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HomeMy WebLinkAbout2022-12-13 - AGENDA REPORTS - TACENERGY FUEL CONTRO Agenda Item: 8 1. CITY OF SANTA CLARITA AGENDA REPORT CONSENT CALENDAR CITY MANAGER APPROVAL: AI1 A11�44_1) DATE: December 13, 2022 SUBJECT: "PIGGYBACK" AGREEMENT AND TACenergy, LLC, FOR THE PURCHASE OF RENEWABLE GREEN DIESEL FUEL CONTRACT DEPARTMENT: Economic Development PRESENTER: Adrian Aguilar RECOMMENDED ACTION City Council: 1. Approve the "piggyback" purchase of renewable green diesel fuel from TACenergy, LLC, using OMNIA Partners contract 953317 in an amount not to exceed $340,000 2. Authorize the City Manager or designee to approve the use of the TACenergy, LLC, contract through OMNIA Partners for one-year, through December 31, 2023, with the option of a one-year renewal in an amount not to exceed the annual base contract amount of $340,000. Authorize the City Manager or designee to execute all contracts, subject to City Attorney approval. BACKGROUND Santa Clarita Transit is in the process of converting its commuter bus fleet to compressed natural gas (CNG). As the remaining diesel -powered buses reach the end of their useful life, they are being replaced with CNG-powered buses. The City of Santa Clarita (City) currently has eight diesel buses remaining in the fleet. The full conversion is expected to be completed by 2027. As the remaining diesel -powered vehicles are retired, the use of diesel fuel will decline but will not be completely eliminated. The emergency generator installed at the Transit Maintenance Facility is diesel -powered and allows the City to continue critical operations during emergencies. After research, staff determined the most efficient way to purchase renewable green diesel is through cooperative procurements or "piggybacking." On July 11, 1995, the City Council approved cooperative "piggybacking" purchasing. This process permits the City to place orders against a competitively awarded, existing public agency contract. Page 1 Packet Pg. 164 O A recent cost analysis revealed that the OMNIA Partners (OMNIA) cooperative contract with TACenergy, LCC, for purchasing and delivering renewable green diesel fuel provides competitive pricing and the best value to the City. As noted in the attached Executive Summary, the agreement with TACenergy, LCC, was competitively procured through a nationwide bid process and is valid through December 31, 2024. A copy of the executed agreement is attached as reading file material. The City is a registered member of OMNIA and is currently participating in OMNIA cooperative contacts with various vendors. Participation in OMNIA contracts is free, with no participation fees or minimum ordering requirements. OMNIA cooperative contracts allow the City to take advantage of pricing based on volumes more extensive than the City could generate, secure competitive rates, and avoid the costly and time-consuming procurement process. Renewable diesel fuel pricing is based on market rates reported by the Oil Price Information Service (OPIS). As noted in the Santa Clarita Purchase Agreement 2023 attached as reading file material, the OPIS rate will be based on the renewable diesel fuel daily gross contract average in Los Angeles, California, minus $0.0275 per gallon. Staff performed a fuel use and cost analysis and determined this is the most cost-effective and efficient method for the City to procure renewable diesel based on the projected fuel use. Also attached for reference is a fact sheet providing information on and an overview of renewable diesel fuel and its advantages. ALTERNATIVE ACTION Other action as determined by the City Council. FISCAL IMPACT Funds were appropriated during the Fiscal Year (FY) 2022-23 budget process in the Transit Operating Budget. Funding beyond FY 2022-23 will be included in the FY 2023-24 Operating Budget and presented to the City Council as part of the FY 2023-24 budget process. This action does not require the use of General Fund. ATTACHMENTS Executive Summary - Fort Worth & TACenergy - OMNIA Partners Fact Sheet - Neste MY Renewable (Green) Diesel Purchase Agreement - TACenergy / City of Santa Clarita Agreement 2023 (available in the City Clerk's Reading File) Executed Agreement - City of Fort Worth & TACenergy - OMNIA Partners (available in the City Clerk's Reading File) Page 2 Packet Pg. 165 8.a OMNIA P A R T N E R S N_ATIONA IPA LfSCgh7h4LfIV IT IFS' MOTOR AND AVIATION FUELS AND RELATED SERVCIES Executive Summary Lead Agency: City of Fort Worth, Texas RFP Issued: August 21, 2019 Response Due Date: October 3, 2019 Solicitation: CFW01-19-0000037 Pre -Proposal Date: September 4, 2019 Proposals Received: #5 Awarded to: Truman Arnold Companies (TAQ Contract #53317 The City of Fort Worth, Texas issued RFP CFW01-19-0000037 on August 21, 2019, to establish a national cooperative contract for Motor and Aviation Fuels and Related Services. The solicitation included cooperative purchasing language in the General Information, Section 1.2. National Contract (RFP, Page 3): NATIONAL CONTRACT The City of Fort Worth, Texas as the Principal Procurement Agency (or "PPA"), defined in Attachment A, with OMNIA