HomeMy WebLinkAboutR-2017-027 Port Consolidated Gasoline & Diesel RESOLUTION NO. 2017-027
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO
PURCHASE GASOLINE AND DIESEL FUEL FROM PORT
CONSOLIDATED, INC. UNDER SOUTHEAST FLORIDA
GOVERNMENTAL PURCHASING CO-OP GROUP BID, RFP E-13-17, IN AN
AMOUNT THAT EXCEEDS THE ANNUAL VENDOR THRESHOLD OF
TWENTY FIVE THOUSAND DOLLARS ($25,000.00) PER FISCAL YEAR;
AUTHORIZING SUCH PURCHASES TO BE MADE WITHIN THE
RESPECTIVE DEPARTMENTS APPROVED ANNUAL BUDGET
APPROPRIATIONS; PROVIDING FOR CONFLICTS; FURTHER,
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Charter of the City of Dania Beach, Part III, Article 3, Section 4,
Subsection 0), authorizes the City Manager to purchase supplies, services, equipment and
materials for the City government in amounts in excess of the established monetary threshold
without competitive bidding and without advertisement for bids if he is authorized to do so in
advance by a resolution adopted by the City Commission, and if such purchases are made
pursuant to a competitive bid obtained within the last eighteen (18) months by other government
agencies such as the federal government, State of Florida or a Florida municipality or county;
and
WHEREAS, the Dania Beach Code of Ordinances, Chapter 2, Article 1, Section 2-10,
"Monetary thresholds for certain purchases and payment disbursement authorizations",
Subsection(a), sets the monetary threshold or limitation at$25,000.00; and
WHEREAS, the City Manager has determined that it is necessary to purchase gasoline
and diesel for the City's vehicle and equipment fleet; and
WHEREAS, the City of Pompano Beach, as lead agency for the Southeast Florida
Government Purchasing Co-op Group, competitively bid and awarded a contract, and entered
into a three year agreement with Port Consolidated on March 15, 2017;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH, FLORIDA:
Section 1. That the City Manager is authorized to enter into an agreement with Port
Consolidated, Inc. under Southeast Florida Governmental Purchasing Co-Op Group Bid, RFP E-
13-17 for an initial contract term of three (3) years with an option for one (1) additional two (2)
year extension, a copy of which Bid is attached as Exhibit `A" and incorporated into this
Resolution.
Section 2. That the proper City officials are authorized to execute a contract with the
company, provided, however, that no contract will become effective unless and until City
officials complete their execution of it.
Section 3. That the funding for purchase of gasoline and diesel fuel is authorized in
an amount exceeding the annual vendor threshold of Twenty Five Thousand Dollars
($25,000.00).
Section 4. That funding for this purchase is planned and appropriated in the approved
City Budget and all Department purchases shall be subject to and made within the respective
Departments' approved level of their annual budget appropriation.
Section 5. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 6. That this Resolution shall be in force and take effect immediately upon its
passage and adoption.
PASSED AND ADOPTED on March 28, 2017.
ATTEST: oyipM's Frr r:
Aad-�n
LOUISE STILSON, CMC AMARA JAM S,
CITY CLERK MAYOR
APPROVED AS T O ND CORRECTNESS:
THOMAS JJ. AN RO
CITY ATTORN Y
2 RESOLUTION#2017-027
lilt
Southeast Florida Governmental Purchasing
Cooperative Group
CONTRACT AWARD
Please complete each of the applicable boxes and submit with bid documents, award notices and tabulations to
(piper@mvboca.us for placement on the NIGP SEFL website Cooperative contract page.
BID/RFP No. RFP E-13-17
Descriptionfritle: UNLEADED GASOLINE&DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL PURCHASING COOPERATIVE GROUP
Initial Contract Term: Start Date: March 15, 2017 End Date: March 14, 2020
Renewal Terms of the Contract: 1 Renewal Options for 2 years
(No.of Renewals) (Period of Time)
Renewal No. 1 Start Date: March 15, 2020 End Date: March 14,2022
Renewal No. Start Date: End Date:
Renewal No. Start Date: End Date:
SECTION#1 VENDOR AWARD
Vendor Name: Port Consolidated Inc.
VendorAddress: 3141 Se 14th Ave.
Contact: Don Carlton, President
Phone: 800-683-5823 Fax: 954-527-1191
Cell/Pager: Email Address: cspev@portconsolidated.com;
Website: FEIN: 59-1173292
SECTION#2 AWARD/BACKGROUND INFORMATION
Award Date: March 15,2017 Resolution/Agenda Item No.:
Insurance Required: Yes X No
Performance Bond Required: Yes No
SECTION#3 LEAD AGENCY
Agency Name: City of Pompano Beach
Agency Address: 100 W Atlantic Blvd, Pompano Beach, FL 33060
Agency Contact: Antonio PUCCI Email antonio.pucci@copbfl.com
Telephone: 954-786-5504 Fax:
or. 1 1
ORDINANCE NO.2017- 3 2
CITY OF POMPANO BEACH
Broward County,Florida
AN ORDINANCE OF THE CITY COMMISSION OF THE
CITY OF POMPANO BEACH, FLORIDA, APPROVING AND
AUTHORIZING THE PROPER CITY OFFICIALS TO
EXECUTE AN AGREEMENT BETWEEN THE CITY OF
POMPANO BEACH AND PORT CONSOLIDATED,INC.FOR
THE PURCHASE OF UNLEADED GASOLINE AND DIESEL
FUEL, WITH THE CITY OF POMPANO ACTING AS THE
LEAD AGENCY FOR THE SOUTHEAST FLORIDA
GOVERNMENTAL PURCHASING COOPERATIVE GROUP;
PROVIDING FOR SEVERABILITY; PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City of Pompano Beach,acting as lead agency for the Southeast Florida
Governmental Purchasing Cooperative Group,enters into a contract with Port Consolidated, Inc,
for the purchase of unleaded gasoline and diesel fuel, in accordance with the pricing,terms and
conditions of RFP E-13-17;and
WHEREAS, pursuant to law, ten (10) days` notice has been given by publication in a
paper of general circulation in the City, notifying the public of this proposed ordinance and of a
public hearing in the City Commission Chambers of the City of Pompano Beach;and
WHEREAS, a public hearing before the City Commission was held pursuant to the
published notice described above, at which hearing the parties in interest and all other citizens so
desiring had an opportunity to be and were, in fact, heard;now,therefore,
BE IT ENACTED BY THE CITY OF POMPANO BEACH,FLORIDA:
SECTION 1. The above referenced "Whereas" clauses are true and correct and made a
part hereof.
1
SECTION 2, That the proper City officials are hereby authorized to execute said
Agreement with Port Consolidated, Inc. pursuant to RFP E-13-17.
SECTION 3. If any provision of this Ordinance or the application thereof to any person
or circumstance is held invalid,such invalidity shall not affect other provisions or applications of
this Ordinance that can be given effect without the invalid provision or application, and to this
end the provisions of this Ordinance are declared to be severable.
SECTION 4. This Ordinance shall become effective upon passage.
PASSED FIRST READING this 28th day of_ February ,2017.
PASSED SECOND READING this 14th day of March ,2017.
L FIS_#MrMAYOR
ATTEST:
ASCELETA HAMMOND,CITY CLERK
lfrm
2/1b/17
L.ord/2017-132
2
CONTRACT
IS AGREEMENT is made and entered into this / 4-4 day of
n►rC , 2017, by the CITY OF POMPANO BEACH, hereinafter referred to
as "City" and PORT CONSOLIDATED, INC., a Florida corporation, hereinafter referred to as
"Contractor."
WHEREAS, City requires services which Contractor is capable of providing, under the
terms and conditions hereinafter described or referenced; and
WHEREAS, Contractor is able and prepared to provide such services as City does
hereinafter require,under those terms and conditions set forth; and
WHEREAS, the City of Pompano Beach is acting as lead agency for the Southeast Florida
Governmental Purchasing Cooperative Group, and the City enters into a contract with Port
Consolidated, Inc. for the purchase of unleaded gasoline and diesel fuel, in accordance with the
pricing,terms and conditions of RFP E-13-17; and
WHEREAS, Contractor agrees to provide all members of the Southeast Florida
Governmental Purchasing Cooperative Group with the same pricing as the City of Pompano Beach.
NOW, THEREFORE, in consideration of those mutual promises and the terms and
conditions set forth hereafter, the parties agree as follows:
1. Contract Documents. The Contract Documents consist of this Agreement; Exhibit
"A" — RFP E-13-17; Exhibit "B" — Proposal of Port Consolidated, Inc.; Exhibit "C" — Rate
Schedule; and all written change orders and modifications issued after execution of this Agreement.
These form the Contract and all are as fully a part of the Contract as if attached to this Agreement or
repeated herein.
2. Purpose. City hereby contracts with Contractor to provide for the purchase of
unleaded gasoline and diesel fuel upon the terms and conditions herein set forth and the Contract
Documents.
3. Scope of Work. Contractor will provide the services to be rendered as set forth in
Exhibit "A" (RFP E-13-17), attached hereto and by reference incorporated herein and made a part
hereof. Contractor agrees to provide all members of the Southeast Florida Governmental
Purchasing Cooperative Group, as listed in Attachment "B" of RFP E-13-17, ("Participating
Agencies"), and as may be added during the period of this Agreement, with the same pricing as the
City of Pompano Beach.
4. Term of Contract. This Contract shall be for a term of three (3) years or less
beginning with the date this Contract is frilly executed by both parties.
5. Renewal. In the event City determines the Contractor to be in frill compliance with
this contract and Contractor's performance to be satisfactory, then City, with City Commission
approval, shall have the option to renew this contract for an additional period of two (2) years upon
the written consent of both the City and the Contractor, and provided that City will provide
notification within sixty(60)days of termination date of its intention.
6. Maximum Oblijzation. City agrees to pay Contractor in consideration for its products
and services described herein. It is the intention of the parties hereby to insure that unless otherwise
directed by the City in writing, Contractor will continue to provide services as specified in Exhibit
"A" for the term of the contract. City shall be responsible only for payment for products and
services provided to City and not for purchases from Contractor by Participating Agencies.
7. Price Fornula. City agrees to pay Contractor for performance of the services set
forth in this Agreement as set forth in the Rate Schedule attached hereto as Exhibit "C" and
incorporated herein.
S. Invoices. Contractor shall submit the invoices to City and Participating Agencies for
their agency's purchases only, and payments made in the manner provided in Paragraph U.11 of
RFP E-13-17. All payments by the City and Participating Agencies, shall be made after the service
has been provided.
9. Disputes.
A. Any factual disputes between City and the Contractor in regard to this
Agreement shall be directed to the City Manager for the City, and such decision shall be final.
B. Any action brought against either party to enforce this Agreement will be
brought in Broward County,Florida.
10. Communications. All notices hereunder and communications with respect to this
Agreement shall be effective upon the mailing thereof to the persons named below.
If to Contractor: Port Consolidated,Inc.
Donald R. Carlton,Jr.,President
P. O. Box 350430
Fort Lauderdale, Florida 33335
If to City: City of Pompano Beach
City Manager
P. O. Box 1300
Pompano Beach, Florida 33060
11. Information and Documents. All information, data, reports, as are existing, if any,
and necessary for carrying out the work as outlined in Exhibit "A" hereof, shall be furnished to
Contractor without charge by City, and City shall cooperate in the carrying out of the work without
undue delay.
Service Contract Page 2 of 7
13-17. 12. Termination. This Agreement may be terminated pursuant to Paragraph Q of RFP E-
13. Force Majeure. Contractor shall not be held responsible for losses, delays, failure to
perform or excess costs caused by events beyond the control of the Contractor. Such events may
include, but are not restricted to the following: Acts of God; fire, epidemics, earthquake, flood or
other natural disaster; acts of the government; riots, strikes, war or civil disorder; unavailability of
fuel.
14. Insurance. Throughout the term of this Agreement, Contractor shall procure and
maintain liability insurance in the type and amounts set forth in RFP E-13-17 attached hereto. Such
insurance shall specify that it is issued on an "occurrence" basis. Contractor shall name City as
additional insured on said policies and shall provide evidence of such insurance. Such policies shall
provide that they may not be canceled without at least thirty(30)days' notice to City.
15. Indemnity. The Contractor shall defend, indemnify and hold the City, all
Participating Agencies in the Purchasing Cooperative Group, its officers, officials, employees and
volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney
fees, arising out of or in connection with the performance of this Agreement, except for injuries and
damages caused by the sole negligence of the City. The parties agree that one percent (1%)of the
total compensation paid to Contractor for the work of the contract shall constitute specific
consideration to Contractor for the indemnification to be provided under the contract. Nothing in
this Agreement shall be construed to affect in any way the rights, privileges and immunities of the
City and agencies, as set forth in Section 768.28, Florida Statutes.
16. Assignment. Contractor shall not assign all or any portion of this Agreement without
the prior written consent of the City, and it is agreed that said consent must be sought in writing by
Contractor not less than fifteen(15) days prior to the date of any proposed assignment.
17. Performance Under Law. The Contractor, in the performance of duties under the
Agreement, agrees to comply with all applicable local, state and/or federal laws and ordinances
including, but not limited to, standards of licensing, conduct of business and those relating to
criminal activity.
18. Audit and Inspection Records. The Contractor shall permit the authorized
representatives of the City to inspect and audit all data and records of the Contractor, if any,relating
to performance under the contract until the expiration of three years after final payment under this
contract.
The Contractor further agrees to include in all his subcontracts hereunder a provision
to the effect that the subcontractor agrees that City or any of their duly authorized representatives
shall, until the expiration of three years after final payment under the subcontractor, have access to
and the right to examine any directly pertinent books, documents, papers and records of such
subcontractor,involving transactions related to the subcontractor.
19. Adherence to Law. Both parties shall adhere to all applicable laws governing their
relationship with their employees including, but not limited to, laws, rules, regulations and policies
Service Contract Page 3 of 7
concerning worker's compensation, unemployment compensation and minimum wage
requirements.
20. Independent Contractor. The Contractor shall be deemed an independent Contractor
for all purposes, and the employees of the Contractor or any of its contractors, subcontractors and
the employees thereof, shall not in any manner be deemed to be employees of City. As such, the
employees of the Contractor, its Contractors or subcontractors, shall not be subject to any
withholding for tax, social security or other purposes by City, nor shall such Contractor,
subcontractor or employee be entitled to sick leave,pension benefits,vacation,medical benefits, life
insurance, workers or unemployment compensation or the like from City.
21. Ordering and Payment. It is understood and agreed that the City of Pompano Beach
is not a legally bound party to any contractual agreement made between any other agency and the
Contractor as a result of this Agreement or purchases made between other agencies. After award of
contract to Contractor, the City reserves the right to issue purchase orders in accordance with the
terms of this contract.
22. Mutual cooperation. The Contractor recognizes that the performance of this contract
is essential to the provision of vital public services and the accomplishment of the stated goals and
mission of City. Therefore, the Contractor shall be responsible to maintain a cooperative and good
faith attitude in all relations with City and shall actively foster a public image of mutual benefit to
both parties. The Contractor shall not make any statements or take any actions detrimental to this
effort.
23. Public Records.
A. The City of Pompano Beach is a public agency subject to Chapter 119,
Florida Statutes. The Contractor shall comply with Florida's Public Records Law, as amended.
Specifically, the Contractor shall:
1. Keep and maintain public records required by the City in order to
perform the service.
2. Upon request from the City's custodian of public records, provide the
City with a copy of requested records or allow the records to be inspected or copied within a
reasonable tirne at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or
as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the Contractor does not
transfer the records to the City.
4. Upon completion of the contract, transfer, at no cost to the City, all
public records in possession of the Contractor, or keep and maintain public records required by the
City to perform the service. If the Contractor transfers all public records to the City upon
completion of the contract, the Contractor shall destroy any duplicate public records that are exempt
or confidential and exempt from public records disclosure requirements. If the Contractor keeps
Service Contract Page 4 of 7
and maintains public records upon completion of the contract, the Contractor shall meet all
applicable requirements for retaining public records. All records stored electronically must be
provided to the City, upon request from the City's custodian of public records in a format that is
compatible with the information technology systems of the City.
B. Failure of the Contractor to provide the above described public records to the City
within a reasonable time may subject Contractor to penalties under 119.10, Florida Statutes, as
amended.
PUBLIC RECORDS CUSTODIAN
IF THE CONTRACTOR HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT:
CITY CLERK
100 W. Atlantic Blvd., Suite 253
Pompano Beach, Florida 33060
(954) 786-4611
RecordsCustodian a,copb1com
24. Governing Law. This Agreement has been and shall be construed as having been
made and delivered within the State of Florida, and it is agreed by each party hereto that this
Agreement shall be governed by the laws of the State of Florida, both as to interpretation and
performance. Any action at law, or in equity, shall be instituted and maintained only in courts of
competent jurisdiction in Broward County, Florida.
25. Waiver. Any waiver of any breach of the covenants herein contained to be
performed by Contractor shall not be deemed or considered as a continuing waiver and shall not
operate to bar or prevent the City from declaring a forfeiture for any succeeding breach either of the
same condition or covenant or otherwise.
26. Entire Agreement. This document incorporates and includes all prior negotiations,
correspondence, conversations, agreements or understandings applicable to the matters contained
herein, and the parties agree that there are no commitments, agreements or understandings
concerning the subject matter of this Agreement that are not contained in this document.
Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior
representations or agreements, whether oral or written.
27. Headings. The headings or titles to sections of this Agreement are not part of the
Agreement and shall have no effect upon the construction or interpretation of any part of this
Agreement.
Service Contract Page 5 of 7
28. Severability, Should any provision of this Agreement or the applications of such
provisions be rendered or declared invalid by a court action or by reason of any existing or
subsequently enacted legislation, the remaining parts of provisions of this Agreement shall remain
in full force and effect.
The City hereby promises and agrees with the Contractor to employ and does employ the
Contractor to provide the materials, if any, and to do and cause to do and be done the above-
described work and to complete and finish the same according to the attached plans and
specifications and the tenns and conditions herein contained and hereby contracts to pay for the
same according to the attached specifications and the schedule of unit or itemized prices hereto
attached, at the time and in the manner and upon the conditions provided for in this contract.
The Contractor for himself and for his heirs, executors, administrators, successors and
assigns, does hereby agree to the full performance of all the covenants herein contained upon the
part of the Contractor.
It is further provided that no liability shall be attached to the City by reason of entering into
this contract,except as expressly provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
the day and year hereinabove written.
Witnesses: CITY OF POMPANO BEACH
i By:
FISHER, AYOR
By:
GREGQ RRISON,CITY MANAGER
Attest:
ASCELETA HAMMOND,CITY CLERK (SEAL)
APPROVED AS TO FO
.BE ,CITY ATTORNEY
Service Contract Page 6 of
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me this day of OW C^ ,
2017,by LAMAR FISHER as Mayor,GREGORY P.HARRISON as City Manager,and ASCELETA HAMMOND
as City Clerk of the City of Pompano Beach, Florida, a municipal corporation,on behalf of the municipal corporation,
who is personally known to me.
NOTARY'S SEAL: NOTARY PUBLIC,ST ' OF FLORIDA
"0' KERVIN ALFRED (Name of Acknowledger Typed,Printed or Stamped)
Notary Public-State o1 Floride
Commission 0 00 000218
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80ededth►�,�*� 0ghNalionalNotaryAim. "CONTRACTOR"
PORT CONSOLIDATED, INC.
a Florida c oration
Witnesses:
By:
Print Name:
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(P 0 t or Type Name) Title:API
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(Print or Type Name)
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowleed before me this s`t a'� day�of_EC1/L L(of-1� ,2017,
.1 by 0 A--1 Of � � A�-� o.y ,/ � as P41 S of
PORT CONSOLIDATED,INC.,a Florida corporation on behalf of the corporation. He/she is personally known to me
or who has produced
(type of identification)as identification.
NOTARY'S SEAL: NOTARY PUBLIC,STATE OF FLORID
�•••, yp •• BRENDA J.AYERjFlorida
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?°zp- �,4�': Notary Public-State of (Name of Acknowledger Typed,Printed or tamped)
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Service Contract Page 7 of 7
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Florida 's Warmest Welcome
CITY OF POMPANO BEACH
REQUEST FOR PROPOSALS
E-13-17
UNLEADED GASOLINE & DIESEL FUEL
FOR SOUTHEAST FLORIDA GOVERNMENTAL
PURCHASING COOPERATIVE GROUP
RFP OPENING: January 20, 2017 2:00 P.M.
