HomeMy WebLinkAboutR-2017-141 Authorizes the Purchase of Gasoline and Diesel Fuel from Port Consolidated, Inc. under SE Florida Governmental Purchasing Co-op Group Bid, RFP E-13-17 RESOLUTION NO. 2017-141
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 was awarded a contract, and
entered into a three year agreement with Port Consolidated on March 15, 2017, which can be
used by the City for its fuel purchases;
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 and related documents are 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 November 14, 2017.
ATTEST: 's F11�TC'y
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LOUISE STILSON, CMC 1 , TAMARA JAM S
CITY CLERK MAYOR
� ATE 1
APPROVED AS TO F AND CORRECTNESS:
THOMAS J. SB O
CITY ATTOINEY
2 RESOLUTION#2017-141
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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@myboca.us for placement on the NIGP SEFL website Cooperative contract page.
BID/RFP No. RFP E-13-17
Description/Title: 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.
Vendor Address: 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 ,'q
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
PASSED SECOND READING this 14th day of March ,2017.
LA *FISYOR
ATTEST:
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ASCELETA HAMMOND,CITY CLERK
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2/16/17
L:ord/2017-132
2
CONTRACT
HISiGREEMENT is made and entered into this day of
Marc 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 fully executed by both parties.
5. Renewal. In the event City determines the Contractor to be in full 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 Obligation. 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 Formula. 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.
8. 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. CarIton,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 goverriment; 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. Assijznment. 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 time 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 kopb%com
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 parity 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 Brow ard 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 retrain
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 teens 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 REACH
a By
:
AYOR
Q4By:
GREGC) RRISON,CITY MANAGER
Attest:
ASCELETA HAMMOND,CITY CLERK (SEAL)
APPROVED AS TO FO
BE ,CITY ATTORNEY
Service Contract Page 6 of 7
STATE OF FLORIDA
COUNTY OF BROWARD
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The foregoing instrument was acknowledged before me this ^ day of Nr 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 FLORID/A
,tev1� A 1.9r,eG
•'"' KERVIN AIFRED (Name of Acknowledger Typed,Printed or Stamped)
NOtmy Public•State of Ftorlds
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PORT CONSOLIDATED, INC.
a Florida c oration
Witnesses:
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STATE OF FLORIDA
COUNTY OF BROWARD
by d� The foregoing instrument was acknowledged before me this da F 2017,
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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.
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NOTARY'S SEAL: NOTARY PUBLIC,STATE OF FLORID
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BRENDA J,AYERS
Notary Public-State of Flor+da (Name of Acknowledger Typed,Printed or9tamped)
Commission#r FF 921372
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BoNdeddrouphNatlonalNotaryAssn Commission Number
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2/21/17
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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
r
SOUTHEAST FLORIDA GOVERNMENTAL PURCHASING COOPERATIVE
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 Purchasina 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 cover 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 utilizina 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://i)oml)anobeachfl.ionwave.net/CurrentSoureingEvents 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#
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,City4900 W Copans Rd
of Coconut Creek,FL 33063 Lorie Messer 954 956-1584
4 Cooper City City of 9090 SW 50 Place 954 434-4300
p y' y Cooper City,FL 33328 Kerri-Anne Fisher x268
5 Coral Springs,City of 4181 NW 121 Ave Alan DiStefano 954 345-2235
Coral Springs,FL 33065
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 411'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,Cityof 1919 NW 55"Ave.
Lauderhill,FL 33319 Manny Cerezo 954 790-2966
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 Shambray 954 935-5341
18 Miami,Cityof 444 SW 2"d Ave,6°'Mr.
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 954 602-3 12 1
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 521 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 Cityof 400 NW 73rd Avenue
' Plantation,FL 33317 Charles Spencer 954 797-2647
29 Pompano Beach, City 1190 NE 3rd 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 Flr
' Sunrise,FL 33351 Wendy Lorenzo 954 572-2485
36 Tamarac,Cityof 7525 N.W.88'"Ave.
Tamarac,FL 33321 Keith Glatz 954 597-3567
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.
7
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 aarticiaating_ 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. Emplover'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 Ranae
I. 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 Riaht 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 Assignment
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 Workolace
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. Composition Of Project 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 cr,copbMeom
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.
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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 proposals 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
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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
PC®nsolddated
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
February 15, 2017
Jeff English
City of Pompano Beach
1190 NE 3rd Avenue
Building C
Pompano Beach, FL 33060
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Re: Best and Final Offer—E-13-17
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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 anytime.
Sincerely,
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Don Carlton
President
Port Consolidated
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Miami•F1.Lauderdale•West Palm Beach•FI.Plerce•Orlando-Jacksonville-Tampa
www.porloonsdldated.com
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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,
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 address dcariton@portconsolidated.com
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Lffpco4nsofidated
3141 5E 14th Ave.•P.O.Box 350430
Ft.Lauderdale,FL33335
Phone:(954)522-1182
Fax:(954)527-1191
Toll Free:(800)683-5823 i
I
January 12, 2017
Jeff English
City of Pompano Beach
1190 NE 3rd Avenue
Building C
Pompano Beach, FL 33060
Cover Letter—UNLEADED GASOLINE& DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL E
COOPERATIVE GROUP
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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 14th 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:dcarlton@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.
• We have locations in Miami, Ft. Lauderdale, Pompano, Riviera Beach,West Palm Beach, Fort
Pierce, Fort Myers,Tampa,Orlando, Palatka,Jacksonville, and Fernandina Beach.
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• 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.
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Miami•R.Leuderdale•West Palm Beach•R.Piarce•Orlando•Jackconvllle•Tampa
W W W.PorlconSDlldated.com i
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C®ns®Isdeted
C3141 BE 14th Ave.•P.O.Box 360430
Ft.Lauderdale,FL 33335
Phone:(954)522-1182
Fax:(954)527-1191
Toll Free:(800)683-5823
• Our company owns and operates a fleet of over 60 tan kwagons and over 60 tractor trailers,
I
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,TPS1, 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,
on C t
President
Port Consolidated
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Miami•Ft.Lauderdale•West Palm Beach•FI.Pierce•Orlando•Jacksonville•Tampa i
www.poriconadidated.com
—UPCOInsolidated
3141 SE 14th Ave.-P.O.Box 360430
Ft.Lauderdale,FL 33335
Phone:(954)522-1182
Fax:(954)527-1191
Toll Free:(B00)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
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 Lauderdale—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
I
SincWellI
D n
President j
Port Consolidated
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Miami Ft.Lauderdale•West Palm Beach•R.Piarce•Orlando•Jacksonville.Tampa
www.poitconsdldated.com
CMo1:ar�r
IC®ns®lidated
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 Ii
Building C
Pompano Beach, FL 33060 i
I
Personnel—UNLEADED GASOLINE&DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL i
COOPERATIVE GROUP
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Dear Mr. English:
i
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
• 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.