Partners is working to make the resultant contract (also known as the "Master Agreement" in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, nonprofit entities, and agencies for the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing program. The City of Fort Worth, Texas is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a "Participating Public Agency'). Notice of the solicitation was sent to potential offerors, as well as advertised in the following: • City of Fort Worth, Texas website • OMNIA Partners, Public Sector website • USA Today, nationwide • Arizona Business Gazette, AZ • San Bernardino Sun, CA • Honolulu Star -Advertiser, HI • The Advocate — New Orleans, LA • New Jersey Herald, NJ • Times Union, NY Page 1 of 2 • Daily Journal of Commerce, OR • The State, SC • Houston Community Newspapers, Cy Creek Mirror, TX • Deseret News, UT • Richmond Times, VA • Seattle Daily Journal of Commerce, WA • Helena Independent Record, MT Packet Pg. 166 8.a On October 3, 2019 proposals were received from the following offerors: • Mansfield Oil Company of Gainesville, Inc. • Martin Eagle Oil Company, Inc. • Petroleum Traders Corporation • Pinnacle Petroleum, Inc. • Truman Arnold Companies dba TAC Energy The proposals were evaluated by an evaluation committee. Using the evaluation criteria established in the RFP, the committee determined that five (5) companies demonstrated the ability to provide the products and services outlined in the solicitation while offering competitive pricing to members. • Mansfield Oil Company of Gainesville, Inc. • Martin Eagle Oil Company, Inc. • Petroleum Traders Corporation • Pinnacle Petroleum, Inc. • Truman Arnold Companies dba TAC Energy City of Fort Worth, Texas executed agreements with a contract effective date of January 1, 2020. Contracts include: Motor Fuels and Aviation Fuels that is inclusive of all motor and aviation fuels to include: 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. Term: Initial one-year agreement from January 1, 2020 through December 31, 2020 with the option to renew for a maximum of four (4) years (through December 31, 2024). Page 2 of 2 Packet Pg. 167 Lower emissions with Neste MY Renewable Diese ITM Neste MY Renewable Diesel' is a fully renewable diesel fuel Neste has developed to reduce the climate impact of transportation. Renewable diesel fuel has several advantages over fossil diesel. Compared to fossil diesel, renewable diesel can reduce greenhouse gas emissions by up to 75% gas emissions (CO, equivalent) over its life cycle. Neste MY Renewable Diesel is a drop -in fuel. This enables easy and quick switching without conversion costs to either vehicles or fueling and storage infrastructure. It can also be used neat (100%) or blended with fossil diesel. Just fuel and drive! What is renewable diesel? It's not fossil diesel. It's not biodiesel. Neste MY Renewable Diesel is a high quality diesel made from renewable materials that do not release new carbon into the atmosphere. Neste's proprietary NEXBTL technology allows a wide range of fats, oils and waste products to be used as feedstocks, such as used cooking oils and waste fats from the food industry and restaurants. The result is a product that is significantly better for the environment than fossil diesel, while - thanks to its chemical composition - delivering at least the same performance, if not better, and can be used without modifications to the fleet or infrastructure. Just fuel and drive! Where can I buy Neste MY Renewable Diesel? Neste has several distributors who offer flexible solutions for your company. You can find an overview of distributors and their fueling stations selling Neste MY at www.nestemy.com. Advantages or- Neste MY Renewable Diesel compared to Fossil diesel TOP MaTIER" Diesel Fuel Renewable and Smaller carbon sustainable footprint Easy to use TOP TIER" fuel Neste MY Renewable In addition to a reduction Fully compatible The first TOP TIER TM Diesel uses a wide in tailpipe emissions, with existing fuel infra- certified renewable range of fats, oils and greenhouse gas emis- structure, no further diesel for its high waste products. sions are also reduced investment required. quality and powerful by up to 75%. performance. nESTE Renewable Diesel cn Q x U The solution to improve Approved by leading a local air quality manuFacturers Scientific studies and road tests have shown that if you fill up with 100% Neste MY Renewable Diesel, in addition to a CO2e reduction of up to 75%, the following emissions* are reduced up to • 33% lower levels of fine particles • 9% lower nitrogen oxides (NOx) • 30% less hydrocarbons (HC) • 24% lower carbon monoxide (CO), and 9 reduced levels of polyaromatic hydrocarbons (PAH). In order to achieve today's goals of eliminating fossil fuel, Neste MY Renewable Diesel offers a drop -in solution that all diesel vehicles can use immediately. Neste MY Renewable Diesel meets the ASTM D975 paraffinic fuel standard. Most heavy vehicle manu- facturers, such as Cummins, Detroit Diesel, Caterpillar, Volvo Trucks, Paccar, Mack, John Deere, plus many other international brands have approved the use of neat renewable diesel in their engines. nESTE The emissions of the vehicles have been compared to conventional diesel. The results have been published in 40 scientific publications. Approved by leading manufacturers Renewable Diesel TIAE_ energy. 