PURCHASING OFFICE
1190 N.E. 3RD AVENUE, BUILDING C (Front)
POMPANO BEACH, FLORIDA 33060
s
' SOUTHEAST FLORIDA GOVERNMENTAL PURCHASING COOPERATIVE
+h
1 1
TO OUR PROSPECTIVE CONTRACTORS:
The attached Invitation for Bid or Request for Proposal represents a cooperative procurement
for the Southeast Florida Governmental Purchasing Cooperative.
For the past several years, approximately forty-five(45)government entities have participated in
Cooperative Purchasing in Southeast Florida. The Southeast Florida Governmental Purchasing
Cooperative was formed in an effort to provide cost savings and cost avoidances to all entities
by utilizing the buying power of combined requirements for common, basic items.
The Government Agencies participating in this particular procurement and their respective
delivery locations are listed in the attached document.
Southeast Florida Governmental Purchasing Cooperative Procurement Operational Procedures:
• All questions concerning this procurement should be addressed to the issuing agency,
hereinafter referred to as the "lead agency". All responses are to be returned in accordance
with the instructions contained in the attached document. Any difficulty with participating
agencies referenced in this award must be brought to the attention of the lead agency.
• Each participating governmental entity will be responsible for awarding the contract, issuing
its own purchase orders, and for order placement. Each entity will require separate billings,
be responsible for payment to the Contractor(s) awarded this contract, and issue its own tax
exemption certificates as required by the Contractor.
• The Contract/purchase order terms of each entity will prevail for the individual participating
entity. Invoicing instructions, delivery locations and insurance requirements will be in
accordance with the respective agency requirements.
• Any reference in the documents to a single entity or location will, in fact, be understood as
referring to all participating entities referenced in the documents and rover letter unless
specifically noted otherwise.
• The awarded Contractor(s) shall be responsible for advising the lead agency of those
participants who fail to place orders as a result of this award during the contract period.
• The Contractor(s) shall furnish the Lead Agency a detailed Summary of Sales semi-annually
during the contract period. Sales Summary shall include contract number(s), contractor's
name, the total of each commodity sold during the reporting period and the total dollar
amount of purchases by commodity.
• Municipalities and other governmental entities which are not members of the Southeast
Florida Governmental Purchasing Cooperative are strictly prohibited from utilizing any
contract or purchase order resulting from this bid award However, other Southeast Florida
Governmental Purchasing Cooperative members may participate in their contract for new
usage, during the contract term, or in any contract extension term, if approved by the lead
2
agency. New Southeast Florida Governmental Purchasing Cooperative members may
participate in any contract on acceptance and approval by the lead agency.
• None of the participating governmental entities shall be deemed or construed to be a party
to any contract executed by and between any other governmental entity and the
Contractor(s)as a result of this procurement action.
I. "WORKING TOGETHER TO REDUCE COSTS"
3
December 20, 2016
CITY OF POMPANO BEACH, FLORIDA
REQUEST FOR PROPOSALS
E-13-17
UNLEADED GASOLINE & DIESEL FUEL
FOR SOUTHEAST FLORIDA GOVERNMENTAL
PURCHASING COOPERATIVE GROUP
The City of Pompano Beach, hereinafter referred to as CITY, is seeking proposals from qualified
firms to provide unleaded gasoline and diesel fuel to participating members of the Southeast
Florida Governmental Purchasing Cooperative Group.
The City will receive sealed proposals until 2:00 p.m. (local), January 20, 2017. Proposals
must be submitted electronically through the eBid System on or before the due date/time stated
above. Any proposal received after the due date and time specified, will not be considered. Any
uncertainty regarding the time a proposal is received will be resolved against the Proposer.
Proposer must be registered on the City's eBid System in order to view the solicitation
documents and respond to this solicitation. The complete solicitation document can be
downloaded for free from the eBid System as a pdf at:
httos://Domr)anobeachfl.ionwave.net/CurrentSourcinnEvents asr)x. The City is not responsible
for the accuracy or completeness of any documentation the Proposer receives from any source
other than from the eBid System. Proposer is solely responsible for downloading all required
documents. Responses will be electronically unsealed in a public forum and read aloud.
Introduction
The intent of this solicitation is to establish an annual, open-end contract for the purchase of
unleaded gasoline and diesel fuel, as and when needed. The City is acting as the lead agency
for the Southeast Florida Governmental Purchasing Cooperative, and this solicitation includes
the requirements of both the City and the participating agencies named herein. Any reference
to a single agency or location will in fact, be understood as referring to all participating agencies
referenced in the documents unless specifically noted otherwise.
A. Obiectives
1. Contract for diesel and unleaded gasoline products with suppliers that have
access to volumes of substantial petroleum products at Port Everglades either
via contractual allocations or direct ownership, and have proven stable business
operations, including provisions for delivery capabilities, business continuity and
supply to the participating agencies in emergency situations.
2. Obtain the fuels at competitive market rates.
B. Scope Of Services
Attachment"A"—Specifications and Requirements
4
Attachment "B" — Locations of Participating Agencies fuel locations and contact
personnel.
C. Participating Agencies
Agency Name Address Contact Person Phone 4
1 Broward Count 1 University Drive
y Plantation,FL 33301 Alfred Clauson 954 357-6477
2 Boca Raton,Cityof 201 W.Palmetto Park Rd.
Boca Raton,FL 33432 Lynne Piper 561 393-7878
3 Coconut Creek,City of 4900 W Copans Rd Lorie Messer 954 956-1584
Coconut Creek,FL 33063
4 Cooper City,City of 9090 SW 50 Place Kerri-Anne Fisher 954 434-4300
Cooper City,FL 33328 x268
5 Coral Springs,Cit of 4181 NW 1221 Ave
y Coral Springs FL 33065 Alan Distefano 954 345-2235
6 Dania Beach Cityof 100 W Dania Beach Blvd
' Dania Beach,FL 33004 Ronnie Navarro 954 924-6808
7 Davie,Town of 6591 Orange Dr Brian O'Connor 954 797-1016
Davie,FL 33314
8 Deerfield Beach, City 401 SW 0'St. Ivelsa Guzman 954 480-4486
of Deerfield Beach,FL 33441
9 Ft.Lauderdale,City of 100 N Andrews Ave. Sandy Leonard 954 828-5781
Ft.Lauderdale,FL 33301
10 Green Acres,FL 5800 Melaleuca Lane Monica Powery 561 642-2089
Green Acres,FL 33463
11 Hallandale Beach, City 400 S Federal Highway Andrea Lues 954 457-1332
of Hallandale Beach,FL 33009
12 Hillsborough Beach, 1210 Hillsboro Mile Jim Pugliese 954-427-6600
Town of Hillsborough Beach,FL 33062
13 Hollywood,Cityof 2600 Hollywood Blvd.
y Hollywood,FL 33020 Paul Bassar 954 921-3552
14 Lauderdale Lakes, City 3463 NW 43 Ave. Robin Soodeen 954 535-2758
of Lauderdale Lakes,FL 33319
15 Lauderhill,City of 1919 NW 55'h Ave. Manny Cerezo 954 790-2966
Lauderhill,FL 33319
16 Lighthouse Point, City 4730 NE 21st Terrace Charles Schramm 954 946-7386
of Lighthouse Point,FL 33064
17 Mai-gate,Cit of 5790 Margate Blvd
y Margate,FL 33063 Spencer Sliambray 954 935-5341
18 Miami,Cityof 444 SW 2"d Ave 6"'Flr.
Miami,FL 33130 Eduardo Falcon 305 416-1901
19 Miami Gardens,City of 18605 NW 27 Ave. Tom Ruiz 305 622-8000
Miami Gardens,FL 33055
5
20 Miramar,Cityof 13900 Pembroke Rd.
Miramar,FL 33027 Alicia Ayum 954 602-3121
21 N Miami,Cityof 776 NE 125 St.
N Miami,FL 33161 Alberto Destrade 305 895-9886
22 N Miami Beach, City 2101 NE 159th Street, Joel Wasserman 305 948-2946
of N Miami Beach,FL 33162
23 North Palm Beach, 645 Prosperity Farms Road Susanne 561 841-3375
Village of N.Palm Beach,FL 33408 Hachigian
24 Palm Beach,Town of 951 Old Okeechobee Rd. Adis Pedraza 561 227-7000
West Palm Beach,FL 33401
25 Palm Springs, Village 226 Cypress Lane Ken Dye 561 965-5770
of Palm Springs,FL 33461
26 Pembroke Park, Town 3150 SW 52nd Ave. Todd Larson 954 966-4600
of Pembroke Park,FL 33023 Ext.238
27 Pembroke Pines, City 13975 Pembroke Rd Mark Gomes 954 518-9020
of Pembroke Pines,FL 33027
28 Plantation,City of 400 NW 73rd Avenue Charles Spencer 954 797-2647
Plantation,FL 33317
29 Pompano Beach, City 1190 NE V Ave,Bldg C Jeff English 954 786-4098
of Pompano Beach,FL 33060
30 Riviera Beach,Cityof 2051 MLK Blvd. Ste. 310
Riviera Beach,FL 33404 Rebecca Reed 561 882-1809
31 School Board, Broward 7720 W Oakland Park Blvd. Al Shelton 754 321-0520
Cty #323,Sunrise,FL 33351
32 School District, Palm 3300 Forest Hills Blvd. Morris Simpson 561 434-8172
Beach County West Palm Beach,FL 33406
33 Sheriffs Office, 2601 West Broward Blvd Rick Torres 954 831-8170
Broward County Ft Lauderdale,FL 33312
34 Southwest Ranches, 13400 Griffin Road Sandy Luongo 954 343-7476
Town of Southwest Ranches,FL 33330
35 Sunrise,Cityof 10770 Oakland Pk Blvd 3rd Fir
Sunrise,FL 33351 Wendy Lorenzo 954 572-2485
36 Tamarac,City of 7525 N.W.88"Ave. Keith Glatz 954 597-3567
Tamarac,FL 33321
37 West Palm Beach, 401 Clematis Street Nate Rubel 561 822-2109
City of W Palm Beach,FL 33401
38 Weston,Cityof 2599 S Post Road
Weston,FL 33327 Karl Thompson 954 385-2600
[39 Wilton Manors,City of 524 NE 21 Ct. David Archacki 954 390-2190
Wilton Manors,FL
6
D. Term of Contract
The initial contract period shall be one year, commencing upon award by the appropriate
City officials.
The City reserves the right to renew this agreement for four(4)additional one-year
periods subject to vendor acceptance, satisfactory performance, and determination that
renewal will be in the best interest of the City. All terms, prices and conditions shall
remain firm for the initial period of the contract, and any renewal period. Renewals may
be approved and executed by the City Manager or their designee.
The City may require additions or deletions of participating agencies. This may entail
additional agencies and locations, and/or deletion of previous participating agencies.
The Contractor shall serve all required additions or deletions, as requested by the City,
according to the terms and conditions of the solicitation.
In the event delivery/service is scheduled to end because of the expiration of this
contract, the Contractor shall continue to deliver/service upon the request of the General
Services Director. The extension period shall not extend for more than ninety(90) days
beyond the expiration date of the existing contract. The Contractor shall be
compensated for the product/service at the rate in effect when this extension clause is
invoked by the City.
E. Required Proposal Submittal
Submission/Format Requirements
Sealed proposals shall be submitted electronically through the eBid System on or before
the due date/time stated above. Proposer shall upload response as one (1) file to the
eBid System. The file size for uploads is limited to 100 MB. If the file size exceeds 100
MB the response must be split and uploaded as two (2)separate files.
Information to be included in the proposal: In order to maintain comparability and
expedite the review process, it is required that proposals be organized in the manner
specified below, with the sections clearly labeled:
1. Cover letter: A cover letter signed by an authorized representative of the firm.
The letter should present an overview of the Proposer's organization and will
include the firm name, address, principal contact person for this proposal, e-mail
address, phone number, and fax number. A brief description of the firm's history
and corporate affiliations.
2. Qualifications, capabilities, and experience: Qualifications and specialized
experience of proposer for providing the type of products described in the
Specifications and Requirements(Attachment"A")of this RFP.
a. State proposer's capability to provide these types of products on a local
(Port Everglades) and regional/national level.
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b. List of representative current customers comparable in size and scope to
this RFP for which the Proposer is providing petroleum products. The list
should include the name and address of each client's contact person,
telephone and fax numbers, e-mail address and a general description of
the existing business relationship.
3. Personnel: Identify the proposed contact persons and telephone numbers for
ordering services, for invoicing questions, and other key (customer service)
personnel that will be assigned to this account.
4. Address how Proposer will ensure its contractual obligation to the Co-Op.
Include any contractual obligations to supply fuel to other entities that could affect
the Co-Op's supply of fuel. If Proposer is a fuel distributor (not a fuel terminal
operator) also provide proof of monthly fuel sale volumes, including copies of any
Letter of Intent or contractual agreements with terminal operators.
5. Obligations of the participating agencies: Describe the requirements
(operational, legal, agreements, insurance, etc.) for the sale and delivery of
petroleum products. Copies of any and all required terms and conditions,
agreements, notices, or procedural descriptions should be attached to the
proposal response. Proposers should describe in detail any product volume
purchase requirements which would be required of each aarticip_ating agency
on a monthly basis.
6. Contingency plan of action. Firms should describe a plan of action to
assure product availability (including requirements for additional products
before and after an emergency situation), and avoid disruption of supply
during any emergency situation (e.g. hurricanes). Describe your storage
and distribution logistics plan to include but not be limited to: ownership
or control of storage facilities in the Tri-County area, agreements or
partnerships with fuel transportation providers to supplement existing
delivery capabilities, redundant communication capabilities, and
emergency power generation. Availability of fuels at other terminals on a
regional basis should also be described in this plan of action submittal.
7. Price Proposal: Submit your firm, fixed price proposal for providing all services,
materials, etc. required for sale of petroleum products as outlined on Attachment
A-item 2 "pricing methodology"with the proposal response.
8. Alternate Proposals:
a. An option is afforded to all proposers to submit, in addition to their original
proposal, an alternate proposal, which excludes the provision of
transportation services for the petroleum products, included in this RFP.
Transportation services would be the responsibility of that participating
agency, typically with vehicles owned and operated by the agency.
Proposers wishing to submit on this basis should clearly indicate in the
alternative proposal response the discount from the differential provided
in the pricing pages and any requirements to be met by the participating
agency, such as insurance provisions to be supplied and certifications for
vehicles and operators.
8
b. For the potential use of some participating agencies, the opportunity is
afforded to all proposers to provide the option to pre-arrange purchase of
fixed volume(s) of product(s) at a fixed price from time to time thereby
assuring:
I. Product availability of fixed volume(s)on a ratable basis over a
defined period of time, presumable in monthly increments.
ii. Established pre-agreed fixed pricing point(s) for product(s)
during that established period of time, regardless of market
conditions.
Proposers wishing to provide an alternate proposal on a fixed volume/fixed price
basis should provide minimum and, if applicable, maximum monthly volumes
applicable or percentage of agency estimated ratable demand that could be
contracted for on this basis. If available, provide a copy of standard terms and
conditions that would generally apply to such a transaction.
9. Addenda, Additional Information:
Any addenda or answers to written questions supplied by the City to potential
proposers become part of this Request for Proposal and any resulting contract.
The proposal form should be signed by an authorized company representative,
dated and returned with the proposal.
10, Contract with Participating Agencies:
No negotiations, decisions or action shall be initiated or executed by the Offeror
as a result of any discussions with any participating agency or representative of
those agencies. Only those communications, which are in writing from the
Purchasing Agent, or other designee, of the City of Pompano Beach may be
considered as a duly authorized expression. Also, only communications from
Offerors that are signed and in writing will be recognized by the City as duly
authorized expressions on behalf of the Offeror.
Litigation:
Disclose any litigation within the past five (5)years arising out your firm's performance.
City Forms:
The RFP Proposer Information Page Form and any other required forms must be
completed and submitted electronically through the City's eBid System.
F. Insurance
The insurance described herein reflects the insurance requirements deemed necessary
for this contract by the City. It is not necessary to have this level of insurance in effect at
the time of submittal, but certificates indicating that the insurance is currently carried or a
letter from the Carrier indicating upgrade ability will speed the review process to
determine the most qualified Proposer.
9
The successful Proposer(s) shall not commence operations until certification or proof of
insurance, detailing terms and provisions of coverage, has been received and approved
by the City of Pompano Beach Risk Manager.
If you are responding to a solicitation and have questions regarding the insurance
requirements hereunder, please contact the City's Purchasing Department at (954) 786-
4098. If the contract has already been awarded, please direct any queries and proof of
the requisite insurance coverage to City staff responsible for oversight of the subject
project/contract.
CONTRACTOR is responsible to deliver to the CITY for timely review and written
approval/disapproval Certificates of Insurance which evidence that all insurance required
hereunder is in full force and effect and which name on a primary basis, the CITY as an
additional insured on all such coverage.
Throughout the term of this Agreement, CITY, by and through its Risk Manager, reserve
the right to review, modify, reject or accept any insurance policies required by this
Agreement, including limits, coverages or endorsements. CITY reserves the right, but
not the obligation, to review and reject any insurer providing coverage because of poor
financial condition or failure to operate legally.
Failure to maintain the required insurance shall be considered an event of default. The
requirements herein, as well as CITY's review or acceptance of insurance maintained by
CONTRACTOR, are not intended to and shall not in any way limit or qualify the liabilities
and obligations assumed by CONTRACTOR under this Agreement.
Throughout the term of this Agreement, CONTRACTOR and all subcontractors or other
agents hereunder, shall, at their sole expense, maintain in full force and effect, the
following insurance coverages and limits described herein, including endorsements.
1. Worker's Compensation Insurance covering all employees and providing benefits
as required by Florida Statute, Chapter 440, regardless of the size of the
company(number of employees) or the state in which the work is to be
performed or of the state in which Contractor is obligated to pay compensation to
employees engaged in the performance of the work. Contractor further agrees to
be responsible for employment, control and conduct of its employees and for any
injury sustained by such employees in the course of their employment.
2. Liability Insurance
a. Naming the City of Pompano Beach as an additional insured as City's
interests may appear, on General Liability Insurance only, relative to
claims which arise from Contractor's negligent acts or omissions in
connection with Contractor's performance under this Agreement.
b. Such Liability insurance shall include the following checked types of
insurance and indicated minimum policy limits.
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Type of Insurance Limits of Liability
GENERAL LIABILITY: Minimum$2,000,000 Per Occurrence and
$2,000,000 Per Aggregate
*Policy to be written on a claims incurred basis
XX comprehensive form bodily injury and property damage
XX premises-operations bodily injury and property damage
explosion&collapse
hazard
_ underground hazard
XX products/completed bodily injury and property damage combined
operations hazard
XX contractual insurance bodily injury and property damage combined
XX broad form property damage bodily injury and property damage combined
XX independent contractors personal injury
XX personal injury
sexual abuse/molestation Minimum$1,000,000 Per Occurrence and Aggregate
---------------------------------------------------------------------------------------------------------------------
AUTOMOBILE LIABILITY: Minimum$1,000,000 Per Occurrence and$2,000,000 Per
Aggregate. Bodily injury(each person)bodily injury
(each accident),property damage,bodily injury and
property damage combined.
XX comprehensive form
owned
_ hired
non-owned
---------------------------------------------------------------------------------------------------------------------
REAL &PERSONAL PROPERTY
comprehensive form Agent must show proof they have this coverage.
---------------------------------------------------------------------------------------------------------------------
EXCESS LIABILITY Per Occurrence Aggregate
other than umbrella bodily injury and $1,000,000 $1,000,000
property damage
combined
---------------------------------------------------------------------------------------------------------------------
PROFESSIONAL LIABILITY Per Occurrence Aggregate
XX *Policy to be written on a claims made basis $2,000,000 $2,000,000
---------------------------------------------------------------------------------------------------------------------
c. If Professional liability insurance is required, Contractor agrees the
indemnification and hold harmless provisions of the Agreement shall
11
survive the termination or expiration of the Agreement for a period of
three (3) years unless terminated sooner by the applicable statute of
limitations.
3. Employer's Liability. CONTRACTOR and all subcontractors shall,for the benefit
of their employees, provide, carry, maintain and pay for Employer's Liability
Insurance in the minimum amount of One Hundred Thousand [dollars
($100,000.00)per employee, Five Hundred Thousand Dollars($500,000) per
aggregate.
4. Policies: Whenever, under the provisions of this Agreement, insurance is
required of the CONTRACTOR, the CONTRACTOR shall promptly provide the
following:
a. Certificates of Insurance evidencing the required coverage;
b. Names and addresses of companies providing coverage;
C. Effective and expiration dates of policies; and
d. A provision in all policies affording CITY thirty (30) days written notice by
a carrier of any cancellation or material change in any policy.