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SiZoCMa
,�
President
Port Consolidated ',
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Miami•FLI-auderciale•West Palm Beach•FI.Pierce•Orlando•Jacksonville•Tampa
www.porteonsolWaled.com
1
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TAOW L Consolidated
3141 SE 14th Ave.•P.O.Box 350430
Ft.Lauderdale,FL 33335
Phone;(954)522-1182
Fax:(954)527-1191
Toll Free:(800)663-5823
January 12, 2017
Jeff English
City of Pompano Beach
1190 NE 3rd Avenue
Building C
Pompano Beach, FL 33060 i
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Contractual Supply Obligation—UNLEADED GASOLINE&DIESEL FUEL FOR SOUTHEAST FLORIDA "
GOVERNMENTAL COOPERATIVE GROUP
Dear Mr. English:
t
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Per the terms of the RFP,the following is a brief description of our supply chain that will ensure adequate fuel
supply for the Co-op, not only on a day-to-day basis,but during a declared State-of-Emergency as well.
i
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
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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.
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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/inceyv� �
i
President
I
Port Consolidated
Miami•Ft.Lauderdale•West Palm Beach•Ft.Pierce•Orlando•Jacksonville•Tampa
www.portconsolidaled.mm
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 Iteseller
customers at a Terminal from time to time. "1'erminul," "10-Day Volume,"and"Monthly Volumc,"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. (B)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
110%of the 10-Day Volumes set forth in the table below.(2)During any 10-Day Period,all Product purchases over 110%or 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 i
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 I set forth below.
Terminal Product Date Ran a 10-Day Volume Monthly Volume
Tama GASOIIOL TERM 125.000 375.000
Tama 111.SD TFRM 616,666 1,850.000
Fort Lauderdale GASOHOL TERM 275,000 825.000
Dort Lauderdale ULSD ITRM 750,000 2,250,000
TOTAL MONTHLY VOLUME 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 port Lauderdale.
Port Consolidated acknowledges and agrees that MPC may use the Wholesale Reseller Price to manage customer liftings when TrIPC's Product supply at
a Terminal is limited and Port Consolidated waives the right to claim that this method of pricing is unfair, anti-utmpetitive, 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 it
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 undcrlif3ing 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
estoppels or any similar legal theory. (B)MPC may cancel this Agreement upon 15 days'advance written notice if,for 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
Agreement 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
I3y: An attl!� Hy:
Title: --50 Title
r' f
1,425985.DOCk 1 i0131+1�
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(Revised 811/2016)
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 Wow as the"Agreement",and the term"Products"refers to the petroleum products sold by Marathon Petroleum Company LP
("Seller") under this Agreement to the buyer identified in this Agreement ("Buyer').
I. Payment Payment terms are subject to change by Seller at any and using each of the Products. SDS for Products are available-,it the
time. If Seller does not receive payment when due,it may impose a)ale following internet address:http:/Av�v",.marathonpetmlcuni.coin
payment charSc not to exceed the maximum amount allowed by low and if /brand/products/sds/. Buyer may request to receive SDS via email by
the account is placed fbr collection or suit is filed thereon,Seller%rill be contacting the Seller at sdsinfo(iemara(honpciroleum.ecnm,
entitled to attorney fees and coup costs. PAYMENTS TENDERED IN
FULL. SETTLEMENT OF A DISPUTED A3701INT NIUST 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: COM1INIERCiAL mandated by Seller when involved in any operations on Seller's premises
CREDIT MANAGER,MARATIlON PETROLF,UNI COMPANY LP, in connection with the performance of this Agreement.
539 SOUTH M14UN STREET,FINDLAY,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 the time and place title thereto passes to Buyer,
duties, environmental levies, and other charges (whether imposed on MPC DISCLAINIS ANY AND ALL OTHER WARRANTIES AND
manufacture,processing,use,purchase,sale,resale.delivery,receipt,title REPRESENTATIONS WITH RESPECT TO THE PERFORMANCE i
transfer, inspection, removal from storage, measurement or passage Olt QUALITY OF PRODUCTS SUPPLIED HEREUNDER
through a measurement device,receipt of payment,or other activity,and INCLUDING, BUT NOT LIMITED TO, ANY IMPLIEDregardless of when imposed)relating to Products,or their raw matenals or WARRANTY" OF MERCHANTABILITY Olt FITNESS FOR
feedstocks. The sole exception to this obligation is tuxes based on or BUYER'S PARTICULAR Olt 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 fumish Seller with the Buyer's appropriate state tax delivery),remedy the defect in,replace,or refund the purchase price of;any
registration number(s),its federal identification number and any applicable Product that !ails to meet this warrantZ. THIS IS BItYER'S
tax exemption certificates. Buyer will promptly inform Seller of any EXCLUSIVE REMEDY FOR BREACH OF WARRANTY.
changes to its tax registration or exemption status that may occur after
account stoup. 8. Claims. All claims must he in writing. Product quality or quantity
claims must be delivered to Seller within 30 duys after delivery of the Product
3, Delivery. All sates will be F.O.B.the"Ship From"location slated,in and ail other claims by Buyer must be detivcrcd to Seller within 60 days after the
this Agreement,unless this Agreement clearly Ship provides otherwise. Title event giving rise to the claim.Buyer will preserve,and permit Seller to inspect
and risk of loss will pass to Buyer al the"Ship From"location as Product and sample, the subject Product, ANY LAWSUIT AGAINST SELLER
passes (as applicable) the transport truck or railcar inlet flange, barge WHICH INVOLVES THiS AGRFEMF.NT OR '17HE SALE OF
permanent hose connection,or ptpetinc upstream flange. Title and risk of PRODUCTS MUST BF, BROUGHT WITHIN ONE YEAR A FTER
loss will not be affected by Seller s ownership of the transportation assets, THE CAUSE OF ACTION ACCRUES.
rr aangement 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 unless 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 COi\TRACT OR WARRANTY, NEGLIGENCE,
the"Ship From"location, STRICT LIABILITY, OR OTHERWISE) EXCEED THE
PURCHASE.PRICE OF THE PRODUCT CONCERNED NOR WiLL
Where this Agreement clearly provides that delivery is F.U.B. the"Ship SELLER BE LIABLE FOR PUNITIVE, INCIDENTAL,
To"destination,title and risk of kiss will pass to Buyer at the"Ship To' CONSEQUENTIAL,OR SPECIAL DAMAGES(INCLUDING LOST
destination as Product passes(as applicable)the transport truck or railcar PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SI CH
outlet flange, barge permanent hose connection,or pipeline downstream DA,YIAGES.
flange, Where shipment is by railcar, and Buyern 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 than 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
a. Quantity and Ins cation, y (, disturbance(Seller will not be reuired to settle a labor dispute or take an
Q tY p Quantities will be determined b m action that might involve it in a labor dispute):shortages of,or delays in
order of preference)calibrated meters.terminal tank gauges or shorclank obtaining, crude oil, feedstocks, rate materials or finished products,
downgauges: or tiny applicable ASTM method. 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 time
quantity and quality be determined by a jointly-selected, licensed decides that its Product supply is insufficient to meal thc 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 customers(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 Seller.