100 Crescent Court, Suite 1600 Dallas, Texas 75201 800-375-3835 Product Sale/Purchase Agreement Dated: October 13, 2022 BUYER: City of Santa Clarita, CA SELLER: TACenergy, LLC PRODUCT: Renewable Diesel (RD99) DELIVERY PERIOD: 01/01/2023 thru 12/31/2023 concurrent with the City of Fort Worth & Omnia Partners Co - Operative Contract 53317 PRICE: Same Day Los Angeles, CA OPIS Contract (10AM) Average Gross with CAR minus $0.0275 per gallon. Price differential is inclusive of fuel and freight. The Price does not include, and Buyer is liable for and shall pay any and all taxes, charges or fees assessed by governmental authorities applicable to the Product sold hereunder. PLACE, METHOD OF DELIVERY & QUANTITY: FOB Destination: 28283 Alta Vista Ave, Santa Clarita, CA 91355 Deliveries assume order quantities of at least 7,500 gallons per delivery Estimated volume: 60,000 gallons annually PAYMENT TERMS: Net 30 days from date of invoice via Buyer -initiated ACH payment. OTHER: Agreement falls under the City of Fort Worth and National IPA/Omnia Partners Co -Operative Contract 53317. All correspondence and inquiries should be directed to Seller at the listed address and phone numbers. This Agreement is subject to the Seller's Terms and Conditions for Fuel Sales (Revised June 2020). IN WITNESS WHEREOF, the parties have entered into this Agreement, effective as of the date first written above. BUYER: SELLER: By: By: Signature: Signature: Name: Name: Title: Title: DON'T JUST BUY FUEL FUEL YOUR FUT,IRE CITY 11 PECRETARY rrY. CONTRACTNO. 5331 CR��J3 SUPPLIER SERVICES AGREEMENT t'c St MOTOR FUELS, AVIATION FUELS AND RELATED SERVICES (NON-EXCLUSIVE COOPERATIVE AGREEMENT) This SUPPLIER SERVICES AGREEMENT ("Agreement") is made and ente,ed into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporatioi, acting by and through its duly authorized Assistant City Manager, and TRUMAN ARNOLD COMPANIES ("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. I. This Supplier Services Agreement; j 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 f 6. Exhibit E — City of Fort Worth Request for Proposals (RFP) No. 19-00000371and Supplier's response to the Request for Proposals. Exhibits A, B, C, D, and E which are attached hereto and incorporated herein by reference,; e made a part ofthis Agreement for all purposes. In the event ofany 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. I. 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 �el and related services. The general scope of this Agreement includes finished motor gasoline, fi shed aviation gasoline, Kerosene -Type Jet Fuel, Distillate Fuel Oil for on -highway and off highway !�iesel 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, acid as specified in the definitions provided in this Agreement, in the provision offuel to other Participating Agencies. Supplier Services Agreement — Motor Fuel, Aviation Fuel, and Related Services Page I Truman Arnold Companies 2. TERM. This Agreement shall begin on January 1, 2020 ("Effective Date") and shall expirb 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 .18 xhibit "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 (S12,000,000.0;0). City makes no promise or guarantee of the total amount of motor fuel, aviation fuel, and related service's 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. i 4. TERMINATION. i 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. 43 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 &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. Supplier Services Agreement— Motor Fuel, Aviation Fuel, and Related Services Page 2 of 28 Truman Arnold Companies 5.3 Unauthorized Access. Supplier shall store and maintain City lnformatibn in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City 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 alter 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 respondent 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. S. LIABILITY AND rNDEMNIFICATION. 8.1 LIABILITY - SUPPLIER SHALL BE LL4 BLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR pMONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CH4R4CTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF SUPPLIER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION - SUPPLIER HEREBY COVENANTS AND AGREES TO INDEMNIFY, IfOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANY.liM OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITt!IER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SUPPLIER'S' BUSINESS Supplier Services Agreement— Motor Fuel, Aviation Fuel, and Related Services Page 3 of 28 Truman Arnold Companies AND ANYRESULTING 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 BYTHENEGLIGENTACTS OR OMISSIONS OR MALFEASANCE OF SUPPLIER, ITS OFFICERS, AGENTS, SER PANTS OR EMPLOYEES 8.3 IA'TELLECTUAL PROPERTY INDEMNIFICATION —Supplier agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this' agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So