5. Insurance Cancellation or Modification. Should any of the required insurance
policies be canceled before the expiration date, or modified or substantially
modified, the issuing company shall provide thirty(30)days written notice to the
CITY.
6. Waiver of Subrogation. CONTRACTOR hereby waives any and all right of
subrogation against the CITY, its officers, employees and agents for each
required policy. When required by the insurer, or should a policy condition not
permit an insured to enter into a pre-loss agreement to waive subrogation without
an endorsement, then CONTRACTOR shall notify the insurer and request the
policy be endorsed with a Waiver of Transfer of Rights of Recovery Against
Others, or its equivalent. This Waiver of Subrogation requirement shall not apply
to any policy which includes a condition to the policy not specifically prohibiting
such an endorsement, or voids coverage should CONTRACTOR enter into such
an agreement on a pre-loss basis.
The successful proposer shall furnish to the City the certification or proof of insurance
required by the provisions set forth above,within ten(10) days after notification of award
of contract. Certificate(s)to be issued to City of Pompano Beach, Attention Risk
Manager, 100 West Atlantic Boulevard, Pompano Beach, Florida, 33060.
G. Selection/Evaluation Process
A Selection/Evaluation Committee will be appointed to select the most qualified firm(s).
The Selection/Evaluation Committee will present their findings to the City Commission.
Proposals will be evaluated using the following criteria.
12
Criteria Point Range
1. Firm Qualifications and Capabilities 0-40
(Factors including but not limited to the following)
• Fuel supply delivery capability from Port Everglades
• Contracting Terms and Conditions proposed
2. Emergency Supply Capabilities 0-20
(Factors including but not limited to the following)
• Control of storage facilities in Tri-County area
• Contingency plan of action
• Availability of regional emergency storage
3. References 0-10
(Factors including but not limited to the following)
• Years experience
• Number of Locations
4. Cost 0-30
Total 0-100
The Committee has the option to use the above criteria for the initial ranking to short-list
Proposers and to use an ordinal ranking system to score short-listed Proposers following
presentations (if deemed necessary) with a score of "1" assigned to the short-listed
Proposer deemed most qualified by the Committee.
Each firm should submit documentation that evidences the firm's capability to provide
the services required for the Committee's review for short listing purposes. After an
initial review of the Proposals, the City may invite Proposers for an interview to discuss
the proposal and meet firm representatives, particularly key personnel who would be
assigned to the project. Should interviews be deemed necessary, it is understood that
the City shall incur no costs as a result of this interview, nor bear any obligation in further
consideration of the submittal.
When more than three responses are received, the committee shall furnish the City
Commission (for their approval) a listing, in ranked order, of no fewer than three firms
deemed to be the most highly qualified to perform the service. If three or less firms
respond to the RFP, the list will contain the ranking of all responses.
The City Commission has the authority to (including, but not limited to); approve the
recommendation; reject the recommendation and direct staff to re-advertise the
13
solicitation; or, review the responses themselves and/or request oral presentations and
determine a ranking order that may be the same or different from what was originally
presented to the City Commission.
H. Hold Harmless and Indemnification
Proposer covenants and agrees that it will indemnify and hold harmless the City and all
of its officers, agents, and employees from any claim, loss, damage, cost, charge or
expense arising out of any act, action, neglect or omission by the Proposer, whether
direct or indirect, or whether to any person or property to which the City or said parties
may be subject, except that neither the Proposer nor any of its subcontractors will be
liable under this section for damages arising out of injury or damage to persons or
property directly caused by or resulting from the sole negligence of the City or any of its
officers, agents or employees.
I. Retention of Records and Right to Access
The selected firm shall maintain during the term of the contract all books of account,
receipt invoices, reports and records in accordance with generally accepted accounting
practices and standards. The form of all records and reports shall be subject to the
approval of the City's Internal Auditor. The selected firm must comply with the Internal
Auditor's recommendation for changes, additions, or deletions. The City's Internal
Auditor must be permitted during normal business hours to audit and examine the books
of account, reports, and records relating to this contract. The selected firm shall
maintain and make available such records and files for the duration of the contract and
retain them until the expiration of three years after final payment under the contract.
J. Communications
No negotiations, decisions, or actions shall be initiated or executed by the firm as a
result of any discussions with any City employee. Only those communications, which
are in writing from the City, may be considered as a duly authorized expression on
behalf of the City. In addition, only communications from firms that are signed and in
writing will be recognized by the City as duly authorized expressions on behalf of firms.
K. No Discrimination
There shall be no discrimination as to race, sex, color, age, religion, or national origin in
the operations conducted under any contract with the City.
L. Independent Contractor
The selected firm will conduct business as an independent contractor under the terms of
this contract. Personnel services provided by the firm shall be by employees of the firm
and subject to supervision by the firm, and not as officers, employees, or agents of the
City. Personnel policies, tax responsibilities, social security and health insurance,
employee benefits, purchasing policies and other similar administrative procedures
applicable to services rendered under this agreement shall be those of the firm.
M. Staff Assionment
14
The City of Pompano Beach reserves the right to approve or reject, for any reasons,
Proposer's staff assigned to this project at any time. Background checks may be
required.
N. Contract Terms
The contract resulting from this RFP shall include, but not be limited to the following
terms:
The contract shall include as a minimum, the entirety of this RFP document, together
with the successful Proposer's proposal. Contract shall be prepared by the City of
Pompano Beach City Attorney.
If the City of Pompano Beach defends any claim, demand, cause of action, or lawsuit
arising out of any act, action, negligent acts or negligent omissions, or willful misconduct
of the contractor, its employees, agents or servants during the performance of the
contract, whether directly or indirectly, contractor agrees to reimburse the City of
Pompano Beach for all expenses, attorney's fees, and court costs incurred in defending
such claim, cause of action or lawsuit.
O. Waiver
It is agreed that no waiver or modification of the contract resulting from this RFP, or of
any covenant, condition or limitation contained in it shall be valid unless it is in writing
and duly executed by the party to be charged with it, and that no evidence of any waiver
or modification shall be offered or received in evidence in any proceeding, arbitration, or
litigation between the parties arising out of or affecting this contract, or the right or
obligations of any party under it, unless such waiver or modification is in writing, duly
executed as above. The parties agree that the provisions of this paragraph may not be
waived except by a duly executed writing.
P. Survivorship Rights
This contract resulting from this RFP shall be binding on and inure to the benefit of the
respective parties and their executors, administrators, heirs, personal representative,
successors and assigns.
Q. Termination
The contract resulting from this RFP may be terminated by the City of Pompano Beach
without cause upon providing contractor with at least sixty (60)days prior written notice.
Should either party fail to perform any of its obligations under the contract resulting from
this RFP for a period of thirty (30) days after receipt of written notice of such failure, the
non-defaulting part will have the right to terminate the contract immediately upon delivery
of written notice to the defaulting part of its election to do so. The foregoing rights of
termination are in addition to any other rights and remedies that such party may have.
R. Manner of Performance
15
Proposer agrees to perform its duties and obligations under the contract resulting from
this RFP in a professional manner and in accordance with all applicable local, federal
and state laws, rules and regulations.
Proposer agrees that the services provided under the contract resulting from this RFP
shall be provided by employees that are educated, trained and experienced, certified
and licensed in all areas encompassed within their designated duties. Proposer agrees
to furnish the City of Pompano Beach with all documentation, certification, authorization,
license, permit, or registration currently required by applicable laws or rules and
regulations. Proposer further certifies that it and its employees are now in and will
maintain good standing with such governmental agencies and that it and its employees
will keep all license, permits, registration, authorization or certification required by
applicable laws or regulations in full force and effect during the term of this contract.
Failure of Proposer to comply with this paragraph shall constitute a material breach of
contract.
S. Acceptance Period
Proposals submitted in response to this RFP must be valid for a period no less than
ninety(90)days from the closing date of this solicitation.
T. RFP Conditions and Provisions
The completed proposal (together with all required attachments) must be submitted
electronically to City on or before the time and date stated herein. All Proposers, by
electronic submission of a proposal, shall agree to comply with all of the conditions,
requirements and instructions of this RFP as stated or implied herein. All proposals and
supporting materials submitted will become the property of the City.
Proposer's response shall not contain any alteration to the document posted other than
entering data in spaces provided or including attachments as necessary. By submission
of a response, Proposer affirms that a complete set of solicitation documents was
obtained from the eBid System or from the Purchasing Division only and no alteration of
any kind has been made to the solicitation. Exceptions or deviations to this proposal may
not be added after the submittal date.
All Proposers are required to provide all information requested in this RFP. Failure to do
so may result in disqualification of the proposal.
The City reserves the right to postpone or cancel this RFP, or reject all proposals, if in its
sole discretion it deems it to be in the best interest of the City to do so.
The City reserves the right to waive any technical or formal errors or omissions and to
reject all proposals, or to award contract for the items herein, in part or whole, if it is
determined to be in the best interests of the City to do so.
The City shall not be liable for any costs incurred by the Proposer in the preparation of
proposals or for any work performed in connection therein.
U. Standard Provisions
1. Governing Law
16
Any agreement resulting from this RFP shall be governed by the laws of the
State of Florida, and the venue for any legal action relating to such agreement
will be in Broward County, Florida.
2. Licenses
In order to perform public work,the successful Proposer shall:
Be licensed to do business in Florida, if an entity, and hold or obtain such
Contractor' and Business Licenses if required by State Statutes or local
ordinances.
3. Conflict Of Interest
For purposes of determining any possible conflict of interest, each Proposer must
disclose if any Elected Official, Appointed Official, or City Employee is also an
owner, corporate officer, or an employee of the firm. If any Elected Official,
Appointed Official, or City Employee is an owner, corporate officer, or an
employee, the Proposer must file a statement with the Broward County
Supervisor of Elections pursuant to§112.313, Florida Statutes.
4. Drug Free Workplace
The selected firm(s) will be required to verify they will operate a "Drug Free
Workplace" as set forth in Florida Statute, 287.087.
5. Public Entity Crimes
A person or affiliate who has been placed on the convicted vendor list following a
conviction for public entity crime may not submit a proposal on a contract to
provide any goods or services to a public entity, may not submit a proposal on a
contract with a public entity for the construction or repair of a public building or
public work, may not submit proposals on leases of real property to public entity,
may not be awarded or perform work as a contractor, supplier, subcontractor, or
consultant under a contract with any public entity, and may not transact business
with any public entity in excess of the threshold amount provided in Florida
Statute, Section 287.017, for CATEGORY TWO for a period of 36 months from
the date of being placed on the convicted vendor list.
6. Patent Fees, Royalties, And Licenses
If the selected Proposer requires or desires to use any design, trademark,
device, material or process covered by letters of patent or copyright, the selected
Proposer and his surety shall indemnify and hold harmless the City from any and
all claims for infringement by reason of the use of any such patented design,
device, trademark, copyright, material or process in connection with the work
agreed to be performed and shall indemnify the City from any cost, expense,
royalty or damage which the City may be obligated to pay by reason of any
infringement at any time during or after completion of the work.
7. Permits
17
The selected Proposer shall be responsible for obtaining all permits, licenses,
certifications, etc., required by federal, state, county, and municipal laws,
regulations, codes, and ordinances for the performance of the work required in
these specifications and to conform to the requirements of said legislation.
8. Familiarity With Laws
It is assumed the selected firm(s) will be familiar with all federal, state and local
laws, ordinances, rules and regulations that may affect its services pursuant to
this RFP. Ignorance on the part of the firm will in no way relieve the firm from
responsibility.
9. Withdrawal Of Proposals
A firm may withdraw its proposal without prejudice no later than the advertised
deadline for submission of proposals by written communication to the General
Services Department, 1190 N.E. 31 Avenue, Building C, Pompano Beach,
Florida 33060.
10. Comoosition Of Proiect Team
Firms are required to commit that the principals and personnel named in the
proposal will perform the services throughout the contractual term unless
otherwise provided for by way of a negotiated contract or written amendment to
same executed by both parties. No diversion or substitution of principals or
personnel will be allowed unless a written request that sets forth the
qualifications and experience of the proposed replacement(s) is submitted to and
approved by the City in writing.
11. Invoicing/Payment
Payment will be made by each Participating Agency within fifteen (15)
calendar days from delivery of product at Participating Agencies location via wire
transfer to seller's account and bank, as indicated on the invoice.
12. Public Records
a. The City of Pompano Beach is a public agency subject to Chapter 119,
Florida Statutes. The Contractor shall comply with Florida's Public Records
Law, as amended. Specifically, the Contractor shall:
I. Keep and maintain public records required by the City in order to perform
the service;
ii. Upon request from the City's custodian of public records, provide the City
with a copy of requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost
provided in Chapter 119, Florida Statutes or as otherwise provided by
law;
18
iii. Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as
authorized by law for the duration of the contract term and following
completion of the contract if the Contractor does not transfer the records
to the City; and
iv. Upon completion of the contract, transfer, at no cost to the City, all public
records in possession of the Contractor, or keep and maintain public
records required by the City to perform the service. If the Contractor
transfers all public records to the City upon completion of the contract,the
Contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If
the Contractor keeps and maintains public records upon completion of the
contract, the Contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be
provided to the City, upon request from the City's custodian of public
records in a format that is compatible with the information technology
systems of the City.
b. Failure of the Contractor to provide the above described public records to the
City within a reasonable time may subject Contractor to penalties under
119.10, Florida Statutes, as amended.
PUBLIC RECORDS CUSTODIAN
IF THE CONTRACTOR HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT:
CITY CLERK
100 W. Atlantic Blvd., Suite 253
Pompano Beach, Florida 33060
(954) 786-4611
Record sCustodian ikoubfl.com
V. Questions and Communication
All questions regarding the RFP are to be submitted in writing. All questions are to be
submitted using the Questions feature in the eBid System. Questions must be received
at least seven (7) calendar days before the scheduled solicitation opening. Oral and
other interpretations or clarifications will be without legal effect. Addenda will be posted
to the RFP solicitation in the eBid System, and it is the Proposer's responsibility to obtain
all addenda before submitting a response to the solicitation.
19
W. Addenda
The issuance of a written addendum is the only official method whereby interpretation,
clarification, or additional information can be given. If any addenda are issued to this
RFP solicitation the addendum will be issued via the eBid System. It shall be the
responsibility of each Proposer, prior to submitting their response, to contact the City
Purchasing Office at (954) 786-4098 to determine if addenda were issued and to make
such addenda a part of their proposal. Addenda will be posted to the RFP solicitation in
the eBid System.
20
COMPLETE THE PROPOSER INFORMATION FORM ON THE ATTACHMENTS TAB IN THE
EBID SYSTEM. PROPOSERS ARE TO COMPLETE THE FORM IN ITS ENTIRITY AND
INCLUDE THE COMPLETED FORM IN YOUR PROPOSAL THAT MUST BE UPLOADED TO
THE RESPONSE ATTACHMENTS TAB FOR THE RFP IN THE EBID SYSTEM.
PROPOSER INFORMATION PAGE
RFP
(number) (RFP name)
To: The City of Pompano Beach, Florida
The below named company hereby agrees to furnish the proposed services under the terms
stated subject to all instructions,terms, conditions, specifications, addenda, legal advertisement,
and conditions contained in the RFP. I have read the RFP and all attachments, including the
specifications, and fully understand what is required. By submitting this proposal, I will accept a
contract if approved by the City and such acceptance covers all terms, conditions, and
specifications of this proposal.
Proposal submitted by:
Name(printed) Title
Company(Legal Registered)
Federal Tax Identification Number
Address
City/State/Zip
Telephone No. Fax No.
Email Address
21
REQUESTED INFORMATION BELOW IS ON THE ATTRIBUTES TAB FOR THE RFP IN THE
EBID SYSTEM. PROVIDE THIS INFORMATION ELECTRONICALLY.
VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS
Respondent Vendor Name:
Vendor FEIN:
Section 287.135, Florida Statutes, prohibits agencies from contracting with companies, for
goods or services over $1,000,000, that are on either the Scrutinized Companies with Activities
in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List or is engaged in business operations in Cuba or Syria.
As the person authorized to sign on behalf of Respondent, I hereby certify that the company
identified above is not listed on either the Scrutinized Companies with Activities in Sudan List or
the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or is
engaged in business operations in Cuba or Syria. I understand that pursuant to section
287.135, Florida Statutes, the submission of a false certification may subject company to civil
penalties, attorney's fees, and/or costs.
Certified By(include Name and Title):
22
o�s® �r
Le �o11Irdated
3141 SE 14th Ave.•P.O.Box 350430
Ft.Lauderdale,FL 33335
Phone:(954)522-1182
Fax:(954)527-1191
Toll Free:(800)683.5823 1
February 15, 2017
Jeff English f
City of Pompano Beach
1190 NE 3rd Avenue
Building C
Pompano Beach, FL 33060
i
Re: Best and Final Offer—E-13-17
Dear Mr. English:
Thank you very much for your time today and thank you for the opportunity.
As a follow up to our negotiation meeting for E-13-17,please see our"Best and Final"offer to the Co-op.
ULSD 87 E-10
Transport + 0.007 + 0.007
Tankwa on + 0.089 + 0.089
All other pricing in the RFP will remain the same.
Should you have any questions or comments, please feel free to contact me at any time,
Sincerely, j
I
i
Don Carlton
President
i
Port Consolidated
i
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Miami•F1.Lauderdals•West Palm Beach•FI.Plarce-Orlando-Jacksonville•Tampa
www.podconaDlideted.com I
i
COMPLETE THE PROPOSER INFORMATION FORM ON THE ATTACHMENTS TAB IN THE
EBID SYSTEM. PROPOSERS ARE TO COMPLETE FORM IN ITS ENTIRITY AND INCLUDE
THE FORM IN YOUR PROPOSAL THAT MUST BE UPLOADED TO THE RESPONSE
ATTACHMENTS TAB FOR THE RFP IN THE EBID SYSTEM.
PROPOSER INFORMATION PAGE
RFP E-13-17 Unleaded Gasoline and Diesel Fuel for Southeast Florida Purchasing Cooperative Group
(number) (RFP name)
To: The City of Pompano Beach, Florida
The below named company hereby agrees to furnish the proposed services under the terms
stated subject to all instructions, terms, conditions, specifications, addenda, legal advertisement, t
and conditions contained in the RFP. I have read the RFP and all attachments, including the
specifications, and fully understand what is required. By submitting this proposal,I will accept a
contract if approved by the City and such acceptance covers all terms, conditions, and
specifications of this proposal.
Proposal submitted by:
Name(printed) Don Carlton Title President
Company(Legal Registered) Port Consolidated
Federal Tax Identification Number 59-1173292
Address 3141 Se 14th Ave.
City/State/Zip Fort Lauderdale, FL 33316
Telephone No. 800-683-5823 Fax No. 954-527-1191
Email Addressdcarlton@portconsolidated.com
i
1
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Consolidated
3141 SE 14th Ave.•P.O.Box 350430
Ft.Lauderdale,FL 33335
Phone:(954)522-1182
Fax:(954)527-1191
Toll Free:(800)683-5823
E
January 12, 2017
Jeff English
City of Pompano Beach
1190 NE 3rd Avenue
Building C
Pompano Beach, FL 33060 I
i
'Cover Letter—UNLEADED GASOLINE& DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL
COOPERATIVE GROUP
i
Dear Mr. English:
On behalf of Port Consolidated, I would like to thank the City of Pompano Beach for the opportunity to
participate in this RFP. Below you will find our official contact information.
Name of Firm: Port Consolidated
Physical Address:3141 SE 141h Ave., Ft. Lauderdale, FL 33316
Mailing Address: PO Box 350430, Ft. Lauderdale, FL 3333
Corporate Website:www.portconsolidated,com
Corporate Phone:800-683-5823
Corporate Fax: 954-527-1191
Point of Contact: Don Carlton, President
E-Mail Address:dcariton@portconsolidated.com
.Per the terms of the RFP,the following is a brief outline of Port Consolidated and its history:
• The company has been marketing petroleum products in Florida since 1967.
i
• We have locations in Miami,Ft. Lauderdale, Pompano, Riviera Beach,West Palm Beach, Fort
Pierce, Fort Myers,Tampa, Orlando, Palatka,Jacksonville, and Fernandina Beach.
i
• Port Consolidated currently supplies a multitude of municipalities throughout the State of
Florida for not only day to day supplies,but hurricane and emergency fuel as well. I
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Miami•FI.Lauderdale•West Palm Beach•Ft.Piarce•Orlando•Jacksonville•Tampa E
W W W.partconaolfdaled.com j
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�O'ns®Itdated
3141 SE 14th Ave.-P.O.Box 350430
Ft.Lauderdale,FL 33335
Phone:(954)522-1182
Fax:(954)527-1191
Toll Free:(800)683-5823
i
• Our company owns and operates a fleet of over 60 tankwagons and over 60 tractor trailers,
which gives us the largest and most comprehensive delivery capabilities in the area.