5, ComP4ance With Laws. Buyer, its agents,and its carriers will 11, Indemnity. Buyer will indemnify and defend Seller and its i
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 transloading), fine,penalty,or expense(including court costs.attorney fees,and litigation
transportation. storege,use,and disposition of Products, and Bu ern will
Y expenses), of any kind(including those based in tun, warranty, or strict
not deliver.or allow to be delivered,to an RVP or RI;G 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 Agreemcnt;(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 conditions of this Agreement;or(iii)any act or failure to
Product identified as Blend-Grade,CBOB or RDOB is for use as blending act in the handling,storage,transportation,loading,unloading,transloadin�,
component only, resale, or other use, by Buyer or others, of a Product sold under this
Agreement. The only exception to this obliganon is when Seller's
6. Safety and health. Buyer shall thoroughly reviuw and adhere to all negligence or intentional misconduct is determined by a court to be the sole
Safety Data Sheets(SUS)and other safety-related information provided by cause of the damage. In responding to any third-party claims,Seller may
Seller concerning die Products, including but not limited to the select an attorney and may enter into any settlement without affecting this E
recommended use, restriclion 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
pertaining to the maintenance and distribution of SDS, Buyer material default by Buyer which is not cured within 10 days after notice of
acknowledges the hazards and assumes the risks associated with handling default is given. Seller may also terminate this Agreement at once (and
1425885.DUCX I
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(Revised 9/112016)
Buyer will have no right to cure)if Buyer either fails to pay any amount
when due or violates the provisions of para-raph 14 below. The right to
terminate is in addition to any other remedy that may be available. A
waiver of a default in Otte instance does not extend to any subsequent
default. !!
13. Export Sales. For any Product that will be exported from the U.S.A. I
by Buyer or another Party, all export-related requirements are the sole
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 by the United States government,no Product received from Seller
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 the
Expert Administration Regulations ("L:AR"), Office of Foreign Assets
Control 'OFAC" regulutions.international Truffic 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
indemnify and hold Seller harmless from all tines, penalties, costs. and
expenses (including reasonable attorney fees) incurred by reason of the
breach or the foregoing.
Except where Seller has specifically provided to Buyer in witting the
appropriate documentation necessary to substantiate that Product is eligible
far NAt'1'A or other preferential duty treatment.Product sold hereunder is
deemed not eligible for NA FTA or any preferential duty treatment.
For any Product that will be exported from the U.S.A. by Buyer, Seller
reserves all rights as a manufacturer under 19 U.S.C. 1313 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 governed by Ohio law.without giving effect to its principles of conflict
of laws provisions and excluding the United Nations Convention on
Contracts for the international Sales of Goods. (A)Buyer's obligations in
paragraphs 2,5,6, 11, 13.and 14 above will survive termination of this
Agreement. (C) The invalidity or unenforceahility 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. (E) In the event of a sale or transfer of all or
substantially all of Buyer's equity shares or ussets,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. (G) No amendment or
modification of this Agreement will be valid unless made in a writing
signed by authorized re resentatives of both parties.Any attempt by either
party.through a job order,purchase 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 hereinabove.(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
i
(425885.D0CX
l
Chevron ,
Chevron B
? •
ra)(atel tZ- CALTEX
Our Family of BrandS
Product Sales Contract
(Reseller)
Th);contact is dated%mealier Ill.31116.and is bcmaen Chet rot Prndncu.Curn lilt uy.;t dim is ion OrChemron U.S A.Inc.("Seiler").
anti PART CU\ti/3t.1DAI ED INC'("Buyer'').
I
Sv0e,and Bon ora_rrr"is rullotms•
I. ff{li\1, The feral of this contract shnC commcuco tin t\urenther 04,In I6.and slmll crdtin Dernber 31,2017,unla;s soo nor
terminated bs either part'in accordance with the pron'isiotis-finis corur10.
1. PROD).C'iS AND CWANTIT1F5.Sclivr agrres to sell to Bu«r, and Btncr ugrecs to purchase from Seller those grades of i
i
diesel litel anti other products specilsad to Exhibit A of this contract.Bum ur H-rCea It,purclidse front Seller during each calundar
munch nut les,than the minimal,quantities ol'products specified in Exhibit A.Seller shall not be obli;ated to sell to Blivcr in
an.calendar month quauthics ut'prudncts in excess of the ma,.itttum quantities specified in Exhibit A.but Seller may elect to
du so Lit its option alter retlucat by Buyer.Such utiniinuin and mmitnuin quondtics shah be prorated for rim period less than a
calendar month included within the teen of this contract.Buyer shall not represent or authorize or permit am other person«,
represent that tie products purchased under this contract are the products of Seller or use or aoduirize or permit:Illy other
person to use any urthe trademark;,service marks.trade name;color schemes or semi;;station designs utilized b;Slhv or
am oehcr identification.dt sienatiun or marking of any kind that would idenrilj such products Will Soler.It is understood and
agreed that the products purchased under this contract shall be resold by Buyer under Au,ees brands and trade narneti.and
Seller hcreb, gi-,es its consent to the rebnrlding or Such products. It.'Hu%er breaches any or the prrivisinns of this suc[ion?,
such breach shall,!It Seller's option,be deemed a breach of)his entire Agrccmcnt anti.in addition it)such other remedies as,it
ma, ha%c.Sellershall have,the right to terminate this Agreement lblilatiiih.