Iona, as Supplier bears the cost and expense of payment for claims or actions against City pursuant to this section, Supplier shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Supplier in doing so. In the event City, for wbatever 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 remedics available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 As;ignment. Supplier shall not assignor subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. if City grants consent to an assignment, the assignee shall execute a written agreement with City and Supplier under which the assignee agrees to be bound by the duties and obligations of Supplier under this Agreement. Supplier and Assignee shall be jointly liable for all obligations of Supplier under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor shall execute a written agreement with Supplier referencing this Agreement under which subcontractor shall agree to be bound by the duties and obligations of Supplier under this Agreement as such duties and obligations may apply. Supplier shall provide City with a fully executed copy of any such subcontract. Supplier Services Agreement —Motor Fuel, Aviation Fuel, and Related Services Page 4 of 28 Truman Arnold Companies 10. INSURANCE. 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 Purchasing Division, before the commencement of services, a certificate of insurance documenting the following required insurance. Supplier will be responsible for providing proof of insurance as may be required by Public Participating Agencies. 10.1.1 Statutory Workers' Compensation Insurance and Employer's Liability Insurance at the following limits 10.1.1.1 $100,000 Each Accident 10.1.1.2 $500,000 Disease —Policy limit 10.1.1.3 $100,000 Disease— Each Employee 10.1.2 Commercial General Liability Insurance including Explosion, Collapse, and Underground Coverage shall be provided as follows: 10.1.2.1 $1,000,000 Each Occurrence 10.1.2.2 $2,000,000 Annual Aggregate 10.1.3 Auto Liability Insurance shall be provided as follows: 10.1.3.1 $250,000 Bodily Injury Per Person Each Accident 10.1.3.2 $250,000 Property Damage; or 10.1.3.3 $500,000 Combined Single Limit Each Accident 10.1.3.4 The named insured and employees of Supplier shall be covered under this policy. Liability for damage occurring while loading, unloading, transferring, and transporting materials under this Agreement shall be included under this policy. 10.1.4 Environmental Impairment Liability (EIL) and/or Pollution Liability 10.1.4.1 $2,000,000 per occurrence 10.1.4.2 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. Supplier Services Agreement— Motor Fuel, Aviation Fuel, and Related Services Page 5 of28 Truman Arnold Companies 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 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 $ I0,000.00 per occurrence unless otherwise approved by the City. 10.3.7 Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. The City must approve in writing any alternative coverage. 10.3.8 Workers' compensation insurance policy(s) covering employees of the Supplier shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. 10.3.9 City shall not be responsible for the direct payment of insurance premium costs for Supplier's insurance. 10.3.10 Supplier's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self -funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. 10.3.11 While this Agreement is in effect, Supplier shall report, in a timely manner, to the Purchasing Department any known loss occurrence that could give rise to a liability claim or lawsuit or which could result in a property loss. 10.3.12 Supplier's liability shall not be limited to the specified amounts of insurance required herein. 10.3.13 Upon the request of City, Supplier shall provide complete copies of all insurance policies required by these contract documents. 11. COIWLL4NCE 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 Iocal laws, ordinances, rules and regulations and that any work it produces in Supplier Services Agreement — Motor Fuel, Aviation Fuel, and Related Services Page 6 of 28 Truman Arnold Companies 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 DISCRI IINATION COVENANT. Supplier, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the perfonnance of SuppIier's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY SUPPLIER, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, SUPPLIER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND BOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. To SUPPLIER: Truman Arnold Companies Attn: Chad Hebert 100 Crescent Court, Suite 1600 Dallas, TX 75201 Neither City nor Supplier shall, during the tern 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. Supplier Services Agreement —Motor Fuel, Aviation Fuel, and Related Services Page 7 of28 Truman Arnold Companies 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 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 retraining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Supplier shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part 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 sball 