• We currently have supply agreements with several major oil companies, notably Chevron,
Marathon, Valero,TPSI, Colonial, Gulf Oil, Indigo Energy, and Motiva. These supply
agreements allow us to pull product from not just Port Everglades, but the Ports of Tampa,
Canaveral,Jacksonville,Orlando, and Savannah as well. Our ability to pull product from
multiple suppliers, in multiple Ports,during emergency situations allows us to continue to
supply our customer base while our competitors will be forced to sit on the sideline.
• We own and operate over 15 different petroleum storage facilities throughout the State of
Florida.
• Port Consolidated is privately owned and is registered as an "S" Corp with the State of Florida.
Should you or the City of Pompano Beach Purchasing Division have any questions on this proposal,
please feel free to contact me at any time.
Sincer ly,
l
on C t
President
Port Consolidated
i
f
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Miami•FI.Lauderdale•West Palm Beach•FI,Pierce•Orlando•Jacksonville•Tampa I
www.pariconsolidatad.com t
o
Op"a1W ttda�ed
3141 SE 14th Ave.•P.O.Box 350430
Ft.Lauderdale,FL 33335
Phone:(954)522-1182
Fax:(954)527.1191
Toll Free:(800)683-5B23
January 12, 2017
Jeff English
City of Pompano Beach
1190 NE 3rd Avenue
Building C
Pompano Beach, FL 33060
Qualifications and Experience—UNLEADED GASOLINE&DIESEL FUEL FOR SOUTHEAST FLORIDA
GOVERNMENTAL COOPERATIVE GROUP I
i
t
Dear Mr. English:
Per the terms of the RFP,the following is a brief description of our firm's qualifications and experience along
with a list of references:
Port Consolidated has been supplying fuel and lubricants throughout the State of Florida since 1967, We own
and operate all of our own equipment, never having to rely on common carriers to deliver the products that we
sell. Our customer service department,consisting of 15 representatives,is open Monday through Friday,7:30
AM to 5:00 PM. In addition to that,we have 24 sales representatives out in the field to assist our customers
with any/all technical questions.
Please see below a list of local references. We have serviced these entities over the years.
• Broward Sheriff's Office—Rick Torres—954-831-8170
• City of Fort Lauderda le—Ann Debra Diaz—954-828-5949
• Palm Beach County School Board—Morris Simpson—561-434-8172
• Florida Power and Light—Patti Earley—Riviera Beach, FL—561-881-3407
• Broward County School Board—Mark Alan- 754-321-0507
Should you or the City of Pompano Beach Purchasing Division have any questions on this proposal, please feel
free to contact me at any time.
i
Sinc el
I
D n n
President
Port Consolidated j
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Miami-R.Lauderdaie-West Palm Beach•R.Piame-Orlando-Jacksorwilte-Tampa iI
www.poitmnsdidated.com !
or-fr
� Consolidated
3141 SE 14th Ave.•P.O.Box 350430
Ft.Lauderdale,FL 33335
Phone:(954)522-1182
Fax:(954)527-1191
Toll Free:(800)683-5823
January 12, 2017
Jeff English
City of Pompano Beach
1190 NE 3rd Avenue
Building C i
Pompano Beach, FL 33060 i
I
,Personnel—UNLEADED GASOLINE& DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL j
'COOPERATIVE GROUP
Dear Mr. English:
Per the terms of the RFP,the following is a list of key personnel that will be assigned to this account:
• Customer Service—Fay Francisco,Linda Rogers,Jane Mitchell,Natasha Corona,Vanessa Burch, Danielle
Schatz—954-522-1182
i
• Billing Inquiries—Heather-877-345-1098 x1009
• Invoice Copy Request—Jesse Dechant—877-345-1098 x1023
• Credit/Collections—Michelle Thompson—877-345-1098 x8809
• 24/HR Emergency Line—800-683-5823
• Account Manager—Don Carlton—877-345-1098 x1017
Should you or the City of Pompano Beach Purchasing Division have any questions on this proposal,
please feel free to contact me at anytime.
i
SiZAca
,�
President
Port Consolidated
I
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i
Miami•R.Lauderdale•Weal Palm Beach•R.Pierce•Orlando•Jacksonville-Tampa
www.podconsoildated.com
cpw C®nso,I ated
3141 SE 14th Ave.•P.O.Box 350430
Ft.Lauderdale,FL 33335
Phone:(954)522-1182
Fax:(954)527-1191
Toll Free:(800)683-5823
January 12, 2017
Jeff English
City of Pompano Beach
1190 NE 3rd Avenue
Building C
Pompano Beach, FL 33060 j
1
Contractual Supply Obligation—UNLEADED GASOLINE&DIESEL FUEL FOR SOUTHEAST FLORIDA t
GOVERNMENTAL COOPERATIVE GROUP
i
Dear Mr, English: I
i
I
Per the terms of the RFP,the following is a brief description of our supply chain that will ensure adequate fuel I
supply for the Co-op, not only on a day-to-day basis, but during a declared State-of-Emergency as well.
Port Consolidated's corporate headquarters sits in the heart of the Port Everglades,which supplies both gasoline
and diesel fuel to all of South Florida. We have the ability to pull day to day product from Chevron,Citgo,Gulf
Oil, Indigo, Mansfield, Marathon,Motiva, Petroleum Traders,and Valero.
For those times when supplies are tight,we have contractual arrangements with Chevron,Gulf Oil,Indigo
Energy,and Marathon. These contracts will ensure a guaranteed,ratable supply to the Co-op. Attached to this
letter,you will find copies of those current agreements.
Port Consolidated also has the ability to pull product from other Ports throughout the State of Florida, notably
the Port of Tampa, Port Manatee,Port Canaveral,Orlando,and the Port of Jacksonville. Should Port Everglades
become incapacitated for any length of time,these various Ports provide us with other options to pull product.
We also have relationships in Savannah.
I
In addition to our regular supply points, Port Consolidated also has the ability to pre-purchase and store product '
at any one of our 13 facilities. Our total storage capacity is just under 3 million gallons for various petroleum
products.
i
Should you or the City of Pompano Beach Purchasing Division have any questions on this proposal, please feel i
free to contact me at any time. i
S//cy�,�
o a
i
President
Port Consolidated
I
Miami•Ft.Latiderdate•West Palm Beach•Ft.Piarce•Orlando•Jacksonville•Tampa
www.portconsolidated.com
GUARANTEED SUPPLY AGREEMENT
This is a Guaranteed Supply Agreement dated November 2,2016 between Marathon Petroleum Company LP("MPC"),a Delaware limited partnership
with offices at 539 South Main Street,Findlay,Ohio 45840 and Port Consolidated,Inc.("Port Consolidated").a Florida corporation with offices at 3141
SE 14th Avenue.Fort Lauderdale,Florida 33316.
1. Definitions. "Products"shall mean gasoline,gasohol and distillates of all grades and types as arc generally offered to MPC's Wholesale Reseller
customers at a Terminal from time to time. "Terminal," "10-Day Volume,"and"Monthly Volume;'shall refer to the MPC terminals and the associated
quantities(in gallons)listed in the table in Section 3,if applicable."Month"(capitalized or not)shall mean a calendar month."10-Day Period"shall mean
10 calendar days in a Month beginning on the first day of the Month. The last 10-Day Period in a Month must end on the last calendar day of the Month
and can be shorter or longer than 10 days depending on the amount of days in the Month.
2, Term,The initial term of this Agreement is from January 1,2017 to December 31,2017,inclusive.This Agreement shall automatically renew for up
to two successive one-year renewal term(s)unless either party gives written notice of non-renewal at least 60 days prior to the end of the initial term or
any Subsequent one-year renewal tern.In no instance shall this Agreement extend beyond December 31,2019.
3, Quantity, (A)During each Month,Port Consolidated shall purchase 100%of the Monthly Volumes of each Product at the associated Terminal as
shown in the table below. (8)During each 10-Day Period, Port Consolidated shall purchase the 10-Day Volumes of each Product at the associated
Terminal as shown in the table below. (1)MPC shall not guarantee availability of Product for Port Consolidated's purchase in amounts greater than
1101/0 of the W-Day Volumes set forth in the table below.(2)During any 10-Day Period,all Product purchases over 1101/6 of the 10-Day Volumes shall
not apply toward Port Consolidated's obligation to purchase the Monthly Volumes. (C)in the event the needs of Port Consolidated increase beyond
the volumes specified in the table below,Port Consolidated shall notify the MPC Regional Office in writing of the additional volume requested at least
30 days prior to lifting. The MPC Regional Office shall assess Product availability.and if the parties mutually agree,shall amend the volumes in the table
set forth below.
Terminal Product Date Range I O-Day Volume Monthly Volume
Tama GASOEIOL "PERM I25.000 375,000
Tampa ULSD TERM 616,666 1,850,000
Fort Lauderdale GASOHOL TERM 275,000 825,000
Port Lauderdale LA.SD TERM 750,000 2,250,000
TOTAL MONTHLY VOLUME 1 5,300,000
4. Price. The price for any given load of Product shall be the applicable MPC Wholesale Reseller Price in effect at the following Terminal(s)as of the
time that lifting ends: Tampa and Fort Lauderdale.
Port Consolidated acknowledges and agrees that IVIPC may use the Wholesale Reseller Price to manage customer liftings when MPC's Product supply at
a Terminal is limited and Port Consolidated waives the right to claim that this method of pricing is unfair, anti-competitive, tortious,or a breach of
contract.
5, Remedies.(A)MPC will,at its sole discretion,invoice Port Consolidated on a monthly basis an underlifting fee of S.0300 per gallon not lifted if
Port Consolidated fails to lift 100%of the Monthly Volumes of each Product at the associated Terminal as shown in the table in Section 3. Port
Consolidated shall pay MPC within 15 days after receipt of the invoice for any applicable underlifting fees charged by MPC. No failure by MPC to
charge For any undcrlifting fees to which it would be entitled in any given month shall operate as or imply any existing or future waiver of the right to
charge such fees, nor shall it, in any way, limit or alter the rights of MPC set forth herein or prevent MPC from asserting its rights herein through
estoppcls or any similar legal theory. (B)MPC may cancel this Agreement upon 15 days'advance written notice iC far any two consecutive months,Port
Consolidated fails to purchase the Monthly Volumes at the associated Terminal as shown in the table in Section 3.(C)if a supply interruption occurs at
a Terminal,MPC may request Port Consolidated,to the extent logistically feasible,to lift Products at another MPC Terminal.
6. General. (A)THE ATTACHED PRODUCT SALES TERMS ARE PART OF THIS AGREEMENT,but the terms herein shall prevail over
any conflicting terms in the Product Sales Terms.(B)The fee in Section 5(A)is not a penalty but is a reasonable liquidated damage amount. (C)This
Agmement has been executed in two original counterparts. (D)Port Consolidated has the right to disclose the terms and conditions contained herein
with its agents, employees, directors and officers with a need to know, however these terms and conditions are confidential, and any unauthorized
disclosure by Port Consolidated without the express written consent of MPC is a material breach of this Agreement.
Marathon Petroleum Company LP Port Consolidated Inc.
By., MPC Investment LLC,its General Partner
Title: Title:
[II
ove i
PfpPORY
1425885.DOCk i
1
(Revised 8/112016)
PRODUCT SALES TERMS
These terms will apply to any agreement to which they are attached,in which they are incorporated by reference,or which is found on the other side of
these terms. In the event of a conflict between that agreement and these terms, that agreement will control. That agreement and these terms are
collectively referred to below as the"Agreement'.and the term"Products"refers to the petroleum products sold by Marathon Petroleum Company LP
("Seller') under this X,,reement to the buyer identified in this Agreement ("Buyer"),
1. Payment Payment terms are subject to change by Seller at any and using each of the Products. SDS for Products are available at the
time. If Seller does not receive payment when due,it may impose a late following intemet address:http://wrv",.Mm.aihonpetmlcun).com payment charge not to exceed the maximum amount allowed by law and if /brtnd/produets/sds/. Buyer may request to receive $DS via email by
the account is placed f'or collection or suit is filed thereon,Seller will be contacting the Seller at sdsinfo(i4marathonpclro]cum.Lom,
entitled to attorney fees and court costs. PAYMENTS TENDERED IN
FULL. SETTLEMENT OF A DISPUTED AMOUNT MUST BE Buyer's employees, agents, and subcontractors will comply with all
CLEARLY LABELED AS SUCH AND SENT BY CERTIFIED applicable safety standards, policies, practices and rules of conduct
MAIL, RETURN RECEIPT REQUESTED, TO; COMMiERCIAL mandated by Seller when involved in any operations on Seller's premises
CREDIT MANAGER,MARATHON PETROLEUNI COMPANY LP, in connection with the performance of this Agreement.
539 SOUTH ML11N STREET,FiNDL AY,OHiO 45840. Seller may set
off amounts owed by Buyer to Seller or its subsidiaries or affiliates against 7. Warranties. Seller warrants good title to all Products supplied
amounts owed by Seller to Buyer, hereunder at the time of delivery to Buyer,and that each Product supplied
hereunder will comply with all applicable federal,state and local rules and
2. Taxes. Buyer will pay,and indemnify Seller for, all taxes, fees, regulations in effect at to time and place title thereto passes to Buyer.
duties, environmental levies, anti other charges (whether imposed on MPC DiSCLAINIS ANY AND ALL OTHER WARRANTIES AND
manufacture,processing,use,purchase,sale,resule.delivery,receipt,title REPRESENTATIONS WITH RESPECT TO THE PERFORMANCE
transfer, inspection, removal from storage, measurement or passage OR QUALITY OF PRODUCTS SUPPLIED HF,RELiNDER
trough a measurement device,receipt of payment,or other activity,and INCLUDING, BUT NOT LIMITED TO, ANY IMPIJF.D
regardless of when imposed)relating to Products,or their raw materials or WARRANTY OF MERCHANTABILITY Olt FITNESS FOR
feedstocks" The sole exception to this obligation is taxes based on or BUYER'S PARTICULAR OR INTENDED PURPOSES OR USAGE,
measured by Seller's income or net worth. Upon account set up,Buyer Seller will,at its option and its cost(including expense of return and re-
will promptly furnish Seller with the Buyer's appropriate state tax delivery),remedy the defect in,rep f;lace,or refund the purchase price o any
registration numbers),its federal identification number and any applicable Product that fails to meet this warranty. THIS IS BIf 0 it's
tax exemption certificates. Buyer will promptly inform. Seller of arty EXCLUSIVE REMiFDY FOIL BREACII OF WAR&A.NTV.
changes to its tax registration or exemption status that may occur after
account setup. 8. Claims. All claims must he in writing. Product quality or quantity
claims must be delivered to Seller within 30 days after delivery of the Product
3. Delivery. All sales will be 1.O.B.the"Ship From"location stated.in and all other claims by Buyer must be delivered to Seller within 60 days after the
amid Agrsk eement.
ent.oss unless
this Agreement
al theclearly
l a-Ship provides otherwise. Title event giving rise to the claim.Buyer will preserve,and permit Seller to inspect
p From"location as Product and sample, the subect Product, ANY LAIASITI AGAiNST SELLER
passes (as applicable) the transport truck orprailcar inlet Range, barge WHICH INVOI`AES THiS AGREEMIF;NT OR THE SALE OF
permanent hose connection,or pipeline upstream flange. Title and risk of PRODUCTS MUST BF, BROUGHT WITHIN ONE YEAR AFTER
loss will not be affected by Sellers ownership of the transportation assets, THE CAUSE OF ACTION ACCRUES.
arrangement of"shipment. and/or pre-payment or collection of shipment
expenses from Buyer. Seller will have no obligation to deliver Product at 9. Limitation of Liability. IN NO EVENT WILL. SELLER'S
the"Ship From"location units Buyer, its agents,and its carriers have LIABILITY FOR DAMAGES (WHETHER ARISING FROM
entered into,and are in compliance with,agreements governing access to BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE,
the"Ship From"location, STRICT LIABILITY, OR OTHERWISE) EXCEED THE
PURCHASE PRICE OF THF.PRODUCT CONCERNED NOR WILL
Where this Agreement clearly provides that sdeliveryBuyer
is F.O.B. the `Ship SELLER BE LIABLE FOR PUNITIVE:. INCIDENTAI,,
1'0"destination,title and risk of loss will pass w Buyer at the' "I'o' CONSEQUENTIAL,OR SPECIAL DAMAGES(INCLUDING LOST
destination as Product passes(as applicable)to transport truck or railcar PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
outlet flan€c, barge permanent hose connection,or pipeline downstream DAMAGES.
tlange, Where shipment is by railcar, and Buyer is unable to accept
delivery of the railcar when offered,then title and risk of loss will puss to 10. Force Majeure and Allocation. Neither party will be liable to the
Buyer at the time of constructive placement of the railcar. Buyer will pay other for any delay or failure in performance(other tan to make payments
and be responsible for any demurrage, fleeting, shifting, parking, when due) to the extent that it is caused by circumstances beyond its
detention,port or other charges related to receipt or delivery of Product, reasonable control,or by fire.explosion; flood.earthquake;storm; act of
unless solely caused by Seller. God;mechanical breakdown;sabotage or vandalism;strike or other labor
1. Quantity and Ins p y eetian, Quantities will be determined b (in disturbance(Seller will not be required to settle a labor dispute or take an
action that might involve it in a labor dispute);shortages of,or delays i
order of preference)calibrated meters:terminal tank gauges or shoretank obtaining, crude oil, feedstocks, raw materials or finished producesn,
downgaugcs: or any applicable ASTM mead. Quantities may be equipment,labor,transportation,or storage,interruption of utility services"
temperature-adjusted to 60°F,at Seller's option,using built-in temperature or compliance with any law,regulation or order(regardless of validity)of
compensators or ASTM tables. Either party may require that Product any governmental or military authority. Further, if Seller at any lime
quantity and quality be determined by a jointly-selected, licensed decides that its Product supply is insufficient to meet the actual or
petroleum inspector, whose findings will be conclusive. Customary forecasted needs of Seller,its divisions and subsidiaries,and its and their
inspection costs will be shared equally,but additional services will be paid custogrers(whether under contract or not).Seller may allocate its supply
for by the party requesting them. among all of them in any fair and reasonable manner determined by Scllcr.
5. Compliance With Laws. Buyer, its agents, and its carriers will 11. Indemnity. Buyer will indemnify and defend Seller and its
comply with all laws, regulations, and standards applicable to the sale, employees and agents against any loss,claim,liability(actual or alleged),
delivery (including loading, unloading, and/or transloadingj, fine,penalty,or expense(including court costs.attorney fees,and litigation
tramsportation, storage,use,and disposition of Products, and Buyer will expenses), of any kind (including those based in tort, warranty,or strict
not deliver,or allow to be delivered,to an RVP or RhG control area any liability),arising out of,or in connection with:(i)the performance of this
Product that would be in violation of U.S. EPA regulations applicable to Agreement (ii)any failure of Buyer, its agents or employees to comply
that area, Buyer will require similar commitments from its purchasers. with the terms and conditiorts of this Agreement,or rill)any get or failure to
Product identified as Blend-Grade,CBOB or RDOB is for use as blending act in the handling,storage,transportation,loading,unloading,transloadint2,
component only, resale, or other use, by Buyer or others, of a Product sold under this
6. Safety and Health. Buyer shell thmou hl review and adhere to all Agreement. The only exception to this obligation is when Seller's
Sheg Y negligence or intentional misconduct is dr[ermined by a court to be the sole
Safety cola concerning
(SDS)and uts, safety-related ring b information provided by cause of the damage. In responding In any third-party claims,Seller me),
Seller concerning the Products, including but not limited to the select an attorney and may enter into any settlement without aftccting this j
recommended use, restriction on use, precautionary measures and obligation.
exposure controls for each of the Products as described in the SDS.Buyer
shall comply with all stale and federal laws. regulations and codes 12. Default. Seller may terminate this Agreement in the event of a
acknowledgest lc hazardstenance and and assumes thesriskstion of associ associated w with handling default material
default is given. Stiller mayer ch is not curedwithin 10 also terminate
this Agreement notice of(and
1425885.DCX'X I
i
1
i
(Revised 8/1/2016)
Buyer will have no right to cure) if Buyer either fails to pay any amount
when due or violates the provisions of paragraph 14 below. The right to
terminate is in addition to any other remcify that may be available. A
waiver of a default in one instance does not extend to any subsequent
default.