PRC)DI VT 01 AUTY.The products sold under this;-atria shall be of ill;!quality as is generally of)ltrcd by Seller for siirular
use at the relevant delh vey location.To Wilitule file investigation of any clalm or conceen•rcearding the quality of the products
delhered under this contract. Buyer shnil.kevp.complate and acvurate records of Bayer's purchase. transportation, reecipl.
inmvritoii OWNier.use.sa)e:or dctitan ufall producU purchased by 13uyer in bulk from Seller and uny osier seipplicr.Setter's
representatives shall be permitted to Inspect and audit such records at any time during,Buycr's business hours on reasonable
notice in Ruyur Ibr up to one Sear after the termination of this contract.Su0vr's tt pivsuttalimes shell also h-vti•Inv right at any
time to enter upon the promises mmhen the products purchased ender this contract arc stored by or tier Buyer and to taIie snmpics
OF such Prmleivts[or testing purposes,cotnpcgsatin;l3u)er tat tiu)cr's Cost which for this purpose-,hall be Based art Seller's
Price to Buyer in elTect dl the time such samples are taken.or.at Seller's option,in kind)for nn,•pmducts it,taken,
a. PRICE The prices that Ilu%or bliall P9% Seller for products purchased under this contract;hail be determined a.;set faith In
I;ehihit •\(csccpr;is nihvrmmise prat ided in section 22 Mitt respect its dray Discrelionar\Sales(as defined below)).
�. 1LA5 MFNT ANn FIMNCi l RGti 10'sSIB( 1'ry.Buicr,s pay mvtus fur products shall be in VS dttll,ers without discount.
by electronic[ranaterof im+mediatcly -mailable funds to an account.bank and location designated by Seller.
i
— - --iluy.ershall:exeeptmSellersopiion,pay-Seller-cashbefore ciclinrr,-for-prodactspatchased'hercunder. +
Iluy or acknowledges the inipununcc of payment within the term,specified tmhen credit a extended and agrees that past due
,tin
nunts Shrill hour interest at the rate al'I9'-0 per year or the maximum rate permitted by list state of Buyer's nddress for
notices as spccilicd in Exhibit A orihis contract.mmhicltcmt r is less.II'Buyer inil,to mule payment Within the specified terms.
such raihte shall.ni Sellers s option.he deemed a breach ur(his entire contrtet end.in addition to such other remedies as it
----- ram-hu+e.-S0ler•shu0.have-thereafter.tile.right-to.demand,advance-cush-paymtiat,to-withhold
dellm�rirs{tntilsucHirit-,'$niti —i
pa%mcnt I including payment oi'alI amounts[hurt outstanding for products delh;red by Seller to Bayer hereunder)is rvccived. I
or to terminate this contract.The acceptance of am payment by Seller a0er the due d.tte shall not mmoi%e any of Seller's rights
hereunder nor shall such withholding urdvlimcrics or Wrnniltutioa ol't)tis contract ul)cct tiny obligation of litter hereunder,it' -
credit is extended to Buyer by Seller,the buy or shall periodically providt:to(C'lict root Ill'
t hallo dl lilfltrntatinn or>CL't to tray
Product Sales Contract(Resellerl C$1-020(3-03) t j
REV 0> 12/1a
t
i
i
LkTaWd neCCi>artl by iChevrolif to;support any credit exttn.wa. II dories the life ordlis contract_ill:tillaiJal rap;R'ily('f tlla:
buyer become.impaired or un>atisl•.temm to(C•bc,ru,)in file Suit!juJ•_olcut of(('hevrun).advance cash pnyment or security
smislactin'to(Chevron)shall be given b+•the buyer on demand by(("he\rom and ship tic ofs'dc•lit'eries mat•be teithhc•III until
such papmenl orsccurity is reecivcd.
Celle(;lrnn;of paynn•ot are subject u+ch:uise Ni ithuut nnlice at the discretion a of Seller.
6. ( vNEI,.Anv lac.dun%tall, lee,impost.charge or other r�aetiim,or file anxrtmt equi\tdent thereto.and any'inereaar lhrreuf
no\\or herealler imposed-Ivvied or n nwd b}-arty:o%vrnmenud audtpriity upon•invamired hy,incilent tl+ur as a re:uU ill the I
Ir,msacuiuns herein pro\ided for(Other dean local,stark and Federal nch incoilli,tax s meusurvd by the net income nf>ellcr Irum
all sources), or the traimportotion. importation. prudactlun, m.intiC"tare. us: or k-licrship of the gat)Lls covered by thi,;
vonac ll [.sh:111. 'f eolicclible or p:uyably by Sells.be paid by Buyer on den:i!il by 5cller, 1ny such paynncnls steal be in
adthtion to the prices othcr\vi;iv provided I'or ill this contract.liner stall.it Seller',rcquost•cs;eua;and tklicyr to% 16,r such
eerlilic.ne-ur other ckicomem,it.;Seller may reasonably'require in order to enaMr Seller to secure am wx exemption Wlich
nwy be m ailable in conneerion with sales or drliverit i hereunder.
i. DE-1,11 FRIES.Product deliveries sball he made by Seller tv Buy er of the l4ctitions,perused in Exhibit.A(except us oihemtise
pro%Wed in section 77 with respect to any U(serctiantuy Sales). .Tide and risk or loss shall puss to Bilver at the point of
deli\en into Buyer's tricks. milcan. swclae riellities. or other rectiving tni6 if deliveries are to be ii,lde into vehicle;
supplied by Huy or.Scllor shall not be required to nuke suel+thAkerics ink+such vehicles unless file\-are clean and empty
inunediowly prior to drli\'rn•and shall nix he required to load or delher qumltitiri less than the full capacity of the\ehiyly.
except as olhemive authorized by Seller,If dchicrics err to be made inru Buyyr'i storage lacilitivs.Buyer shall pro\ide storage
facilities asutticienl to enable it to reecke Such deliveries an\I shall provide Seller with unimpeded,cecss to make dcli\crius 24
hum per tim, Buyer is msponsible fur ensuring-that.tny iehicles and facilities used to receNe deliveries am in snfy condition
and that Fiala'%%tamer lacilitics can be accessed?al ') Seller shall not be obligated to ,lake any delivery to Moyer that
c:nmut be made safely in Belief s sale judgment.Buyer shall covnjil%\viih such reasonable rules anti res ulmious us Srllcr ma\
establish regarding deliveries by Seller into Ruyvr's\chic)es or stocaee lacilitics.Cullers fur deliveries shall be placed by Buyer
Stith such a,hunce notice and in such manner as Seller ntay ticvlpna(r.
