fee or to otherwise or in any manner incur any cost or obligation SECTION 11 This Agreement may be executed in multiple counterparts each of which shall be deemed an original and all of which shall constitute but one and the same instrument SECTION 12 The undersigned officers andor agents are properly authorized to execute this Agreement on behalf of the parties hereto and each party hereby certifies to the other that any necessary actions extending such authority have been duly passed and are now in full force and effect SECTION 13 All notices requests demands and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof as the case may be if delivered personally or sent by registered or certified mail return receipt requested postage prepaid to the respective city representative set out below or hisher designee Page 2 of3 Fort Worth City of Southlake Cooperative Purchasing lnterlocal Agreement EXECUTED this day of Dr 2007 CITY OF FORT WORTH 1000 Throckmorton Fort Worth Texas 76102 CITY OF SOUTHLAKE 1400 Main Street Suite 440 Southlake Texas 76092 aren L Montgome ssistant City Ma Ji Assistant City Ci Lp Marty Hendrix City Secretary DATE nrltH 2i dE07 PX c t5fl1J1atioa Date DATE 1 0 07 i 1 hVtl fHI A04 iP l5gillit I lt ji11v EOC I IJ QuJ iJ 1 1 Approved as to Form and Legality Page 3 of3