13. Export Sates. For any Product that will be exported from the U.S.A.
by Buyer or another Patty, all export-related requirements are the sole i
responsibility of Buyer or the Exporter. Seller is not responsible for
compliance with U.S_ export control laws or requirements in such
transactions unless it agrees to assume that responsibility in writing. Buyer
acknowledges that Product was designed and produced solely for
commercial purposes. Further. Buyer agrees that unless specifically
licensed byy the United States government,no Product received from Seller f
is intended to be nor will be,shipped either directly or indirectly,to any
country entity, or person or for any end-use that is prohibited under die
Export Administration Regulations ("EAR"), Office of Foreign Assets !
Control "OFAC") regulations. International Traffic in Arms Regulations
or as otherwise prohibited by any applicable law or regulation.
Any diversion contrary to U.S. law is strictly prohibited. Buyer shall t
indemnify and hold Seller harmless from all tines,penalties, costs. and
expenses (including reasonable attorney fees) incurred by reason of the
breach of the foregoing.
Except where Seller has specifically provided to Buyer in writing the
appropriate documentation necessary to substantiate that Product is eligible
far MAI'1'A or other preferential duty treatrnent.Product sold hereunder is I
dcomed not eligible for NA FTA or any preferentiul duty treatment,
For any Product that will be exported from the 1/,S.A. by Buyer,Seller
reserves all rights as a manufactiner under 19 U.S.C, p1113 and related
regulations and reserves all rights to claim drawback. I)uycr will provide
Seller with proof of export satisfactory to Seller and any other information
needed by Seller for the timely and accurate filing of Seller's claim.
14. Trademarks. Buyer will not use Seller's name, trade or service
marks,or trade dress in any way with regard to the Products.
15. General. (A)The sale of Products to Buyer,and this Agreement,will
be govemcd by Ohio law.without giving effect to its principles of conflict
of laws provisions and excluding the United Nations Convention on
Contracts for the Intemationai Sales of Goods. (B)Buyer's obligations in
paragraphs 2,S,6, 11, 13, and 14 above will survive termination of this
Agreement. (C) The invalidity or unenforceability of any part of this
Agreement will not affect the validity or enforceability of its remaining
provisions. (D)This Agreement,and any rights or duties under it may not
be assigned or delegated by Buyer;any attempted assignment or delegation
by Buyer will be void. (F.) In the event of a sale or transfer of all or
substantially all of Buyer's equity shares or assets,or a controlling interest
in either,by merger. acquisition.exchange.joint venture.or other similar
transaction. Seller may, at its sole option, immediately terminate this
Agreement.(F)No claim or notice relating to this Agreement to be given to
Seller will be valid unless sent by certified mail return receipt requested or
by a national overnight courier service to Seller addressed as follows:
Manager, Wholesale Marketing, Marathon Petroleum Company LP, 539
South Main Street, Findlay, Ohio 45840. All notices given by Seller to
Buyer may be sent to the addresses shown on the most recent written
correspondence sent to Seller by Buyer,or to such addresses as may be
requested in writing by Buyer in the future. (C) No amendment or
modification of this Agreement will be valid unless made in a writing
signed by authorized representatives of both parties.Any attempt by either
parry.through a job onler,purehatic order,invoice,or other document,to
vary in any degree any of the terms of this Agreement will be deemed
immaterial and will be void,unless contained in an amendment executed as
specified hercinabove.(11)No failure to exercise or election not to exercise
any of a party's rights hereunder will constitute any waiver or modification
of such rights, or be deemed to be a course of performance or dealing,
modifying or waiving the parties' rights, remedies, duties,obligations or
liabilities under this Agreement or any part thereof. (1)This Agreement
contains the entire agreement of the parties with respect to its subject
matter.
I
f435885.DOCX p
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i
Chevron ��a, Chevron
ra"CO I CAtTEX
Our Family of Brands
Product Sales Contract
(Reseller)
1'liis%mhtract is dated Sill ember 111-2016.and is bcm:en Chen rat,11-dttet_%(`umpun%.a di%ision orl.'het ron U.S,A.ire.("Suter"t.
and pUR"f CU\tiOt.ID.1T"C❑11('("Buyer''1.
Svllcr and Buyer u_rcc as rullo%%s,
I. j!jKh. The term orthis contract shut'commence on\ure nib er 04,3016.Unit shall end on Octmber 31.3017.onle;s sdruner
terminated by either party in accordance with the pmvlsions of this contract
i
3. D10121 C1S AND UC1ANrrITICS. Selleragrccs to sell to Bu}rr, and Buyer uerees to purchnse alum Seller those grades of F
diesel hill and Diller Products specified in Exhibit A orthis cons act.Buy or agree,to purclutsc from Seller during each calendar
month nut ies%thaat the minimutgi quantities orproducts specified in Exhibit A.Seller shall not be obligated to sell to hover in
am calendar month quantities ul'products in excess of the ma dinuni qumititics specified in Exhibit A.but Seller mat•civet to
do so at its opiie)ri alter request b% Btn•tr.Such nainintuin and maximum quantities shall be prorated rur rot;period less than a
calendar month Included within the lure orthis contmet.Baler shall not represent or authorize or permit am other person to
represent that the products purchased antler this contract are the products of Seller or use or audutrite or permit:my other
person to use any ut'tile trademarks,service marks.trade name-,color schemes or sum ice station designs utilized b;Selitr or
any other identification.(hsienation or marking of any kind that would idenrili such products%%ids Galcr, It is understood and
agreed that the products purchased antler this conTract shall be resold bl Buyer under Auwt's brands and trade natnv%and
Seller hereto _I,es its consent to the rebranding of itich products. if Biter breaches any or the provisiaris of thih suction?•
such breach shall,cat Seller';option.he deemed a breach of This entire Agrccmcnt and.in addition it)such other remedies as.it
mad hate.Sultershall have the right to terminate this Agreement lbiihwith.
28f)p1'CT ill ALIT1'.The products solo uutier this vontrtct shall be orthe quality as is geaer,tll.otirred b)Seflcr fur similar
use at the nlcvant delhury location.To thtglimta the in%estcadon ofauv claim or coneem•regardiag the quality of the products
MIN ered und.ur this contruet. Buyer shall kgvp-complete and accurate records or Buyer's purchase.transportation. receipt.
m icntulj;mintier—use.sa1a.nr dati%er%p1'alI produeu purchased b} Bu}•cr in bulk arum sup
Se and an)other plier.S,:i It:r s
repreSenictth'es shall be permitted It!aspect and audit such records at any dine during Buyer'.,;business hours an reasonable
notice to Bucur for up to one y rur after the termintition of this contract.Sister's repNMemtullws shut[also haw thu right at anv
time to enter upon tile prentises%;here the products purchased under this contract are stored by or titer Bu)cr and to take samples
or such products I•ui•testing purposes,eompensatin-klbycr(at liu)er's cost.which rur this purpose 0 11 be lia,:ed on Seller's
Price to Buyer in efleet at the time such samples arc taken,or.at Seller's option,in kind)for any products so taken.
a. PI, zre'r_.The pricey that Biller shall pa} Seller for products purchased under this contract shutl be determined as set titrth In
F%hihh A(except as%tlhcr%%i9e pm%Ided in suction 22 with respect to anv i)iscrelionary Scdes(as defined below)).
i. P.11 MEET AIND HN-ANCI it kptip 1'SIBII 1'ry.Buyer's pa�meuts for products shall be in I's dull,%rs withnut discount
by electronic transfer of inimedicdcli asailable limda to an account.bank and location de%ienated b%Setter.
i
--fluper shall:exvept at Sallersnption:pap-Seller eish Wore-dchvxn-for-products purchased herettnder, r
iiu\er acknowledges[lie impurumcc orpaynivnt within the wrens specificd then credit a cvtvndetl and agrees that past due
amounts shall hear interest tit the rate of 19aa per dear or the maxinturn rate permitted b% the State of Otner's address lur
notices as specified in Exhibit A orthis contract.whichc%er is less.1111ttwr Ihils tti mike payncnt within the specified term,.
such lihihxe shall-rat 5cikrs's option.be dccnaed a breach or this entire contract and.in addition to such other remedies as!I
may-hare,.Saner--shull.huie_thereafter.tile.right-to.demand.advance-cash"payrnunt:.to-withhold
ttcli% riesitittitawl►rrilvnniti=' —i
payment lincluding payment ol'all amounts then outst.mding fix products,deli%ered by Seller to Beyer hercurulerl is received.
I
or to Icnilinate this contract.The acceplauee ofam payment by Seller allvr the due d.tte shall not%%ai%c any or Seller's rights
hereunder nor shall such withholding.urdelherics or terminuilun of Ihis contract allcet 411% ahligaliun of Buyer hereunder,II' — ---
credit is exlcadcd to Buyer by$tiler,the huycr hhnll periodically provide to(Chc%run)that linaacia[inrornimion or.ccurity
Product Sa1eS Contract(Resellcrl Ck-1.020(3-03) t j
1 RGY Oi i'/ia
� f
4
i
tl•:cuied ItoWi.aQ•b) (ChevronI to support and credit :xjen�iun. II duns_the lilt\il':Iiis conaaci_the tluinaial r:qt:kiU e f the
buy-or brumes impaired or un:nislactur) to(Cbe+run)in the soh jutl_nlent uflChcvrun).advance rash rinymem or security
sniislaclory fo t0ievron)illall be given by the buyer on demand by Whc%run)and shimn)cnl0drli%crics may be withhcid until
such paymem or security is rcciycd.
Celle(i terinq of pawmeut are suhjecl to change ii ilhout notice it die discretion ul'Seller.
b. t_yNES.Am,lay.Jun•,tall. lie. impost.ehar^_e or other exaction,or the amount equi%aknt thereto,aid ai)•increase:thereof
nm%ur Ix realler imposed-levied or a:.;used by any imarnmenitd nothorio upon,nicasnrod by.incident to or as a rmli of the
Ir,unaviian�,herein pruvidsl Cor(other than local:stare and Federal ucl ineonle lases encusured by the net ineomc of lellrr Isom
till !,ourccs), or file transportation. importation. pruJuction. m.mul"CUIT-. ttse or L-mrship of the 2--d-i cm-cred by this
von(m%t- ;h:dl. '1'eollccIiHe or p:lyable by Seller.be paid by Buyer on demand by'Seller, %n) such payments silo- be in
addidoti to Lite prices olltcr%vik provided lug in this contract.Huger st,afl..at Seller's r:qucst,rti•xut•:and deliver to Seller ioeh
crnilicate,or other clocument:n.i Seller mu\•r isonabh'rquire in order to elrthl:Seltrr Pt secure tin) tax exemption t\hich
nluy be❑\ailable in connection wide sales ur deliveries heirunder.
i. OMR r RIES.Pnnhlct deliveries shall he mule by Seller hi Bu)cr at the lkleatiolls specified in Exhiail A(vscept us otbentise
pro%idcd in section 21 with respect to any Discretionary Sales). .Tide and risk or fuss shall pass to Buyer at the point of
deli\erg into Buyer's trucks. roileUri_ storaee t:eilities, or other receiving snit. If teliccries are to be nmde into vehicle,
supplied by Buycr.Seller shall not be required it,snake such deliveries into such\ellicles unless they art:clean anti crop(%
imenedialely% prior to delivery and shall film he required it,lu.ui Or deliver guamities less than the full capacity nrthe\chief-
euep(its otherwise authorized by Seller,Irdehier)cs are to be made into Buyer's storage lacilitics.Buyer shali pro\udc slora�r
facilities Fufftclent to enable it to rocci%e Stich deliveries and shall provide Sailer with unimpeded actress to mukc deli%erics 211
hours per day, Buyer is responsible for ensuring that ally vehicles and facilities usLd to recei%c deliveries are in salve condition
and that Bu%cr's sulra_e facilities can be accessed sorbs} -Seller shall not be obligated to Illake any delivery Ell Bmcr that
cmmat Ix made Salety in Sellers si\Ic judgment.Buyur shall cooiph \\all such rea_sonahle tuleS Ind rceulnliaus us Seller ilea%
ct; mblish regarding dclivcries by Seller into Ru%ur's\chicles of stones I'acilitics.Clydcrs for deliveries shall be placed h) 811yer
will)such Mhunce notice and in such manner acSeller ma)dccignala.
A. CONFLICTS OF I\TEREtiT `'eider Buer noram director-entployee Or acme of Buyer shall(1)give lie or recehe ti•um an\
y c
director.en)plo :ur uQeIIL elf Sellcr or it's afflfiatcs ally Colnndsiton.Ice,or collate.or an\girt or entertainment of Significant
cost or value In connection With this CQI)Ita L or(2)enter into any business irringeioent Uitll any director,emplow or ate fit
of Seller or its affiliates(other than as a represeniathe at'Seller or its alliliales)wilhotrt prior wairmn notice to 5elier.riuyer
strall promptly ncetit-Seller orally violation of this section a and any consideration mcei%ca as a reiull orsueh%iolation shall
he paid over or credited to Seller.An) represent:ltl\c outhori7ped b)Seller nim audit any and all records or Buycr for the sole
purpose of determining whether Jere has been complearet with thinsimion 8 ter tip to N months afar file termination of thi s
contract.
il. PRI?YENTiOV elf PGAfdRJIAUCE 51-10RTAGI= Ut: SUPPC%',There shall be nu obligation It, sell or deliver. ar to
purchase or recei\re,prutlut is miJer'Ihi�c7 nlriitt�cl aridi'ti tlic csicn'f"ih.it'su`rli ctiuna ire p�¢cvaii!sir hintkrrJ 6y uei uC
God.lire.riot.hiburdislurbtmccs(whether involving emp1mves of the prtr yv arlected or oruthers and rumirdless of whether the
Jisturhance could he settled by acceding to the demands Ora labor group).accident,war.the acis of any Imemment(at alp
feu el,lltn:ign or dunlestic)or ley causes beyogd ilia reasomtbitt control Elf the part) aillected.whether or not similar to any of
the foregoing causes. Due to an itiierruptioti. loss or shortage or neccsvan feiliticc or suppGcs. ur uriczrfainties in the
itipply.Jeniand situation(which play lncludc it decision by Seller that the costs of sonic products which might h<available are
unremontible).Salter ilia}•not have sullicienl supplies orcau or more of the products co\Crcd by thi i contract to trivet the till
requirements 0r Bticer,of Scilces other cuslonim.and of Seller for its omi use.If Cher:u n shorta;c of products(104cruhle
under this contract.Seller may atlucae chliverics of availuhte prodttels among Bi-,cc.Seller's other costumers(contract or
otherwise. including Seller'.affiliates) and Seller li\r its awn use,tin any basis which in Seller's sole judgment is fair and
roasonab(e. ullo\tang fur such priorities as Seller drools appropriate.Alloyallon is lair and reason.,Li•c even it,it is based on a
:Marl:let'. In the then-conlelnplitted:Murvc'Ill supply tit a general ihoriage in the suppk R\\Icni of Seller or its:10iliatei or on
hiswrical or planted deliveries.
10. OII_SPt1.l.5 11'a product spill occurs uny\Phera in connection%\ith Buyt:r's perOmIldnct:ol'thi%contiact Buyer shall protnpliv ~
notih Seller and the appropriate governmental authorities and shrill lake immediate action to clean up the spill and pre\eat
riurther danla.10.Upon rceeipi ofsuch notification,Seller shall have the right.at its election,to provida.or cause to be pro%ided
to Buyer Such additional 1110ri \%er.equipment anti material as in Seller's Louie diseretion are deemed reasonable to compleic
the vlcan•up in a milslboon manner.Buyer shall pay mitt he msponsih(e I'ur,and BUFCr'S indemnity obhigttlion under section
I of this contract shall include :ill costs and expenses incurred in connection %\•ilh the cle:urup opymtions. including
reimhursement to Seller I'ttr all of it$costs-mid-expenscs..end all tines,c•harecs iLv—;or-ud@merfm Imposed or kmed lij'nni — -`—
fetleral-state or local governmental a,.!cncy as a rcmli nrsuch,pill.weep(in the event the epill resulied solely Irvin may art or
omission on life part ul'Selicr or Sellers employees.
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Product Sales C'onlract i Reseller) Cd •03013-03)
' R E.1 0: 13 14
t
t
4
11 C10112-N-1-Ur—Y. ItIlYer shull itl,lvlllllil*%'. del'co-.1 ;Intl hold harniles., Selh:r and it> ;I(lilime,. and Ilivir P-Sj)vvLi%-c djrcjkjj,,j,
colplol v_q anal Decol"*- kom and a-gaijim any bild fill expenses(including jillorlle%-i* liabilities and claims of%%lialAoever
kind and na(urt:including iflu.,e for dajjjj,,,,!to Ijrt)perI.% (inoluding propergv of Boy 0.of-Ilor injury in or death ot'griv p...r.son
(including Bit%-470.directly or indirectly arisim-�or alleged to arke out iii'm in lmYthey conneewd with the avtlmsmoll.sturage.
handling. or use or any product; ptirchascd under this conimm or i%ilh the ni:tinlen-ance- upkeep, repair. replaccimmt or
operation ofam pf.-Inkcs u.icd by Buyer in connection frith this contract or-111%flliiv�- lovaled thervon. Including any act of-
OnliSSi011 of BU)Qr or litiver's a.cm.;or employees in the purlbrwwh::01'116,;contnict,oe in the operation of am-ve'llick!in
Cl"I'lliedion%%iLli Bit*%ef's hEtiijl-.,s.The lim:going indemnity shall not apply it,the extent and only to the uswrit stwit expeim.
liabilii%ur claims rt-Alll from Seller's jolt ntgpgenee
or Willtul PliSCOMiLIC1.
In this contp-am unless pitNi-wisc A.Red kir the context othermi.,L! r%!qttir-,s. Ili Al
e it oNving
delijlitiurpu and usages apply.
• "Seller and its affiliajvs'' nie-.mi Seller. it:ultimaii: parent emnlmns Chevrk)o UWPIM16011. and if)-. Albsjdj.jry and
:1111H:11ed companic.'t orvach ofillem.
• "k.A.-rel'er;fit file United SuIlvi of Anterica.wiJ all prices art csprcsAed in U-S.currency WILI 311 Unit,of measure
fire in U.S.unit,
• -foeludes-nienn.;"includes,but is not limited In,—and-'inClUdior"111CMISUICIUCHM-1 but 11w liolitod to,"
• Action,Nriiiined tinder this cont!'ZILA Ina%.be luk-CII at MW Liold;and firoin iiine to time in the actor-s discretion.
or 13-nwan.; Of R or both,"
I APPLICABLF. LAW AND DISPLIL, RES01-UTION.This Contract shill Ito gmerred.con,trued.interpreted.enAirecdand
file reintionsbetwecit tilt:parties determined in accordaVIN With the stilh!OrLahlomia.%tithotil rcpird to it.;choice
orlaw cules•In theevcIll nili,dispute arises frith n poet h>(lie inlerpmation orperlormanceol-or the relationship Lfcnted by.tili
gpotj likill,to re,
contract lliu porlics shall attempt in, i
the&IIII(c Irstich uflbrls prone unmicccssILIJ.Cach p;irty agRei Iu
consider the Else or mediation.Inim-Irinl. arbitration or other alternaik c dispute resolution techniques prior to resurting lo
litigation.li'mediation,mini-trial,arbitration ur utter allcrntttise dispute resolution techniques are utilived It% the parties,each
pnriy ngrees that[it,ul%ard or decisinn rosufring therefrom shall include punitike dant,tees, It'llic parties are unsuccessful in
their e0kld tailhk n1lemill to ollip.;mise restilic a dispule.the parLigshcr6% jM%oCablN -,10d unconditionally consent to 5tibunit to
the excloNivejurisdivikill of the court;d tither(l)Contra Costa County 10 the SWI*1!01"CallilbrahL or(2)the federal cuunsor
thc Wurffiem District of California. lb r any actions. suit;or proceedings arising out of or rclaJtjjl-,10 this cclillravt(01IJ the
parties each 4-arwnot iti;cVjjfljjjenveam netion.suit orprocceding relating,theretue,,cept in c-wtln,,
such I )
I .