H. C'l_1NFLICIrs OF INTEREST.\'either puler noratm Jireclur.entptoyey or agent of Buy or%!tall I I)give it,or recehe tium any
director.emplo)ce or agent of Salhror Its afflliatcs nny conimisiton.Icy,or rebate.or air\lift or enterminmrni nf,ignificant
rust or\•chat ill CURUMion With dds eunfMet.or(2)enter into an! business irrin-ement%%ith any director,employee or a,ttnt
of Seller or its affllialos(other than as a reprosematke of Seller or its affiliates)\%ilhout prior wriRtn notice to 5elltr,Ru-,er
%Ball promptly notlt-Seller ofatly violation ol'this section S and any consideradmt recoiled as a result nl'sueh tiOlnriOn shall
he paid oter or creililcd to Seller.Any represermt1w authoriled by Seller rem audit any and all recor(Is of Au)er for Uny sole
purpose of deteml)niny whether there has been compliance\\ith thin section 11 for tip to 34 months after the rt-minatiori of thl%
comruet,
9. PRl'YENTiON Or PFiRFORNIAMCC• SHORTAGE 01: SUPPLY. There shall be no obligation to sell or delil_rt_ ar to
purchase nr recce\*c,proiktct t'nitlyr'thi>yTinlriictit•E¢f n anditi the exicn'ffTi.(t:`ouch�ctiona lire prCcynirJ pr himkryJ 6v fret of
God,lire.riot.lsrburdisturbances twhether insuh•itl):enlpfuyees ufthe party alTected or o1'uthera and meardleis ol'\che[hyr the
disturhance could he settled by accedinu to the demands Ora labor group).accident,war.the axis of any lommment tat any
lei cl,lomign or domestic)or any causes beyorld ilia reasonable control of the part± alicete(l,whether or not similar to anv of
the lilteyoima ca(tses. Due it) :fit ifit\rruptiuo. loss or shortage of nieresum ficililici or sttppliiv:. ur Itrieerrijones irl the
supply:detnand situation(which May],,elude a decision by Seller that the coats ol'sonic products which niieht be available ure
unrerv,onnble).Seller may not have sullicient supplies Ofooc or more of the products cot cred by thi;pontrarl to matt the till
requirements oi'Buy%cr.t f Seller's other cuslorners,and of Seller for its mm use.if titer.u a shortage or products t(cli%crahle
tinder this comract Seller slay-allocate deliveries of aeailuhle product,among l�aytr.Seller's other customers(contract or
othemise,Including Seller.;affiliates)and Seller li+r its vial use,on ally basis which in Seller's sole judgiiienf is fair and
reasonably,alb,\ing fur Stitch priorities as Seller deems appropriate.Alttv,Won is fair and reosonab•r eve, if'it is based on a
shattagr in the tharyomemplufed Sources ol'supply or a grnypl sht\rmgo in the supply sy,fem of Buller or if>at')ifiaty,or it,,
historical or planned deliveries.
111. OIL Sp11J,S It's product spill occurs•an\where in connection\\ith Buyer's perAxmarnr,orthis cunfrael.Buyer shall pronlptLv
notifl Seller and file appropriate governmental authorities and shall take immediate action to clean up the spill and pro\tnt
further damago.Upon rewip[Of such notification,Seller shall have the right,at its election,to provid:,ur cause to be prueided
lu Buyer such additional numpo\\er equipment mid mutcrial a+in Seller's salt discat tun err dcynrcd rcustinably to complete
Ihr clean-up in n sntlsilimm'manner.Ou%or shall pay and he responsible (sir.and Hoyer's indernllity abligafion under scetiun
I of this contract shall include all costs and expenses incurred in connection %vilh the cleiurup uprmlions. including
mimburscment to Seller 1'or all of 4 costa and-expenses:;and ill tines.c•harecs.-Ibem nr judlntenf�'GnpnssiRl Or l 1iei1 I+j°nni ---
Federal,srtic or local_gmernmenial agency a.<a resit(nl'such spill.y crpf in the even,'lie ;pill re%ulied solcl% main uuy aft or
omission on the part ol'Seller or Srllces employees.
• i
I
Product Sales Contract(Reseller) ,a U1.0201.i-03)
RFA U 13 11 i
1
i
i I I�lil\•I\1'f1'. Ituit•r :heel ittrh•muilj'. cklcn•.I :mJ h+old harmless 5cllcr ;teal it; ;tllili;ucs, ;tuJ Ihrir t'd_I?ccti+'c ilir;ctut�;.
employo:;and agent.. li;n❑and against any and all expenses(including;uomey Icei).li:ihilitic•s and claims of total>ocver
kind and nature including those fur danwgc to pruperl, (including property 01'Buycrl.ur G+r igjury to or death(Iran% Ivi-:on
(including Buy-;r).(firvoly ter indirectly arising or alk_ed to arise out of ur in ants'++ay conncca•d avid,the acquisition.;turagr,
hundtin,, or we nl any product; purchased under this cuntract. or ttilh the maintenance- upkeep. repair, repfacarmant or
operation of am pr.mi;es nick!by Buyer in connection trill this cnnmrct or anyrhin_� lac;tad tlaarvl)n. Including any act or i
omission tit'Bu\er or Ilu)er',agmt.;ur emplov-es in lite pe•tbralal •e ul'rhis condaet lac in due operation teeny+'chicle in
cmoueelium pith Boer;btiitt,ss.The litrcguing indemnity shall not apply to the extent and mtly to the uctml such esperuc-
liabilii)or claims r:•.;ult from Seller's it+lt nealigmee or willtul misconduct.
12. I01\ITfh\j ,\\f1 1.1S.AG17S. In this contract. unless oliviwise steed or the conlem othemise rcgttir:s. the titllou-it
drlinitions:rod usages apply:
• "Seller and it;alliliar > rucani Seller. it:ultiutare parent emnpan\ Chevron uOrperaliun• and th:• =obsidian and
aflilialed cvnapanicsu(each ol'the Ill. !
• "l..S:'refer;its the United Swt+•;ul•America.;and all prices are expressad in U.S.vurrrtii:} soul all tutus or ntcasre
art in U,S.units.
• "(tchtdus"mcmnc••includm but is not limited ha•"and"inttttdin_s"nte:ms"including but no;limited to:' i
i
• Actions permitted under this contract may be taken at❑ny time end from Iiine to time in the actor-s discretion.
10 -A or B"meant;'•a Of B or butte."