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. Supplier Services Agreement— Motor Fuel, Aviation Fuel, and Related Services Page 8 of 28 Truman Arnold Companies 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 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 SuppIier'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 (1-9). Upon request by City, Supplier shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement Supplier shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Supplier employee who is not legally eligible to perform such services. SUPPLIER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SUPPLIER, SUPPLIER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Supplier, shall have the right to immediately terminate this Agreement for violations of this provision by Supplier. 27. OWNERSHIP OF WORK PRODUCT City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Supplier hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization 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 "I)". Each party is fully Supplier Services Agreement —Motor Fuel, Aviation Fuel, and Related Services Page 9 of28 Truman Arnold Companies 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 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. PROHiBITIONT 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 fi•om public funds of the City for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The term "boycott Israel" has the meaning ascribed to it by Section 808,001 of the Texas Government Code. The term "company" has the meaning ascribed to it by Section 2270.001 of the Texas Government Code. To the extent that Chapter 2270 ofthe Government Code is applicable to this Agreement, by signing this Agreement, Supplier certifies that Supplier's signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. (signature page follows) Supplier Services Agreement —Motor Fuel, Aviation Fuel, and Related Services Page 10 of 28 Truman Arnold Companies 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: Name: Kevin Gunn Title: Interim Assistant City Manager Date: / Z �, 7,, APPROVAL RE. OMMENDED: By: A 5ame.Steve Cooke Title: Director, Property Management Department ATTEST: 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 repor By: APPROVED AS TO FORM AND LEGALITY: By: A Name: Richard A. McCracken Title: Sr. Assistant City Attorney / CONTRACT AUTHORIZATION: M&C: lI-py 13 By }� t l.. 1m 1-295. Z+O167 Name: M ays Title: City ecre ` SUPPLIER: A°.�,'� .r Truman Arnold Companies ATTEST: By: C` r�` 'J�� By 401%- / Name: Chad Hebert Name: [' p 6 P- $a 5 try Title: General Manager of Sales Title: pea : o-iaj Date: 11 /20/2019 Supplier services Agreement— Motor Fuel, Aviation Fuel, and Related Services Page 11 of 28 Truman Arnold Companies 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 (h1_tp:11www.eia.doe.gov/}. 1.1.1 Biodiesel: Any liquid bio-fitel 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 ineets 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 VV-G-1690C, is characterized as having a boiling range of 122' to l 58° 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 572° degrees Fahrenheit and meeting ASTM Specification D 1655 (Clear, No Additive) and Military Specifications Supplier Services Agreement - Motor Fuel, Aviation Fuel, and Related Services Page 12 of28 Truman Arnold Companies MIL. T-5624P and MII.-T-83133D (Grades JP-5 and JP-8). It is used for 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 (R,FG): Finished motor gasoline formulated for use in motor vehicles, the composition and properties of which meet the requirements of the reformulated gasoline regulations promulgated by the U.S. Environmental Protection Agency under Section 211(k) of the Clean Air Act. This category includes oxygenated fuels program reformulated gasoline (OPRG) but excludes reformulated gasoline blend -stock for oxygenate blending (RBOB). 1.1.10 Diesel. Emission Fluid (DEF): commonly referred to as AdBlue in Europe and standardized as ISO 22241 is an Aqueous Urea Solution made with 32.5% high - purity urea (AUS 32) and 67.5% deionized water. DEF is used as a consumable in selective catalytic reduction (SCR) in order to lower 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 RF P for motor fuels and aviation fuels. 2.2 All motor fuels and aviation fuels delivered under this Agreement will be of high quality and will not contain any foreign substances or water, which may damage City or any Participating Agency's vehicle or contaminate the fuel storage tanks. 2.3 City and each Participating Agency will have their own designated representatives and methods of requesting delivery dates, sites and tracking of orders. 