14. PRIOR AGRr-FNIENTS! WAIVER- k[C)DIFICATIQNS. This contract ctnlituies the cruir,! ;IjIlreenient.01,tilc p,jrtiv5 i%ith
n:srLet in its subject matter and Icirminates and supersedes Ein% prior uVreement.Ani&rstandini r0preRiWatiorl.or prippogil
relating W the sille!by Scl(,!r or product,in Buyer at the duli%cn locations ipccifivd in L\hiblt A or ancHlar.% Dkeretirmnv\
Sales klintentplatird by section 22.NIp'.liver by Seller or Btiv;:r ortine or more breaches Ol'this CNILMet;hull not he doomed lo he
rl twig or an) other or cuntinuitiL,brzaeff.\j10 njaditic-l'
.lion at'this contract.told.fill%vaiver or any or it.,provisions.drill be
binding-orp
If 2nv ProNiNfoll or this contract shall be a(i1judgwd invalid 1)r umunkirveallk: by it ct)trrj or conjilelcni,
jurisdicrion or 1%% operation orany applicable low.such provision shall be deemed omiried and the rumaiiiing provisions shall
remain in fitill force and efTect
16. N-l"Di ntlwr litAntm lukh-tes receipt 00,IAtcriUl S;1j6V[),Ila Slicers(NISDS I lipr all pn)(Iocjs CkIvered by this contract.
17. D.It N 1.ICES.In no c%cot shall Se Ilet be liable for any special.inilirrcl or consequential damages ol'any kind inducting lusy tit,
Pmlil5.Iasi tit'use or Claims ur Buyer's customers due itt loss of service\vltcilwr tht:damages are based in contract or tort
!including ne-eligoict:or strict liability)or nth,!r\vi,;e. Ru\eCii e\efuskv remedy l'or any and all losses ur dampises residting
Irkin,the Purchase orproducti under this contract.ineludin'---but ftot limited in.any allegation orbreach Orwirrmirvt breach or
comract. negligence or atria liability,shall he limited. at Buyer's option. lo either the return of the lifulell:Lge price or the
replacement of the fuel for which a claim is proved.
18 kNSIGNMENT ANQ--Q(-.U.'GA-IIQN- Thk contract i.; perionvil to Buyer and Oliver shall not, subject it) am
-Itule.ass
ign any right,or dclegnic any duties that Lim cr ram} hove under this vonlrucl.either
requirements ofaro,applicable S1 J Y solid
ilhOliftit-11-ily tit b% uNration or lute, or otherwise. without fitc prior urinun cOlIscall Of Seller. It'Bu%cr is a
curpowtik;1l. 111N sale.ctinvey ante.alienation,transrer or other change of interest in or title to or beneficippil ownership of 50
percent or more or the voting stuck (or iccurilies couveriffile into 311 percent ur more of life Voting shtick)Ol*Bu%cr.either
inVillunillrifV.by-operation or lulvi-Illergcr,or other corporate proceedings.or otherivise,'
Shall he conRipoled it an
atisiennient of,Bin"Ves nuhl,under this contract. Seller im ;,-,i-t;n,of its righ,or delegate tiny or if- duties under this
Buyer's cimseni.
ProdLICI Sales Cklillraet(Reveller) C&I-0-100-081
RFA 05 12,114
K to tv ri.co It I I&, Ili i:ern r ic, t.i: ;v
Ji"":h 0he"jdfli":—as'61l)-.1
_TM\fl\ Seller;In%I But,r,�hjll hakt�Ill,: right III i.:n ii mie IN,eonti-jLt;11 all, Iinte militim;:,.jt;c tip,,11 ir,L ill,:
it I.e.1i I *,I) jim)I,iwit Iv n I I I I ice Of tC ejIli 11.1tiLl I I Ivi.111inaltill k1l,illi; ct',gitrj
eI II Ill ilk I v the parli.:-s V
obligation,I'orobligation,iacurrd prior It,to-minalitin. It Seller comillLICS Ill JU*Cept urdxn live-I Bil\er lilr file produe-t
emercti b,, this conif-I I'011k-ill-2 cXpiration of ill-, lerill or Illi, cilnlrjcl, Altil So%:S 11,111 be IIFWII A"'I W'file Term, a 1-i
collklWoM ofillik vontratt:rrL)%idtd Ill"I ittCh 1411ci 111-111 IN't IX CJI;),!ftIZ:J(Cl %iLf,:ltv I r4tw-,k;I1 orilli,Conli-lo
Or
Y. irmlts lul,title ILI die Po'clit:13 Sit 11011,10 thi,conit let. I A';U I I If KNX 1�L PR.-
F\ 71111 1-0141 't:CI.-- AND IN Mt- mts I sl:,s rL\cE ul, sEk TION Qr THIS CC!`.tH w r. Bt N*E'P\
\L'K\OM I-FI)CF.4, \\D HLRFRY ACCIFT V5 TH`iT SEt-l-L R \\D U L 0 1 HER
\1 \RR t.ij, 11Ipl
.11:1) IM'L L DIV., )%11 Ili it IF Mii r.i,i it IN. ANY.\M).\t 1. 11
%IFRC I'kRILI 1'% OR H 1-\C,,S FOR A PARTICIL LAP, Pt RPC),41'. k\D \NY \1 ARR FIL>
VWCoURSE.OF DEAUNCt OR.1,JSA(iE()F`j'Jj-kI)f. FRI 11
Seller and Hurl nl;I% (bul are not abli'-ffitCd (0)%:V,'A"' in +ale 11-:111wCums Air productti or
lueution., not %recified in E.\Ilibit X rms,craionar% agr6c%l In in \Nming [it 'wIQl- and
Bi,wL am S;11,:,4 this vrinwici-MLI ell it;(CM), dj.tt fit
hall III:&CIIIJ majo."under e pe6lic prildIA03,
pr:cc.s IT tioln I I I k!>,and I dv I I tical ioll";lb r D 6 c retim iaq% Sake shah I I I'll!X2i I I It I I Llad 1% ai�l r,!4 d 1.111.11 tl.% Seller
such tran.Naction. - ler and fbik er lilt each quantitic.,tll'priduo.st-A! in �S.11,:N 11;111 not Count apfl.sr the 1114lial-kill(it III-.I\inIUjII
\11111"Milpocifiediii FlihibitA.
Im rim Produ UnIplitny.
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1101111 CMNO L.I I.)t K D If*%C a fit pion 11*
in Duct Zoe �v
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13-
-Ab
Atultno in 1�uct
-Sri 4DJ'0eSnnd Joh son.
Manager,
I'0rnMPI-G'a-Products S.ppon
PI-0JLCt Ckwlraet(Rewlla) C&1.020(3-01)
RE%, I
Chevron
ti. At- .�.nr� Chevron
rAtrtx
'r f LJt)r Fan)ily of Crands
EAHI BIT t
yupP1% Deli,er) Delivery dlinlnntm N11AI ntnt IN IT RIFF
1 Luottion IlOde, Prothict Name \'nlumc Gallup I plume Gallon Prig Prkind
per 1lnuth ter�Innth Description I'ruiisian Clear Dyed
tu,� C\�IP l FI. I kV 'Trtwk Unbranded)L 1.5
C Jr r
lll:VRr rtil '_73.C4)(r )a
CO NV
10'1 fTLAUDI.-W \LE. VALCOi
Ft I RN-1 CHRRON Truck l:nbrtnded)LqS 1.000,0%)tl
CONV DF`
CiRL.\NVO FL T R\I C.�LCO
I Id7 K/yDERMORO iV Truck (Unbrandeth ULS CI 116,667
ICr\RB1 GO-Ct�DP= '
Pricing PI'tn'IsionS:
I. OPIS CA CAR=OP/S Prior Day California Cap At-Rack Assessment for Motor Gasofire(CTS/GAL).
During periods when OPTS publishes CAR quotes for both summer and winter grades.Chevron will use
the quote forthe newer season.
Z. OPTS CA CAR=OPIS Prior Day Califomia Cap-At-Rack Assessment for Motor Gasoline(CTSIGAL).
During periods when OPTS publishes CAR quotes for both summer and wintergrades,Chevron will use
the quote for the newer season.
OPTS CA LCFS=OPIS Prior Day California Low Carbon Fuel Standard for Motor Gasoline(CTS/GAL).
�. 1 he per_ailgn pdte which Bti)er shall P-A Stller lbr PRODUC'f VAN-IF delivered to the DELIVERY Loctk'riov&hall_be
csta(i(i5h,if-fi,r the d:ttc ni Jrlitcr)u n r{ r ds pricing hnseet an PRIC'L"Dt$CR1PTIl�V ptu..171F'E. The Price ahntt dot;
not retlecl nppiieuhle taeeg and doternmentai ruts.which will be added to the final invoice unless declared as cacmpt b. the
llt;cr,
For PLttCs'i r(11ti5-Eastd Priem; if'pririnl includts da)(s)nn d\tcekeridt,rhtili�l:i)rt,n„hichihc markr�'ts el�s«L pricing
fit ealrul:ucd u.
nil► ing the Prior mlendar day on Witch the mjrl;Cl it opal.
\nticc Addresses:
Seller. i1u)er:
Che\rnu Pntducl%L Ompatn PURL'l'OtSi1LID\I IiU 1\C
Ann!Brian l ooutes.General Vann er Attn.T)un l`'arlum
Ijt I_i.01t1..h1lli)_�tf�S.t_ —_ 1d.1-Sl-id't•11,WI-\,UL' --------__--
Houston,I 77002 PT.LALinEltO\LE-PI.3331(
1JV1 I F.0 S TA I ES (!S
Itsi:(302)A?tl•70a I Tel:(3t1U)6{3-5'S23 233
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Product Sales Contract(Reseiler)
cer-n�nl;.os)
kEV I): Q 14
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Product Sales Contract Mmllerl C&1-010(-03)
REV 0 12114
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Inds 0
9 l
PETROLEUM PRODUCT SALE AGREEMENT 1
IUnbranded-Tenn-Rack)
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This Petroleum Product Sale.4,greement ("Agreement"), dated to be effective as of October 1,
2016 (the "Effective Date"), is entered into by and between PORT CONSOLIDATED, INC., a Florida
Corporation("Buyer"), and INDIGO ENERGY PARTNERS,LLC, a Georgia limited liability company
("Seller").Each of Buyer and Seller is referred to herein individually as a"Part),"and collectively,as the
"Parties."
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1. Tenn.The tern of this Agreement(the"Tenn"),shall be from the Effective Date through
September 30,2017(the"Expiration Date")_
2. Purchase and Sale. Seller agrees to sell and deliver to Buyer, and Buyer agrees to {
purchase and receive from Seller, the product or products described on Exhibit A (collectively, the
"Products",and each individually,a"Product"),in accordance with the terms and provisions of this
Agreement.Seller's obligations under this Agreement are expressly conditioned upon Buyer satisfying
Seller's credit and other financial requirements.
3. General Terms and Conditions.The general terms and conditions set forth on the attached
Exhibit B are incorporated herein for all purposes,
4. Volume Requirements;Delivety Point.Exhibit A attached hereto and made a part hereof
designates the monthly ratable volumes(the"Montlrly Volume"),and total aggregate gallons(the"Total
b oblare")of each Product that Buyer has agreed to purchase under this Agreement,and further designates
the location (each, a"Delivery Point")where each Product will be delivered FCA to Buyer. During each
calendar month during the Term, Seller agrees to sell, and Buyer agrees to purchase, not less than 90%
and not more than 110% of the Monthly Volume at each Delivery Point(the "F'alttine Ratzge"),which
shalt be ratable on a daily and weekly basis,and Buyer will not be allowed to purchase from Seller,and
Seller will not be required to sell to Buyer, more than 110% of the ratable weekly portions of,or more
than 110% of the ratable daily portions of the Monthly Volume. The volume of Product purchased will
be determined solely by the amount set forth on the net bill of lading generated at the Delivery Point.The
Monthly Volume may be adjusted from time to time upon mutual agreement;provided,however, in such
case a formal amendment to this Agreement is not necessary.
5, Price and Payment. Buyer agrees to pay Seller, at the prices specified therefor on Exhibit A
(tile"Price"), for all Products purchased under this Agreement within ten(10)days after the date of the
relevant bill of lading. Notwithstanding
g anything to the contrary contained herein, or Contained in any
other agreement between the Parties,Buyer shall pay to Seller on demand amounts equivalent to any and
all(collectively, the "Fees"): Taxes, duties, charges, and fees, and any and all increases thereon which
are now or hereafter unposed, directly or indirectly, on, against, in respect of, or measured by the
Products, or any material contained in the Products, or the inspection, production, manufacture, sale,.
purchase,storage,transportation,delivery,or other handling of the Products or material contained in the I E
Products, or any feature thereof, or otherwise relating to this Agreement. Fees are not included in the
Price and will be billed as a separate line item on each invoice. ! j
6. Termination. This Agreement may be terminated by either patty upon thirty(30)days 1 E
written notice. !
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7. Ratability.In addition to any other rights that Seller may have under this Agreement as a
result of Buyer's failure to purchase Products within the Volume Range,if Buyer fails to purchase at least
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901,0' of the Monthly VOILIJ11C for a given Product at a given Delivery Point, at Seller's sole discretion,
upon written notice to Buyer(the" Underlift Notice'), Seller may reduce the Monthly Volume thereafter
required to be sold and delivered by Setter to Buyer to the actual amount purchased by Buyer (the ;
"Adjusted Alontltty Volume-),which amount will be stated in the Underlift Notice.
8. Miscellaneous•
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a. Notices. All notices required by, permitted by or otherwise related to this Agreement
shall be in writing and sent by facsimile, overnight courier, hand, registered or certified mail, return
receipt requested with all postage hilly paid to the relevant Party at the address set forth below the i
signature block below. A Party may change or provide additional notice information to the other by I
giving notice in accordance with this section,A notice shall be deemed to have been received by a Party:
(i) if delivered by hand or sent by ovemight courier, on the day of delivery if a Business Day, or if not a j
Business Day, on the immediately following Business Day, (ii) if sent by registered or certified mail,
return receipt requested, on the date of receipt, and (iii) if transmitted by facsimile, at the time of
transmission with answer back confirmation of receipt
b. Cornuerparts,Facsimile Signatures, The Parties may execute this Agreement in multiple
counterparts, each of which constitutes an original, and all of which, collectively, constitute only one
agreement.The signatures of all of the Parties need not appear on the same counterpart,and delivery of an
executed counterpart signature page by facsimile or electronically scanned transmittal (including via
electronic mail in portable document format)is effective execution for all purposes under this Avreernent.
[signnhn es conrnrence ar%ollou•ing page]
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Buyer and Seller have executed this ARreemem to be effective for all purposes as of the Effective Date.
BUYER: SELLER:
PORT CO; S LI ,IN INDIGO ENERGY"PARTNERS,LLC
By: C By: cA�,�,
Name: I Name: David Mansfield
Title: Title: Director of Sales
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Notice to Buyer: Notice to Seller:
Port Consolidated,Inc. Indigo Energy Partners,LLC
Attn:Don Carlton Attn:41ftkt'-SHt4er David Mansfield
P.O.Box 350430 PA.Box 2535
Fort Lauderdale,FL 33335-0430 Gainesville,GA 30005
Fax:(954)527-1191 Fax:(673)923-4925
[Signature Page to Petroleum Product Sale Agreement]
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{
EXHIBIT A
TO
PE'fROLEUi4( PRODUCT SALE AGREEMENT
Certain Definitions;
PLATTS = Platt's Oilerant Price Report.
Sume Duy = Quote For the day of delivery,except for weekend or holiday days,for which the most recently
ubliyhed rclevant cote will apply
Deliver Point Product Volume I I
> Price Per Callon Mouth
(in Gallons)
OCT I 0050M0 1
NOV 1,050.000
DEC 1,030,000
GN MV 2D(5-I5 PPVI) 1AN I,050,000
F E B 1.050,000
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MAR 1.050.000
J015—USID4544FPRT APR 1,050,000
L-
'vtdsFL-NIOTDepot ,MAY 1A50.000
JUN 1,050,000
JUL 1,050,000
GN NR2D(S-l5 PPkl)-DYED AUG I,05o,000
SEP 1,050,000
Total 12.600.000
• Seller may increase these adders during the Term if and to the extent that Seller's actual secondary costs increase after the
Effective Date,but must give Buyer at least 30 days'notice or any changes before they become effective.
[End of Exhibit A]
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aau:,mt.,
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CWCenselidated
3141 SE 14th Ave.•P.O.Box 350430
Ft.Lauderdale,FL 33335
Phone:(954)522-1182
Fax:(954)527.1191
Toll Free:(800)683.5823
.January 12, 2017
Jeff English
City of Pompano Beach }
1190 NE 3rd Avenue
Building C
Pompano Beach, FL 33060
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Obligations of Co-Op Participants—UNLEADED GASOLINE&DIESEL FUEL FOR SOUTHEAST FLORIDA
GOVERNMENTAL COOPERATIVE GROUP
:pear Mr.English:
Perthe terms of the RFP,the following is a brief description of the obligations of the Co-op participants.
1. All Participants' storage tanks must be registered accordingly with all local code enforcement agencies.
2. Participating agencies can order fuel Monday through Friday from 7:30 AM to 5:00 PM.
3. Orders will be accepted via phone,fax,or e-mail. Automatic deliveries and/or weekly top-offs are
recommended for tankwagon deliveries.
4. Orders in by 3 PM are guaranteed next day service.
5. Port Consolidated expects Co-op participates to pay within the defined terms of the agreement. Failure
to do so may result in refusal of service.
6. Port Consolidated does not have volume purchase requirements for participating agencies. However,if
an agency does not purchase product on a regular basis,we cannot guarantee supply during an
emergency situation.
Should you or the City of Pompano Beach Purchasing Division have any questions on this proposal,please feel
free to contact me at any time.
SiFn
I
President
Port Consolidated
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Miami•Ff.Lauderdale•West Palm Beach-Ft.Pierce•Orlando•Jacksonville•Tampa I
www.portconsolidated.com
t
CM IConsotidated
3141 5E 14th Ave.•P.O.Box 350430
Ft.Lauderdale,FL 33335
Phone:(954)522-1182
Fax:(954)527-1191
Toll Free;(800)683-5823
January 12, 2017
Jeff English
City of Pompano Beach
`1190 NE 3rd Avenue
Building C
Pompano Beach, FL 33060
Contingency Plan of Action—UNLEADED GASOLINE&DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL
COOPERATIVE GROUP
Dear Mr. English:
Per the terms of the RFP,the following is a brief description of our Contingency Plan of Action.
1. Port Consolidated has contracted with 3 different suppliers in Port Everglades for approximately 4
million gallons per month of diesel and 825K gallons per month of gasoline.
2. Port Consolidated has contracted with 2 different suppliers in the Port of Tampa and Orlando for
approximately 2.25 million gallons per month of diesel and 375K gallons per month of gasoline.
3. Port Consolidated also has active accounts in Port Everglades with 7 other suppliers.
4. Port Consolidated operates 13 different petroleum storage facilities in Florida that can hold up to 3
million gallons of product.
5. Port Consolidated has more rolling assets than any supplier in the State of Florida. We have the ability to
shift those assets from one market to another depending on where the emergency needs arise.
6. Port Consolidated fills any/all petroleum storage available throughout its network prior to any named
storm. This storage capacity will allow us continuous operation while the other terminals are not
releasing product.
7. Port Consolidated operates 9 offices throughout the State of Florida. We have computer servers stored
at a hurricane proof facility in Dade County. Our office can function from any one of our 9 offices
throughout the State.
8, Port Consolidated has 6 satellite phones to utilize during times of crisis when AT&T is not operating.
9. Port Consolidated has a fleet of mobile generators in stock to position at any of our locations that may
experience a power outage.
i
Miami•F1.1-auderdale•Wesl Palm Brach•FI.Plerce•Orlando•Jacksonville•Tama
www.ponconaolldated.com !
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Pons"*'r
on
®9'dated
3141 SE 14th Ave.•P.O.Box 350430
Ft.Lauderdale,FL 33335
Phone:(954)522-1182
Fax:(954)527-1191
Toll Free:(800)683-5823
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10. Port Consolidated operates 6 different Cardlock facilities(private fueling stations)throughout the Tri-
County area. These facilities are not open to the public. They do require card activation through the CFN
network. ,
11, Port Consolidated has the ability to pull product from all other Florida Ports should Port Everglades
become incapacitated.
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These 11 simple steps should allow us to function properly throughout a time of crisis.