Ij. APPI.ICABLP LAW,1Nlr)DISPLIL• RESOLUTION.This contract shall he gmcrned.tun.tntctl.inicrpreled.enforced and
the relations between the parties determined in accordance wfth the last.ol'the state urCahlimmia.uithotal regard to its cho(ee
nrlaw rules,In Ile ettm a dispute arias with respect it:(he interprtlatiim or perliarnmocc oll ur the relationship treated by.this
contract-tltu parties shall otenlpt in ood faith to resolve the dispute 11'such assures pro\e unsuccttsslul.each party agrees Iu
consider the use of mediation.mint-trial. arbitration or other alternmtic dispute resolution techniques prior ha reivrting lu
liii•:ation.If mediation,mini-ivial.arbitration orother alltntath,:dispuc rciolution mchniclues arc utili>ed lad the purities.each
)Virty agrees that nO utrard or decision resulting therefrom shall include punitive d,tmda:,, If ilic parties Lire unsuccesiful in
their good faith attempt Fit nihemise resale a dispute.the parties hcrch\ irre+ocabl) and unconditiunall)consent to submit to
the esclu:ivc joristlicliun of the courts of either(1)Contra Costa Count} in the State of Caliturnin.or(4)(Its federal courts of
the Northern Distrivi of Culifornia. fur atay actions. 8iiiis or pruceetlinai arising out of or rai;ttin to this contract fund ncc
parties each wrau lint tit wilinloave-illy action.suit or proceeding relating thereto ewepl in such courts)
la. PRIOR AGREFMF\TS! WAWM \fC)DIFICATIQVS. This corlimel conslirates the entire :ag m reeent of the p,rties t\nh
respect it.) its subject matter and tvrminates and suptasedes Om prior agreement,understanding r•:prescntation.or propo.rl
relating lu the sale by Seller vrproduct,In Buyer all file dulitcry locations specilicd in L\hibit A or ancillar\ Disererinnm)
Sales contemplated by section 22.U'ai\er by Seller or Buyer of one or more breueh. Ordtis conimet shot)not he duomed to be
a t\ai\cr Oran) lather or continuing breach.NO modification of this conitict.and no wzti\er of any of its provisions.shall be
binding—on Sctlri"nr Bb�c`ruiiltss'ih++ruin;aril inTd`h;'S 11�r tnitBgvec -- — ---
I s. SCVERABII,n. If any pru+islnn of this contract'shall he W ttdged incatid or uncnlurceahlc by a court of competent
jurislicdon or In operation oram applicable law.such provision Shall be deemed ontined and the minaining provisions Shull
remain in lidi force and etTeet.
16. ?LISDS.Ruler aukrit Ied%Ies r•eveipi o0rialerial salily Data Sheets(NISDS I liar all pmclacts covered by this cuntract.
17. ).W AM,ht no c\cot shall Scllet be liable for any special. ili(lircel or consequential dainnees orally kind including loss of
profits.loss ol'tee Or claims of Buyer's ewtomers due Ili fuss of service whether thus dmnagus are based in wormer or tort
tincludiu,_ ncgh_att•v or strict liability)or otherwise. Buyer's exelasi\c remedy Rm anv and all losses ur darnmes resulting
1'rom the purchase ur producl;tinder(his contract.including.bur not limited to.on\-allegation orbreach orwarrann-bre:tch of
euntract. negluacnce or strict liability,shall he limited. at Buyer's option. to either the return of'[Ile puroh;tse price or the
replacement of the ritel for which a claim is proved.
18 1SSICi\\(rVT AN DELFGAIM.N. This cuntract is Personal to Buyer and Buyer shall not. subjet to are \slid
rugnirentunts of am applicable statute.n55igit am right or delegaw any duties that Buyer may have raider this Contract,tither
tnhnuarily. in\uluntur!1\'or by upertiun of'hna•, cur uthenvisc. without the prior ariuvn vwtsent of Seller. II'Buyer is a
curporatiott.an) Sale,cunyeyaI'M alienation.trensli•r or other changk of interest in or title to or beneficial ounerShitt or if)
peretnr or more of this voting stock (or securities convertible into ki percent ur more or lie rt?torn_;luck)ul'Ibuycr.either
-- - voluntarily.in,i3lunttrily,by-opilmlican of luiv:merger or other corporate proceedings.or odierwiser shall he ctiristrued its an --- -
aSsignn Wr
tent or Buser'.rights under this contract. Seller may as<ien may of it:rights or delegate any of it,;;ctutie�under this I
contract\villain Buyer's consent.
i
Product Salts Contract(Resefler) CRI-020 -081
1
lo J-,, luldcr llli:Von r IV, -Iij! �,:if! wl:ny't"d 0"'!:'1 ;'1. meal. 11' :':
ippfvpri.a :kddr.--:wIledlIC0 III I ijflhjj %.•,(' 11,,,%:If U III,))
In&C nill,,i " JI-III he elf.-kilkf.11 lilile afrrp:,1jp(
2- T F 1�',)I�1 ,k� 'QI Ier and 131-,,c:hall Ilake Ih,: ri�:fi I it)I.:n ii uiv(ill,cofitIjL I a; .111) Bole file I%It 1,lill v,,c upon 1
he
Fl )'�.C,
m1wr part� .11 L%i4l 3fl da+, priffl'M111011 llllliCj•t)I'terilli 11.1tj Lill lerillinaLlon ol'llji.� Contriel 11,111 not I-vIic%e the_parli.:, u"
1_,pmiillilii} Air obii..,aiml,iiwun;d prior III terinin;tIlk)n. 11'Seller continue: 11,-tteep( urdoN INN-1 Bil�Vl-li)r the prtijuv->
cilIvottl Ill this C(Ioir.tij h.Ilof%jn-2 c%pirition fit'lh-- Icnii or thij cilakrz)cl. Aid, s,res ,hall he 11poll .0 fit'[I)v Ivi-Inz lid
C11111.1ili0n;ENCIIIii ekiiilr..,l:pr,)%itjuj That inch glici�11;111(fill IX If,.1 Ov 1%%:.1 i-IfIlli,CI,p.Ij Ia 1-.,opela!;k,t,.,
"i-tilits 111-11:1 Ila,litiv to the Poll,tj1L;t3 SU IJ(III&I f1ii,conli let.l.NCI-T I A';0 1111 RNX ILL'PR.-WIDIJ)
r\ 7 IIE 1-0141 ',17"LVT A%D N INI HE I sEs rL\LE IV SIN TION 1 IN THN C WaR W A BOIR
kt'IZ\.r)\\LFDGF, li\l) HLP UJIN' ACCIEP Pi TH%T SUIL R FXRP;sl.N i)IS(.1_.%I\l i %,N:) \\D U L 0 1 IIER
" %RR 1\1 UK- VXPRIKSS OR MWIL111111 MR L W\6 1 H IR it F UW 17VII M .%Y A\0 M L U JUA%HA t)r
\IFREII V\I'\RIL1 n OR 1(1'NESS FOR ;\ P:\RTICLL.4R P1 RP014P k\r) \NY \\ARR V-HL� .\RJUV, FRI 1\1
VW CuLARE.OF DEALING OR USAGE 0FTk-kI)r.