2.4 AlIocation. In the event of a fuel shortage and/or catastrophic conditions, Supplier must Supplier Services Agreement — Motor Fuel, Aviation Fuel, and Related Services Page 13 of28 Truman Arnold Companies be capable of providing fuel to the City and all Participating Agencies. The nature 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 DELWERY/FRETGRT 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 Supplier Services Agreement —Motor Fuel, Aviation Fuel, and Related Services Page 14 of28 Truman Arnold Companies 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 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 OPTS contract net low for the Saturday (available from OPTS 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 decal/label shall be provided and displayed on each affected pump. 4.9 City, and each Participating Agency, may pick-up fuel in their own vehicle if so capable, and/or request delivery to bulk storage tanks at the City or the Participating Agency. It is anticipated that the majority of purchases will be on a "delivered" basis, but some Participating Agencies have appropriate vehicles and the desire to pick up fuel. In the event Supplier Services Agreement— Motor Fuel, Aviation Fuel, and Related Services Page 15 of 28 Truman Amold Companies 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. 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 snake 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 Payment terms will be Net 20 days from the date ofthe receipt of an accutate invoice and bill of lading whichever is later. Supplier Services Agreement — Motor Fuel, Aviation Fuel, and Related Services Page 16 of 28 Truman Arnold Companies 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 invoice number for City and each Participating Agency upon request. 8.0 OPIS LICENSING The City has selected the OPIS Net Standard Contract Rack for Dallas Metro Texas Rack Average as the price index benchmark for settlement under this Agreement. 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 Page 17 of 28 Truman Arnold Companies EXHIBIT B CITY OF FORT WORTH SPECIFICATIONS 10.0 SCOPE The general scope for Truman Arnold Companies and this Agreement includes finished motor gasoline, ethanol based E10, E85 gasoline, kerosene -type jet fuel, distillate fuel oil for on - highway diesel engines, and Diesel Emission Fluid (DEF). This scope of motor fuels covered by this Agreement is intended to be broad and inclusive of all motor fuels used by Participating Agencies in the United States and the District of Columbia. The specifications for the City are detailed in this dedicated section of the Contract. Specifications for all other Participating Agencies are intentionally left at a general level to avoid omission of certain specifications or blends for any given Participating Agency, however Supplier is required to meet similar specification expectations as provided by the City of Fort Worth, and as specified in the definitions provided in section 1.5 of RFP 19-0000037, in the provision of fuel to other Participating Agencies. All fuels procured under this Agreement must conform to the applicable federal, state and local codes of each Participating Agency utilizing the resulting master agreement for each fuel type requested. This Agreement requires that as legislation, both state and federal, governing the content characteristics and/or standards of Conventional Gasoline (including RVP during summer months), Ethanol Blended Gasoline, Reformulated Gasoline, Oxygenated Gasoline, Diesel, Renewable Green Diesel and/or Biodiesel fuel, could be modified that the providing Supplier shall deliver product that complies with the modified legislation. Regulations governing the standards for fuels utilized by Participating Agencies may change throughout the term this Agreement, and as they change amendments may be made to this Agreement to reflect those modified standards. The City of Fort Worth reserves the right, at its sole discretion, to change the list of fuel types covered by this Agreement by deletion of fuel types no longer needed or addition of other fuel types or fuel additives as may become necessary for Participating Agencies utilizing this Agreement. When a class, type or category of fuel is to be added to this Agreement, the City of Fort Worth shall supply specifications for such fuel to Supplier no less than fifteen (15) days in advance of the first request for pricing for such fuels. This Agreement is intended to establish a "living" contract that can be adapted to the changing needs of Participating Agencies, within the scope of the RFP for motor fuels. Supplier Services Agreement— Motor Fuel, Aviation Fuel, and Related Services Page 18 of 28 Truman Arnold Companies BXHIBIT 1) VBRWICATION OF SIGNATURE AUTSOMTit• TRUMAN ARNOLD COM "ANIE8 100 CRESCENT COURT, SUITl;1600 DALLAS, TX 75201 Execution of this Signattwo Vorifieation norm ("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 norm until it receives a revised Form that has been properly executed by Supplier. 1. Name.( position:Geit erg 1 /vlevw, Qr Sai�PS Signature 2. Name:643?y �osfia%h Position:Reytd"dl 5e(&5 Ma -ode," Signs re 3. Name: Position: Signature Name: JoLmPS 1111� arn.�! W. e� ture ofl?resi & SeAOVI VIZ6 Petside t aVId Ql�sne,•e,l Couttis�l Other Title: Date: //— 2 /— /q Supplier Services Agreement -MotorFuel, Aviation Fuel, and Related Services Page 27 of2ti Truman Amold Companies EXHIBIT E RFP NO. 1.9-0000037 AND SUPPLIER'S RESPONSE (Attached) Supplier Services Agreement— Motor Fuel, Aviation Fuel, and Related Services Page 28 of 28 Truman Arnold Companies