Should you or the City of Pompano Beach Purchasing Division have any questions on this proposal, please feel i
free to contact me at any time. i
Sincer , ,
o ar
residen t
Port Consolidated
Mang•Ft.Lauderdele•West Palm Beach•Ft.Plerce•Orlando•Jacksonville•Tampa
wvnv.portconsolidaled.com
COMPLETE THE PROPOSER INFORMATION FORM ON THE ATTACHMENTS TAB IN THE
EBID SYSTEM. PROPOSERS ARE TO COMPLETE FORM IN ITS ENTIRITY AND INCLUDE
THE FORM IN YOUR PROPOSAL THAT MUST BE UPLOADED TO THE RESPONSE
ATTACHMENTS TAB FOR THE RFP IN THE EBID SYSTEM.
PROPOSER INFORMATION PAGE
RFP E-13-17 unleaded Gasoline and Diesel Fuel for Southeast Florida Purchasing cooperative Group
(number) (RFP name)
To: The City of Pompano Beach, Florida
The below named company hereby agrees to furnish the proposed services under the terms i
stated subject.to all instructions, terms, conditions, specifications, addenda, legal advertisement,
and conditions contained in the RFP. I have read the RFP and all attachments, including the
specifications, and fully understand what is required. By submitting this proposal,I will accept a I
contract if approved by the City and such acceptance covers all terms, conditions, and
specifications of this proposal. i
Proposal submitted by:
Name(printed) Don Carlton Title president
Company(Legal Registered) port Consolidated
Federal Tax Identification Number 59-1 173292
Address 3141 Se 14th Ave.
City/State/Zip Fort Lauderdale, FL 33316
Telephone No. 800-683-5823 Fax No. 954-527-1191
Email address dcarlton@portconsolidated.com
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RFP E-13-17
UNLEADED GASOLINE&DIESEL FUEL FOR SOUTHEAST
FLORIDA GOVERNMENTAL PURCHASING COOPERATIVE GROUP
ATTACHMENT"A"
SPECIFICATIONS & REQUIREMENTS
The table included in Attachment "B" provides information from each Participating Agency as
regards the size, type and location of fuel storage tanks and their estimated error_ �thIp usage of the
various fuels included in this Request for Proposals.
I. SPECIFICATIONS
1.1 Successful Proposer will sell to all participating agencies the following products (tile
"Products'):
• "Ultra Low Sulfur diesel": No. 2 Ultra Low Sulfur, on-road, clear, taxable diesel
fuel per ASTM D975-08a specifications, or latest revision.
• "Ethanol Gasoline": 10% Ethanol blended gasoline per ASTM D4814-07b
specifications,or latest revision.
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1.2 Additional,Optional Fuel Products:
• Midrange Unleaded Gasoline: Minimum Octane of 89.0
• Ultra Low Sulfur#2 Red Dye Diesel
• "5% Biodiesel Fuel": Ultra Low Sulfur 5% Biodiesel blended fuel, on-road, clear,
taxable diesel fuel. The 13100 will conform to ASTM D6751-08 or latest
revision.
• "20% Biodiesel Fuel": Ultra Low Sulfur 20% Biodiesel blended fuel, on-road,
clear, taxable diesel fuel. The 13100 will conform to ASTM D6751-08 or latest
revision.
• E85 Fuel Ethanol: Shall conform to the chemical and physical standards for fuel
Ethanol as set forth in the ASTM International Designation D5798-99,"Standard
specification for fuel Ethanol (Ed 75-Ed85) for Automotive Spark-Ignition
Engines".
1.3 The products supplied as a result of this Request for Proposals must conform to the
specifications of the State of Florida and comply with all Federal, State and local laws
and regulations as applicable on date of delivery.
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2. PRICING METHODOLOGY:
2.1 Prices proposed are to be F.O.B. delivered expressed as a positive or negative differential
from the applicable daily OPTS price published in the "OPTS Contract Benchmark File"
as described herein for the date of delivery of wvodnrct to the Participating Agency and
are exclusive of all Federal, State and County Excise taxes and fees. Any other
applicable takes and fees shall be added at the time of invoicing. See Paragraph 3,
TAXES .
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Item Description Transport Delivery Tanlcwagon Delivery
No. Differential Proposed Differential Proposed
per gallon* per gallon*
1 87 Octane Unleaded $ !� ) p, u/� $ 0, �
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2 Diesel Fuel 42 Ultra $ + 0/4 $ 9 , we y
Low Sulfur
3 Lump Sum $ _/each $
Additional Delivery
Charge for Deliveries
bevond 30 mile
radius of Port
Everglades only.
* Calculate differential proposed to fourth decimal point.DiFierential proposed to remain firm during
initial contract period and any renewal period
Note: If your proposal is contingent on your firm being awarded a contract for all products and
all delivery methods, Proposer must indicate this condition in the proposal response.
2.2 Pricing of Unleaded 87 Octane Gasoline is to be proposed using the following
methodology:
Daily Published OPIS Gross CBOB Llhanol 10% Unleaded Unbranded Rack Average
Prices(For the applicable Reid Vapor Pressure-RVP on the date of delivery of product at
the rack)
Pins
Positive or Negative differential proposed for 87 Octane Unleaded on Proposal Form,
Paragraph 6. (Differential to be constant regardless of the applicable RVP.)
2.3 Pricing of Ultra Low Sulfur Diesel #2 is to be proposed using the following
methodology:
Daily Published OPTS Gross Ultra Low Sulfur Distillate No. 2 Unbranded RackAvera£re
prices.
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Plus
Positive or Negative differential proposed for Diesel Fuel #2 Ultra Low Sulfur oil
Proposal Form, Paragraph 6.
2.4 The price proposed with differential shall include the vendor's cost of product, vendor's
profit, the cost of delivery within a 30 mile radius of Port Everglades, and any and all
other costs. A lump suns,additional delivery charge only applicable to deliveries beyond
a thirty(30)mile radius of Port Everglades may be proposed on the pricing sheet Within
the thirty (30) mile radius of Port Everglades the proposed costs must include delivery I
regardless of the actual varying road miles required to be driven to make deliveries within
that radius to each tank location. The differential proposed for Unleaded Gasoline and
Diesel Fuel or any additional fuel products shall not change durinv the initial term of the
contract or any renewal periods. No other charges shall be added. Differential must be
expressed in dollars and/or cents per gallon. 1
2.5 The selected proposer shall advise the Lead Agency of all available Federal or State
credits and discounts available on all fuel types being purchased herein. The selected
proposer shall apply all applicable credits and discounts to the price charged to the Co-Op
and identify and reflect the discount on the applicable invoices. (Note: the applicable
credits and discounts will be incorporated after award and shall not be reflected in the
Price proposal Schedule.)
2.6 Alternative Fuels
Considering the dynamic nature of fuel technology and the growing demand for
alternative fuels, the Co-Op reserves the right to add any alternative fuel to the fuel types
required. When such a need arises, the Co-Op shall contact the selected Proposer to
determine if the selected proposer has the ability to provide or obtain the alternative fuel.
The Co-Op shall provide the selected Proposer with information on the Biel type, the
technical specifications of the fuel, the acceptable operating parameters, the estimated
quantities, delivery requirements, and any other relevant information available. The
selected proposer shall submit a written price offer for the supply of the alternative fuel
for the Co-Op's review and approval.
However, if the selected proposer is unable to supply the alternative fuel type, or the Co-
Op does not accept the selected proposer's price offer, the Co-Op shall have the right to
purchase the alternative fuel elsewhere.
2.7 Additional Fuel Products: Proposers may submit under a separate cover a price proposal
on the following fuels. Proposers must outline the Pricing Methodology for each {
additional fuel product proposed.
Item No. Description i
1 Midrange Unleaded 89 Octane
2 Recreational Unleaded 90 Octane
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3 Ultra Low Sulfur#2 Red Dye Diesel
1
4 Biodiesel Fuel B5 I
5 Biodiesel Fuel B20
6 E85 Fuel Ethanol
3. TAXES:
3.1 The agencies listed herein are counties, municipalities or subdivisions of the State of
Florida and are exempt from Federal Gasoline and Diesel (excise)Road taxes and Florida
Sales Tax.
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3.2 Proposals will be considered only from Proposers who do not require the payment
of these taxes.
4. SUBSTITUTE/ALTERNATE METHOD FOR PRICE ADJUSTMENT:
4.1 The City reserves the right, based on mutual agreement with the successful proposer, to
substitute an alternate method for price adjustment for a specified, negotiated
period of time if:
A. An interruption in the OPTS Index is experienced beyond existing scheduled
holidays(Independence Day,Christmas,etc.),or
B. The listing of prices for the OPIS Index are interrupted or modified to a degree
which would require alteration of the computation formula to determine a fair
price,or
C. The use of the OPTS Index prices becomes non-representative of the market.
D. The Successful Proposer provides clear and convincing; proof that market
conditions unrelated to the OPTS Index have been materially altered from those
that existed at the time of award or renewal of contract. Such proof may consist
of contracts with suppliers, invoices or published indexes,etc.
4.2 The City may, if deemed to be in the City's best interest, elect to modify the pricing
methodology in the situations listed above in the following manner using any Nationally
recognized, published benchmark or index. `
The firm markup or discount will include the vendor's cost of product
,, profit, delivery
costs and any other costs. The firm markup or discount for Unleaded Gasoline or Diesel
shall not chance during the negotiated term of the contract amendment. No other charges
shall be added.
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4.3 The City may also negotiate a per transport or tank wagon delivery surcharge, if market
conditions necessitate such a solution.
4.4 If it is determined by the City to be in its best interest to substitute an alternate method for
price adjustment as specified above, the contractor(s) will be notified thirty (30) clays
prior to the effective date for the alternate adjustment. If an alternate price adjushltent
method is not acceptable to all awarded contractor(s),the City may cancel this contract in
whole or in part by giving the contractor(s) ninety(90)days prior written notice.
5. INVOICING
5.1 All invoices shall be provided to each participating agency via an electronic method
within twenty-four(24)hours of date of delivery of product, Each invoice shall reference
the date of the applicable published OPTS price for that day with the appropriate
differential as per the contract, Successful proposer shall list separately on invoice each
individual non-exempt tax/fee and the amount of the differential.
6. ORDERING& PAYMENT:
6.1 Each participating governmental agency will, based on the award of contract made by the
Lead Agency and with the same prices, terms, and conditions establish its own contract
with the successful proposer(s) in a manner acceptable to the successful proposer; will
issue its own purchase orders; will require separate billing and will issue its own tax
exemption certificates as required by the successful proposer.
6.2 The City of Pompano Beach Purchasing Division will furnish a copy of proposers list and
any other information submitted with the proposals to all participating agencies.
6.3 Payment will be made 4), each Participating Agency within fifteen (15) calendar days
from delivery of product at Participating Agencies location via wire transfer to seller's
account and bank, as indicated on the invoice.
6.4 It is understood and agreed that the City oC Pompano Beach is not a legally bound party
to any contractual agreement made between any other agency and the successful proposer
as a result of this Request for Proposals.
6.5 After award of contract(s) to successful proposer(s) the City reserves the right to issue
purchase orders in accordance with the terms of this contract.
7, Reporting Requirements
The selected Proposer shall submit to the Lead Agency a Fuel Purchasing Report on a monthly
basis. The fuel Purchasing Report shall include fuel volume totals by fuel type for each
participating agency. The report shall also include a "Grand Total" (year-to-date) fuel volume
for all Participating Agencies for each fuel type. The required fields are the following:
• Reporting Period (specify month)
• Participating Agency
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• Delivery volume (do not round off reported volume amounts, allow vohumes to be
reported up to as many decimal places as needed).
• Subtotal volume (per fuel type for each Participating Agency)
• Cumulative Total Volume Year to Date(per fuel type for all Participating Agencies)
• Note regarding fuel types: report must specify the ethanol and biodiesel blend being
delivered.
The Fuel Purchasing Report shall be sent in electronic format(Excel format preferred)via email
to: purchasing@copbfl.com.
8. DELIVERY REQUIREMENTS
For the purposes of this section the term Carrier shall mean the Seller or an independent
contractor hired by the Seller for the delivery of fuel to the Participating Agencies.
8.1 LEGAL REQUIREMENTS: I.
A. Compliance with Laws and Codes: Federal, State, County, and local laws,
ordinances, rules and regulations that in any manner, affect the terms covered herein
apply. Lack of knowledge by Carrier shall in no way be a cause for relief from
responsibility. The Carrier shall strictly comply with Federal, State and Local
building and safety codes. Equipment shall meet all State and Federal Safety
Regulations.
B. Independent Contractor Relationship: The Carrier is, and shall be, in the
performance of all work, services, and activities under the Agreement, an
Independent Contractor and not an employee, agent, or servant of any Participating
Agency. All persons engaged in any of the work or services performed pursuant to
this Contract shall at all times, and in all places, be subject to the Carrier's sole
direction, supervision, and control. Tile Carrier shall exercise control over the means
and manner in which it and its employees perform the work and in all respects the
Carrier's relationship, and the relationship of its employees, to any Participating
Agency shall be that of an independent contractor and not as employees or agents of
any Participating Agency.
C. Certifications, Licenses and Permits: Carrier shall provide a copy of all applicable
Certificates of Competency issued by the State of Florida in the name of the Carrier.
It shall also be the responsibility of the Carrier to submit prior to commencement of I
work a current Occupational License and all permits required to complete this
contractual service at no additional cost. It is the responsibility of the Carrier to
ensure that all required certifications, licenses and permits are maintained in force and '
current throughout the term of the Agreement.
9. DELIVERY/RESPONSE TIME:
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A. Delivery shall be required within twenty-four(24) hours unless an alternate delivery date has
been requested by the Participating Agency.
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B. Daily orders shall be placed by e-mail from a participating agency representative by 10:00
a.m., Monday through Friday.
C. Deliveries shall be made within 24 hours of order placement unless the participating agency
specifically requests otherwise as indicated on the order, in which case, requested delivery
date and time shall become the required delivery time.
D. Orders placed on Friday shall be delivered no later than 5:00 p,m. the. following Monday,
unless the participating agency specifically requests otherwise, in which case., requested
delivery date and time, shall become the required delivery time. The participating agency
shall not require the carrier to deliver on Sundays (except for declared emergency situations).
E. A transport load shall be defined as no less than 7,500 gallons of Ethanol blended or regular
gasoline or no less than 7,000 gallons of Ultra Low Sulfur Diesel or 5% biodiesel fuel or
20%biodiesel fuel.
F. The Participating Agencies reserve the right to split any load between no more than Mwo
delivery sites for their agency.
G. If the carrier is unable to meet the delivery requirements, it shall be the responsibility of the
carrier to notify the participating agency within 2 hours of the delay occurring so that the
participating agency can determine if it needs to transfer fuel between its sites to cover delay.
Fl. At time of delivery, carrier shall present a delivery ticket/bill of lading to a participating
agency representative, or if requested, deliver document to a specified location. The
delivery ticket/bill of lading shall include:
• Bill of lading number.
• Name of supplier and carrier.
• Date and time of delivery.
• Type of fuel delivered.
• Gross gallons and net gallons delivered.
• Inches in fuel tank, before and after delivery.
• Driver's signature.
• Signature of participating agency employee receiving delivery, unless otherwise
indicated. y
• Delivery address.
I. Carrier shall be adequately equipped, staffed, and supplied to, promptly, and efficiently,
furnish, deliver,and dispense,all products that are submitted at various facilities.
J. Carrier shall have the ability to fill above-ground tanks.
K. Carrier shall be fully responsible for any and/or all actions of their employees that require
clean Lip or ground sterilization as the result of an "improper' delivery. Carrier shall have
and shall maintain those types and quantities of materials necessary to contain spilled
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proch►ct(s). Carrier shall be responsible for prompt and thorough cleanup of all spillage, as
per EPA specifications,and for any agency fines or fees that result from contamination.
L. Discovery or occurrence of a spill, on overfill, excess water in the tank, suspected i
contamination of surrounding area, suspected tank failure, or any other indication of
chemical release shall be immediately reported by the Carrier to the participating agency.
Where the event is directly or indirectly the result of carrier's actions, the carrier shall also
affect containment and initiate cleanup immediately,
M. All transport truck deliveries will be temperature adjusted to 60 degrees F in accordance with
the latest edition of the American Society for Testing and Materials (ASTM) Table 613,
Volume It, Petroleum Measurement Tables. Delivery tickets and invoices shall reflect the
net gallons delivered after temperature compensation. !
N. Any Tankwagon deliveries will be metered in gross gallons and invoiced in gross gallons.
O. Agencies will accept fuel from trucks with sealed State approved and inspected meters.
Trucks that have State of Florida Department of Agriculture and Consumer Services sealed,
calibrated and certified compartment tank volume markers for the petroleum product being
delivered, are also acceptable.
10. SPILLAGE:
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A. The Contractor and/or his subcontractors making deliveries shall be fully responsible for
any errors or mistakes that require clean up or ground sterilization. Contractor will be
responsible for prompt and thorough cleanup of all spillage per EPA specifications and
for any agencies fines or fees for any contamination that result from improper delivery of
fuel.
l 1. PRIORITY DELIVERIES:
Preference of deliveries shall be given to agencies providing emergency relief and response
services and members of the co-op who are participating in this contract, in case of declared
emergencies or natural disasters.
Proposers shall attach au emergency plan that assures continued deliveries of these
products in case of emergencies and/or when additional quantities may be required.
12. WORK SITE SAFETY/SECURITY: i
The carrier shall at all times guard against damage or loss to the delivery site property, the
Carrier's own property, and/or that of other contractors, and shall be held responsible for
replacing or repairing any such loss or damage. When applicable, the Carrier shall provide
fences, signs, barricades, flashing lights, etc. necessary to protect and ensure the delivery site(s)
and insure that all county, State of Florida, OSHA, and other applicable safety regulations are
met. Additionally, carrier shall provide for the prompt removal of al debris from delivery sites. l
All participating agencies may withhold payment or make such deductions as deemed necessary
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to ensure reimbursement or replacement for loss or clamage to property through negligence of the
Carrier or its agents.
13. ADDITION OF DELIVERY SITES:
Each Participating Agency shall be able to add delivery sites to the attached list, with 7 days
notice to the seller.
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Consolidated
CPW
3141 SE 14th Ave.•P.O.Box 350430
Ft.Lauderdale,FL 33335
Phone:(954)522-1182
Fax:(954)527-1191
Toll Free:(800)683-5823
:January 12, 2017
Jeff English
City of Pompano Beach
1190 NE 3rd Avenue
Building C I
Pompano Beach, FL 33060
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Additional Products—UNLEADED GASOLINE & DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL
COOPERATIVE GROUP
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Dear Mr. English:
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Per the terms of the RFP, please see below quote for Additional Fuel Products:
Tankwagon
Transport Delivery Delivery
Item Differential Differential
No. Description Proposed Proposed
1 Midgrade UNL 89 Octane E-10 +0.099 +0.199
2 Recreational Unleaded 90 Octane +0.099 +0.199
3 Ultra Low Sulfur#2 Red Dye Diesel +0.149 +0.349
4 Biodiesel Fuel B5 +0.049 +0.149
5 Biodiesel Fuel B20 +0.049 +0.149
6 E85 Fuel Ethanol .10 under 87E10 .10 under 87E10
7 Biodiesel Fuel BS .01 under ULSD .01 under ULSD
8 Biodiesel Fuel B10 .015 under ULSD .015 under ULSD
9 Biodiesel Fuel 620 .02 under ULSD .02 under ULSD j
10 Premium UNL 93 Octane E-10 +0.099 +0.199
We will utilize the same OPTS Unbranded Rack Index as outlined in Section 2 of the RFP, "Pricing
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Methodology".
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Miami•F1.1-auderdele-West Palm Beach•Ft.Plerce-Orlarrlo•Jacksonville-Tampa
www.porteansolideted.com
ILEJUConsolidated
3141 SE 14th Ave.-P.O.Box 350430
Ft.Lauderdale,FL 33335
Phone!(954)522-1182
Fax:No45u7-11m
Toll Free:(800)683-5823
Should you or the City Of Pompano Beach Purchasing Division have any questions on this proposal,
.please feel free to contact meat any time.
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President
Port Consolidated �
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Miami Ft-Lauderdale West Palm Beach-R.Plerce-Oflando-Jacksonville-Tampa
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CPW ns®lidsted
3141 SE 14th Ave.•P.O.Box 350430 !
t
Ft.Lauderdale,FL33335 i
Phone:(954)522-1182
Fax:(954)527-1191 j
Toll Free:(800)683-5823
January 12, 2017
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Jeff English !
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City of Pompano Beach
1190 NE 3rd Avenue
Building C j
Pompano Beach, FL 33060
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Alternate Proposal—UNLEADED GASOLINE & DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL
COOPERATIVE GROUP
Dear Mr. English:
Please be advised. For those municipalities that wish to haul their own product, Port will deduct$0.01
per gallon from the standard delivered transport offering.