22. Q%CP 6,LIJL\ kIlvr and Hu}ej nja} (but am not uNywd ho i, sale j-:kIq0t,)n
Ibr products or
din ddncn Inxiiiin., wit sr"Itied in L\hibit A("D Lscreticnni� nlv.i, Wh:nviw agr;;cd in In \\(fling, b� SAQr and
LAu3vr.;in) Dikrotionari Sah!,4171,111 be Junfivil uncide-under this vnnLrlCf-and 111 it.,(Croi, ?\,:Ljjj ill.it the p,;CWL:PnIdkk%;t3,
pr-ces.qu;inillic>.and(10 iieq h%alions,IZr IC)6cretioiian SAcA A.111 III! M 1111111lail} AVW I VVII ll Sulldr and fbivr I"or vaell
such trap.%action. ThL.quantilic,
Wil"Ns-ipl:61"ied in F\hibit.k. in DkOdi0liar� Sull,:.s %holl not count apll-�r the111%lial-IIII(if flia0lium
QQr
het run P 4rod u upiplilly.
a A 6kw of "I vs.\. PURT 17111001 10 I'Ef)INC
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7 1 71.
Awmy N Wt
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Des nd Joihson,
Tit f'
Manager,
i-,Qr')Mefc'a,Products S.ppon
PI-0JL.cL Is.des CovEract I Roclion C&1-020(3-03)
REX- 05 1
Chevron M,
e r� Chevrgn r..
O'.Ir Farnil/of hands
F'\WHIT 1
yuppl+ lluli,ur� Drli,cr} �linimnm �L3�irnua' DI IT DIFF
C Lot-ration Slade Pro"ct rName 1'nlumc Gallon 1 otumu Gtllnn Price Pricing
Duceriptinn Pruti,io;l Clcnr riled
per dtmgh mr l\broth IS/gull (S/�aq
L1SIP1F1. In\1 CAt.C(1r -17
IP=-' TmA Unbranded)L I.S Si Na )
CL�NV DF2
ION n,t.miOiRD•\LE C•LLCUt
FI TRXI CMFX-;oV Trul6 1;nbrrnded)MS IJ 00 Xld ) 101I.Ly n
CONV DF2
MLANUOFLTR\I CALCU
1107 KINDERMORG tV Trull, (Unbmticlrl ULS CI I 16.667
ICAM 130435 OF'
Pricing PrIl isions:
I. OPIS CA CAR=OPIS Prior Day California Cap-At--Rack Assessment for Motor Gasotire(CTS/GAL).
During periods when OPTS publishes CAR quotes for both Summer and wintergrades. Chevron will use
the quote for the newer season.
2. OPIS CA CAR=OPIS Prior Day Califomia Cap-At-Rack Assessment for Motor Gasoline(CTSIGAL).
During periods when OPTS pt�brshes CAR quotes for both summer and winterg►ades,Chevron will use the quote for the newer season.
3. OPIS CA LCFS=OPIS PriorDay California Low Carbon Fuel Stal7dard for Motor Gasoline(CTS/GAL).
�. I he purgallgn pry a which Eiulcr shall pa.Stllur Fire PRODUCT VA\•IC deiiaercd to.the DFI..IVf RY F.00tVr[t)N7 shall be
cslali175ht it fi,r the date nfdcliTm3}using Floe ris p
llo;cr, ricing hosed on 1'Iticii DESCRIPTION Pius UIPF. T1lc price rbn,c does
not rctlect applicable IaCr9 and doternmentat furs.chick will be added to the Final invoice unless declared as eacropt h} the
For Pi.ttt•s'6r'0l'IS-I+1seil pricing.irpiicing includes dazes)on a ;i)ri,n t,liii h t(ie inarkeE is ch?s«L pricing
'till be rnlrul:ltud tuinc the prior calendar day on Wilch the market is opurf.
Notice Addressest
Seller: Hulce
Chc)n,n Pnrdlrcts Lon3pmty PORl'L'O�SCJLID 111;U I\(
Ann!Brian l oon3as.General�lurngar Attn•AUn iarhun
IJ(I_I.tTilt.+WLlit_�tCCu.t_ __— 1d.L51=ld.1�111\•'L-\UL•__..____.__._.___.
lluusion,i X 7700?uNiiF•r)41'•\IEs F'f.LALIDE ItUALE_F I,.113.i 16
US
lel:(3U_'){_'0.7DaI Tel:(800)ti83-5823 233
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Prnduel Saics Contract(ResaRer) C&1-0201-08)
REV I)5 Q 14
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Product Safes Contract IR"cllerl C&..I-020f;•03►
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PETROLEUM PRODUCT SALE AGREEMENT �
[Unbranded-Tenn-Rnckl
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This Petroleum Proclnc•t Sale.lg►'eemew (".Agreement"), dated to be effective as of October I,
2016 (the"Effective Date"), is entered into by and between PORT CONSOLIDATED, INC., a Florida
Corporation ("Buiper"),and INDIGO ENERGY PARTNERS, LLC, a Georgia limited liability company i
("Seller").Each of Buyer and Seller is referred to herein individually as a"Party"and collectively,as the
"Parties."
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1. Tenn.The term of this Agreement(the"Term"),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
"Proriners",and each individually,n"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,
1. Volume Requirements,• Delivety Point.Exhibit A attached hereto and made a part hereof
designates the monthly ratable volumes(the"jVo11t111y Vultrnte"),and total aggregate gallons(the"Toth/
Volume")of each Product that Buyer has agreed to purchase under this Agreement,and fitt'ther 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 "Volunte Range"),which
shall 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 VOlunle. 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
(the"Price"), for all Products purchased under this Agreement within ten(10)days after the date of the
relevant bill of lading. Notwithstanding 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
Products, or any feature thereof, or otherwise relating to this Agreement. Fees are not included in the j
Price and will be billed as a separate line item on each invoice. 1
6. Termination. This Agreement may be terminated by either party upon thirty(30)days I
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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9011"0
of the �Ylonthly Volume for a given Product at a given Delivety Point, at Seller's sole discretion,
upon written notice to Buyer(the" Underlift Notice"), Seller may reduce the Monthly Volume thereafter j
required to be sold and delivered by Seller to Buyer to the achtal amount purchased by Buyer (the
"Arljiisted Montlily Vohnm%'),which amount will be stated in the Under-lift Notice,
8. Miscellaneous_ i
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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 j
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 overnight 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 I
transmission with answer back confirmation of receipt.
b. Counterparts;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 s'tgnatatres of all of the Parties need not appear on the same counterpart,raid 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 Agreement.