Port Consolidated also has the ability to arrange for"Fixed Price"fuel contracts. These programs will
allow municipalities to budget their fuel costs without having to combat day to day market volatility.
Please see the attached "Fixed Price"Supply Agreement. Pricing or quotes for such programs change
by the minute. We would prefer to quote accordingly if and when the need arises.
Should you or the City of Pompano Beach Purchasing Division have any questions on this proposal,
please feel free to contact me at anytime.
Since y,
President
Port Consolidated
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Miami•FLLauderdale•West Palm Beach•R.Piarca•Orlando•Jacksonville•Tampa
www.poriconsolidated.com
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Port Consolidated
3141 SE 14t1' Ave. Exhibit A l
Fort Lauderdale, FL 33335
Petroleum Product
Sales/Purchase Agreement
SUBJECT TO THE TERMS AND CONDITIONS OF THIS SALES/PURCHASE,AGREEMENT.BUYER AGRFES TO PURCHASE AND SELLER
AGREES TO SELL AND DELIVER THE FOLLOWING PRDDUCT(S)AT THE PRICE(S)AND IN THE QUANTITIES(TO BE PULLED RATABLY
THROUGi-lour THE DELIVERY PERIOD)AS SET FORTH iN THIS AGREEMENT.
ACCEPTED AND AGREED TO ON
Buyer: Se11er:PORT CONSOLIDATED
Attn-. Attn:JOSE13I-1 R.SISKA
Title: 'Title:CFO/TREASURE, i
Phone: Phone:954-522-1182 x233
Fax: Pax:954-527-1191
By: BY:
Print Name: Print Name: Donald Carlton,Jr,
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Title; Owner Title: President
I. F.O.B- Monthly
Delivery Point(s) Gallons Product
2. Pavment Terms:Payment Net 15 Days tom date of bill of lading. All payments shalt be made in US Dollars:Volume shall be determined
solely by the terminal net bill of lading or certified meter reading.
3. Term:The Tenn of this Agreement shall be for a period of months,beginning on and ending on
4. Price:
5. Credit: Upon request Buyer will promptly furnish to Seller financial statements. references from banks and trade organizations and any other
information requested by Seller. Buyer represents and warrants that all financial statements or similar documents provided by Buyer to Seller
(previously or hereafter)(i)do or will rairly present in all material respects Buyer's financial condition as of the date of such documents:(ii)he
been prepared in accordance with U.S,generally accepted accounting principles and(iii)if audited,have been certified without reservation by a fiavrm
of independent public accountants. Seller shall determine a credit limit ("Credit Limit") for Buyer. Buyer agrees that it shall not contract for
Product(s)in excess of its Credit Limit, Buyer shall have the right to contract for amounts reflecting the difference between the Credit Limit and ally
amounts due and owing to Seller. Seller in its discretion may require Buyer to make a eood Firth deposit at initiation of this Agreement to secure Buyer's
performance. IAlternative: Seller in its discretion may require Buyer to make several deiwsits on demand during the Term of the Agreement to secure
Buyer's performance I Stich deposit(s)will constitute credit against future delivery and may be applied against one or more invoices(exclusive of taxes)in
Seller's discretion, Seller has the right o use any deposit(s)to set off against any obligations of this Agreement.in the event Buyer defa lts hecomes
insolvent or files for bankruptcy.
6, TaxeVFces: Buyer acknowledges that tares and fees are not included in the price set forth above,shall be billed as a separate line item and are
subject to change from tune to time without notice. Buyer fitrther acknowledges that it is responsible for paying on demand any and all(a)costs and
expenses for transportation from the desimlated supply point(s)set forth herein and(b)taxes,duties,charges,assessments and fees(including without
limitation superfiuxl and environmental fees) imposed,directly or indirectly.now or hereafter on,against.in respect ol:or measured by the Product(s),
or any material contained in the Productts).or related to inspection.production,manufacture.sale.use,purchase.storage-transportation,delivery,or
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other handling of the Producl(s)or material contained in the Product(s),or any feature thereof,or otherwise relating to this Agreement. The parties
specifically agree that the preceding sentence shall apply regardless of any other term or condition contained herein or any outer agreement between
the parties. Should Buyer claim exemption from any taxes, Seller is under no obligation to verily such status and Buyer shall indemnify Seller
pursuant to Paragraph 15 in the event Buyer is or was not exempt from such taxes.
7. Specification: Per Seller specifications.
8. Ouantir•/Volmne: Buyer shall purchase 100%of Monllily Gallons per each Delivery Point. Buyer is required to lift Product(s)ratably on a
weekly basis at all Delivery Points.
9. Ratable Usage: During each calendar month of this Agreement.Buyer is required to lift each Product on a ratable basis by the week of any or all
of the delivery points. The weekly rntabie volume for each Product by delivery point is 7/30 of the maximum monthly volume(defined as
one twelfth of Purchaser's yearly commitment or otherwise computed on a pro rota basis based on the number of months of this Agreement)
specified for each delivery point.
10. Default and Remedies: For the purposes ofthis Agreement.Buyer's default includes(a)the making of any false or misleading representation in
this Agreement and (b) the failure to observe or comply with any provision or covenant in this Agreement. In the event of Buyer's default,Seller
may seek all legal and equitable remedies,including, without limitation,all rights provided by Article 2 of the Uniform Commercial Code. Seller
may also seek its attorneys' fees.costs and expenses incurred in connection with Buyer's default. In addition,in the event that any invoice is not
paid when due or Buyer takes delivery in violation of Buyer's Credit Limit.Seller may at its option(i)suspend or condition further deliveries or(ii)
terminate this Agreement. without notice or demand,and all unpaid balances shall be immediately due and payable. In the event Buyer fails to take j
dcliVery of any portion of any Product(s) during the Term, including non-delivery aS a result of Buyer's default, Buyer agrees to pay Seller
immediately Seller's lost profits on the undelivered quantity of Product(s). All amounts not paid when due shall bear interest at %per annum and
shall he payable with all costs of collection. including,without limitation.Scllers attorneys Fees,costs and expenses. Upon the occurrence of any
default,Seller may set off against the indebtedness of any amounts owing by Seller to Buyer,whether or not those amounts are immediately payable.
Seller shall have the right to require the Buyer to take possession of the Product with or without demand and with or without process of law and the
right to sell or dispose Orthe Product.
11.Notices:Any notice,request or other communication required or permitted by or pertaining to this Agreement(-Notices-)shall be in writing and
issued to the addresses as listed above. Notices shall be delivered by(a)by a nationally recognized courier or messenger service with confirmed
delivery, (b)personal service or(c)First class mail prepaid.Notice using the methods set forth in(a)or(b)shall be deemed effective if delivered
between 9AM(EST)and 5PM(EST)("Business Hours")on a day on which commercial banks are ripen for business("Business Day').any notices
delivered after Business Hours or on a non-Business Day shall be deemed delivered as of 9AM(EST)on the first Succeeding Business Day.Notices
by first class prepaid mail shall be deemed received 5 calendar days after mailing.Refusal by a party to accept notice shall not affect its validity.
12. Allocation: Seller.in its sole discretion,may decide to allocate or limit quantities of Product(s)available for sale. In such instance.Seller shall
exercise reasonable efforts to provide all of its buyers with allocations of Product(s)reflecting amounts purchased previously on a regular basis prior
to allocating any Product(s)to non guaranteed quantity purchase customers and/or new customers,
13. Over Lifting: For purchases of Product(s)exceeding the amounts set forth in Section 1 above.the Buyer shall be charged in accordance with
current Port Consolidated delivered prices,
14.Nan-Reliance: Buyer represents that is entering into this Agreement as a principal (rather than as agent of any person or entity)and has made its
own independent decisions to enter into this Agreement.Buyer is not relying on any communication(written or oral)of Seller as a recommendation
to enter into this Agreement. Buyer is capable of assessing the merits of and understanding(on its own behalf or through independent professional
advice),and understands and accepts,the terns.conditions and risks ol'this Agreement.
15. Warranties: Seller warrants that Product(s)delivered to Buyer will conform to the description(s)set forth on page I of this Agreement. This is
Seller's sole warranty, SELLER MAKES NO OTHER WARRANTIES OF ANY KIND,WHETHER EXPRESS OR IMPLIED, WITH
REGARD TO ANY PRODUCT(S)PURCHASED HEREUNDER. ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED AND SPECIFICALLY EXCLUDED.
16. LIMITATION OF LIABILITY: SELLER DISCLAIMS AND BUYER HOLDS SELLER HARMLESS FROM AND AGAINST ANY
LIABILITY FOR CONSEQUENTIAL OR OTHER INCIDENTAL DAMAGi;S. BUYER AGREES TO INDEMNIFY AND HOLD SELLER
HARMLESS FROM ANY CLAIMS OF LIABILITY ARISING FROM USE OF THE PRODUCT. Wi iETI-IER SINGLY OR IN COMBINATION
WITH OTHER SUBSTANCES. Seller shall not be liable for damages, whether arising from performance of Seller's obligations under this
Agreement,tort(negligence), or otherwise for loss of anticipated profits,loss by reason of plant shutdown.non-operation or increased expense of
operation,service interruption,claims of customers,cost of money,loss of use of capita(or revenue,or for any special,incidental or consequential
loss or damage. Buyer agrees to defend, indemnify and hold harmless Seller from and against any and all liability,losses,damages,costs,claims,
lawsuits,judgments,settlements and expenses,including without limitation,reasonable attorneys fees,costs and expenses arising or related to this
Agreement or Sellers performance under this Agreement. Buyer assumes all risk and liability for and shall inderrnlify and hold Seller harmless from i
and against any and all loss,damage or injury to persons or property(whether to Buyer or third parties) arising out of the ownership,use,custody, {
control or disposition or the Product(s)by Buyer,its agents and employees or by any third parties.
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17, Risk of Loss and'title; Identification of the Products)shall occur the Agreement is effective. Risk of loss passes to Buyer on identification.
Title of the Product(s)shall pass to Guyer on physical possession.
18. Defects: Buyer shall within 2 day:s advise Seller of any alleged defect or failure to conform with specifications. If the parties agree that the
Seller is responsible,at Seller's option(a)the defective Product(s)shall be returned at Buyer's expense.properly safeguarded against normal transit
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risks as required by Seller, for replacement by Seller or (b) the parties shall negotiate a mutually acceptable amount to be deducted from the
Agreement price,the payment of which shall operate as a full release of Seller.Buyer's lnilure to notify Seller of any alleged defect or failure to meet
specification within 2 clays shall constitute a complete ttaiver of any claim with respect to defects or tailure to conform and Buyer's release and
covenant not to sue Seller with respect to any such claim.
19. Acceptance:Buyer's acceptance of delivery of Product(s)shall constitute irrefutable evidence of its agreement to the terms and conditions set
forth herein,
20. Responsibilin to Warn and Repoi : Buyer assumes all responsibility for(a) warning and protecting its personnel and any third parties of all
hazards to persons and property related to the Produci(s)and(b)complying with all relevant reporting obligations under the Emergency Planning and
Community Right to Know Act of 1986.42 LISC Sections 110 1-11049 resulting Flom the presence of chemicals under this Agreement.
21. Applicable Law/Foruin/Jury Waiver; `'his Agreement is governed by and shall be construed under the laws of the State of Florida without
reference to conflicts of laws rules or principles. With respect to any suit.action or proceedings relating to this Agreement ("Proceedings")each
Party irrevocably(a)submits to the exclusive jurisdiction of the Courts of the State of Florida and the United States District Court located in Brownrcl
County: (b)waives any objection that it may have at any time to the laying of venue of any Proceedings brought in such court.(c)waives any claim
that.such Proceedings have been brought in an inconvenient forum and(d)further waives the right to object, with respect to such Proceedings,that
such court does not have jurisdiction over such party. INSOFAR AS PERMITTED BY LAW. EACH PARTY IRIZPVOCAi3LY WAIVES ANY
AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING IN CONNECTION WITH Ti-lIS AGREEMENT AND
ACKNOWLEDGES '['HIS WAIVER iS A iv1ATERIAL INDUCEMENT TO THE OTHER PARTY'S ENTERING INTO THIS AGREEMENT.
The prevailing party in any litigation between the patties shall be entitled to recover reasonable costs including external attorneys fees.
22. Waiver:No waiver by either Party hereto of a breach of an obligation owed hereunder by the other shall be construed as a waiver of any other
breach, whether of the same or of a different nature,No delay or failure on either Party's part to enforce any right or claim, which it may have
hereunder, shall constitute a waiver on the respective Party's part of such right or claim. All rights and remedies arising Linder this Agreement as
attended and modified from time to time are cumulative and not exclusive of any rights or remedies which may be available at law or otherwise.
23.Assignment:Neither Party shall assign this Agreement without the consent of the other Party hereto.Any such attempt to assign this Agreement
shall:be null and void.Nothing herein shall confer or is intended to confer on any person or entity which is not a party to this Agreement any rights or
benefits under this Agreement,
24.Amendment:This Agreement shall not be modified or amended,except by written instrument duly executed by officers or other duly authorized
representatives of the respective Parties. Notwithstanding the foregoing,Buyer agrees that Seller may modify the terms or this Agreement at any
time to comply with changes in applicable law. Acceptance or acquiescence in a course of performance rendered shall not be relevant to determine
the meanings of these terms and conditions.Notwithstanding any provisions therein to the contrary,tury terms and conditions in a Buyer's purchase
order,confirmation,ackno4vlcdgemenl Corm or other document issued by the Buyer that conflict with this Agreement or increase Seller's obligations
are rejected and shall not be binding on Seller unless expressly accepted by Seller in writing.
25.Severability:Any provision hereof which is legally unenforceable shall he ineffective only to the extent of such unenforceabilit°without thereby
invalidating the remaining provisions hereofor arfecling the validity ofenforecability of this.Agreement as a whole,
26.Entire Agreement:This Agreement contains the entire agreement and understanding between the Parties with respect to the subject matter hereof
and there are no other promises.representations,or tyarrantics affecting it.
27. Force Maieure: in no event shall the Seller be head liable(a)for indirect,consequential,punitive,or multiple damages or(b)for any loss orally
kind caused,directly or indirectly, by federal,state or local law.order or regulation,government restrictions,war(whether declared or undeclared).
terrorist acts, insurrection. riots, tires. flooding, strikes, failure of utilily services. accidents, adverse weather or other events of nature. or other
conditions bevond its reasonable control
28. insurance: Buyer shall carry and maintain comprehensive general public liability insurance. including contractual liability. bodily in and
damage, workmen's compensation. and employer's liability insurance throughout the Term of the Agreement and an,v extension of'this
Agreement. `
29, Recording: Each party may,in its commercially reasonable discretion,record,on tape or otherwise,any telephone conversation between the parties
and involving their respective officers,agents and employees,attd each party hereby agrees and consents thereto.
30.Time is of the Essence:Time is of the Essence in this Agreement. Failure to meet a deadline shall be a breach.
31.Headin s:Headings in this Agreement are for convenience only and should not be used for interpretive purposes.
32.Authority to Sian: Each party executing this Agreement is duty authorized to do so and all entity action necessary for the making of this
Agreement has been duly liken.
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p mpano City of Pompano Beach, Purchasing Division
f 1190 N.E. 3t-d Avenue, Building C
�� 'beach.
Pompano Beach Flot-ida 33060
Florida's Warmest Wolcome � ,
December 22, 2016
ADDENDUM #1, BID E-13-17
Unleaded Gasoline and Diesel Fuel for Southeast Florida Purchasing Cooperative
Group
To Whom It May Concern,
Please review the following question and the City's answer.
Q1: I wanted to confirm the volume on the bid as it seems to be a sizable difference
from last year. Last year's volume: 21,434,744 gallons. This year's volume: 3,621,580
gallons. I wanted to make sure we recorded the correct gallons in our system and
communicated it to our bid team.
All: The aggregate fuel capacity-of the Southeast Florida Governmental Purchasing
Cooperative Group, which is shown in Attachment B, represents only one fill-up of all
the tanks owned by each participating Co-op member. Attachment D "Co-op volume
report Jan-Dec 2015" may be more useful for annual volume projections, as it records a
full year's history of multiple deliveries.
Q2: [We] would like to prepare a proposal for the above referenced bid. However, I
would like to know if we have to bid on all sites, or can we bid on just the tanker sites?
A2: This is an "all or nothing" solicitation, The successful proposer will be expected
to provide diesel AND unleaded gasoline to all participating Co-op agencies.
Q3: Please provide a copy of the prior bid tabulations, invoice and bill of ladings for
our records for each location with a tank capacity of 5,000 or more.
A3: The previous contract, Attachment C Coral Springs Contract 14-A-035 RFP has
been added to the attachments tab. As the successful proposer will bill, deliver to, and
enter into separate contracts with approximately 40 participating Co-op agencies, there
is no single source for the invoices and bills of lading for each of these agencies.
Q4: What are the volumes for this bid, either by agency or total? I need to be able to
judge the commitments that need to be made and realistic projections of what products j
will be needed and in what quantity.
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Addendum 81,E-13-17
A4: Attachment D "Co-op volume report Jan-Dec 2015" has been added to the
attachments tab.
Q5: What agencies may use their own trucks and what volumes would they require?
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A5: Presently, the City of Boca Raton uses their own trucks. Attachment D "Co-op
volume report Jan-Dec 2015" contains a record of their volume,
Attachments C and D have been added to the attachments tab of the electronic
solicitation, Addendum #1 is posted on the City's eBid website: 11
http:l/pompanobeachfl.ionwave.net, Acknowledge receipt of this Addendum using the I
Addendum Attribute on the Attributes tab in the eBid System.
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The deadline for receipt of written questions is 5:00 p.m. (local) December 28, 2016.
No further questions will be accepted after this date. Oral and other interpretations or
clarifications will be without legal effect.
The deadline for acceptance of sealed bids in the Purchasing Office, 1190 N.E. 3`d
Avenue, Bldg. C, Pompano Beach, 33060, is 2:00 p.m, (local), January 4, 2017.
The remainder of the solicitation is unchanged at this time.
Since ely,
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Jeff English
Purchasing Agent
cc: websiteU
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�®ns®lidated
3141 SE 14th Ave.•P.O.Box 350430
Ft.Lauderdale,FL33335
Phone:(954)522.11 B2
Fax:(954)527-1191
Toll Free:(800)683-5823
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January 12, 2017 I
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Jeff English
City of Pompano Beach 1
1190 NE 3rd Avenue
Building C
Pompano Beach, FL33060
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Re: Confirmed Cardlock Locations and Pricing
Dear Mr. English:
Please be advised. Port Consolidated has six locations throughout the South Florida where customers
can fuel their vehicles directly from our automated fueling stations. They are as follows:
• 11550 NW 361:h Ave., Miami, FL 33167—Diesel and Gasoline-Mon.through Fri., 7 AM—5 PM
a 3141 SE 14Lh,Ave., Ft. Lauderdale, FL 33316—Diesel and Gasoline 24/7
0 2301 NW 15th Ave., Pompano,FL 33069—Diesel and Gasoline 24/7
• 1126 Hammondville Rd., Pompano, FL 33039—Diesel Mon.through Fri., 7 AM—5 PM
• 1782 Skees Rd., West Palm Beach, FL 33411—Diesel and Gasoline 24/7
a 6951 Garden Rd., Riviera Beach, FL 33404—Diesel and Gasoline 24/7
Pricing for the above facilities will be the same as our confirmed delivered tankwagon pricing. 1 will send
out Cardlock set-up/activation forms with additional information to the Co-op at a later date.
Should you have any questions or comments, please feel free to contact me at any time.
I
*011
Port Consolidated
Miami•F1.Lauderdale•West Palm Beach.FL I'terce•Orlando-Jacksonville•Tampa
www.pariconsolidated.com
i
Exhibit C
Rate Schedule
Prices are F.O.B.delivered as a differential from the applicable OPIS price published in the"OPIS
Contract Benchmark File"as described herein for the date of delivery of product to the City, and
Participating Agencies, and are exclusive of all Federal, State and County Excise taxes and fees.
Any other applicable taxes and fees shall be added at the time of invoicing. The differential shall
remain firm during the initial contract period and any renewal period unless agreed to in writing
by both parties.The below pricing also includes the alternate fuels listed in RFP E-13-17.
Item Transport Tankwagon
No. Description Delivery Delivery
Differential Differential
1 Unleaded Gasoline 0.007 0.089
2 Diesel Fuel 0.007 0.089