(signalrives commence on fillowing pogo)
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300 Wv,
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Buyer and Setter have executed this Agreement to be effective for all purposes as of the Effective Date.
BUYER: SELLER:
PORT CO; S LI t ,IN INDIGO ENERGY PARTNERS,LLC
By: By:
Name: / Name: David Mansfield
Title: Title: Director of Sales
Notice to Buver: Notice to Seller: I
Port Consolidated,Inc. Indigo Energy Partners,LLC
Attn:Don Carlton Attn:41,tkt--&Hf4er David Mansfield
P.O.Box 350430 P.O.Box 2535
Fort Lauderdale,FL 33335-0430 Gainesville.,GA 30005
Fax:(954)527-1191 Fax:(678)923-4925
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[Signature Page to Petroleum Product Sale Agreement)
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80Q?�97�_
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EXHIBIT A
TO
PETROLEUM PRODUCT SALE AGREEMENT
Certain Definitions:
PLATYS I = Platt's Oilerant Price Report.
5ume D•ay = Quote fur the day of delivery,except Por weekend or holiday days,fur which the most recently
published relevant quare will apply
Delivery Point Product Volume
Price Per Callon �lfanfb i
(in Gallons)
OCT
1,05
0.000 I
NOV 1,050.000
DEC 1,050,000
GN MV 2D(S-15 PPtvl) JAN 1,050,000
F•E B 1.050.000
MAR 1.050.000
J015—US 10454#FPRT APR 1,050,000
Evgd FL-RIOT Depot MG1Y I.050.000
JUN 1.050.000
JUL 1,050,000
GN NR2D(S-15 PP�I)•DYEp AUG 1,050,000
5EP 1,050,000
Total 12.h00.000
• Seller may increase these adders during the Tenn 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 of any changes before they become effective.
[End of Exhibit A]
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Cupconsolidated
3141 SE 14th Ave.•P.O.Box 350430
Ft.Lauderdale,FL 33335 I
Phone:(954)522-1182 I
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
Obligations of Co-Op Participants—UNLEADED GASOLINE&DIESEL FUEL FOR SOUTHEAST FLORIDA
GOVERNMENTAL COOPERATIVE GROUP
.Dear 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.
Sincerely.
y on Ca
President
Port Consolidated
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{
Mlaml•Ft.LaudeMale•West Palm Beach-FlAerce•Orlando•Jacksonville•Tampa
www.portconsolidated.com
t
ojp�r
Consolidated
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.
S. 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.
& 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. f
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
1
Miami•R.Lauderdale•West Palm Beach FiRlerce•Orlando•Jacksonvale•Tampa
www.poriconsoOdatod.com m
CMA
ns®lidated
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. F
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.
isincer
sides
Port Consolidated
Miami•Fl.Lauderdale•West Palm Beach•Ft.Plarce•Orlando•Jacksonville•Tampa
www.portconsolidated.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)
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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
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/Stateizip Fort Lauderdale, FL 33316
Telephone No, 800-683-5823 Fax No. 954-527-1191
Email Address dCariton@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 nrmrih{y usage of the
various fuels include([ in this Request for Proposals.
1. SPECIFICATIONS
1.1 Successful Proposer will sell to all participating agencies the following products (the
"Products-'):
• "Ultra Low Sulfur diesel": No. 2 Ultra Low Sulfur, on-road, clear, taxable diesel 1
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 B100 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 OPIS price published in the "OPIS Contract Benchmark File"
as described herein for the date of delivery of nrorlacf to the Participating Agency 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. See Paragraph 3,
TAXES .
Item Description Transport Delivery Tankwagon Delivery
No. Differential Proposed Differential Proposed
per gallon* per gallon*
1 87 Octane Unleaded $ t+) $ 01 D
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2 Diesel Fuel 42 Ultra $ D, 0j $ ZZ y
Low Sulfur
3 Lump Sum $ /each $ 05 —/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 lahartol 10% Ut:leoded Unbragded Rack Average
Price(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 U,:bra►rded Rack Average
prices.
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Plus
Positive or Negative differential proposed for Diesel Fuel #2 Ultra Low Sulfur on
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 sum,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 during the initial term of the i
contract or any renewal periods. No other charges shall be added. Differential must be
expressed in dollars and/or cents per gallon.
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 selectee(
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 fuel 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.
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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.
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item;No. Description
I Midrange Unleaded 89 Octane
2 Recreational Unleaded 90 Octane
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3 Ultra Low Sulfur#2 Red Dye Diesel
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4 Biodiesel Fuel B5 j
5 Biodiesel Fuel B20 i
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.
3.2 Proposals will be considered only from Proposers who do not require,the payment
of these taxes.
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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 or 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. f
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 to 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 adjustment
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. I
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6. ORDERING R 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 by each Participating Ageltcy 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 of 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 volumes 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: pLn•cllasing@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:
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. The 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:
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 two
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.
H. 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.
• 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 up 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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Page 7 of 9
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product(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
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 6B,
Volume II, 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.
0. 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 malting 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.
11. 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 an 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: E
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 all debris from delivery sites.
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 damage 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.
pa-IDC 9 of 9
Coj�r
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 j
City of Pompano Beach
1190 NE 3rd Avenue
Building C
Pompano Beach, FL 33060
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Additional Products—UNLEADED GASOLINE& DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL
COOPERATIVE GROUP
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 135 +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 65 .01 under ULSD .01 under ULSD i
$ Biodiesel Fuel B10 .015 under ULSD .015 under ULSD
9 Biodiesel Fuel B20 .02 under ULSD .02 under ULSD {
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
Methodology".
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Miami•F1.1-auderdals•West Palm Beach•R.Plerce•Orlando•Jacksonville•Tampa i
www.pDrtconsolidated.com
OFAUConsolidated
Ft.Lauderdale,FL 33335
Phone 82
Toll Free:(8006n3-5823
Should you or the City of Pompano Beach Purchasing Division have any questions on this proposal,
.please feel free ho contact meat any time,
Si
- |
President
Port Consolidated �
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Miami FLI-auderdalle West Palm Beach R-Plarce-Orlando-Jacksonville-Tampa
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Lp®ons®lidated
3141 SE 14th Ave.•P.O.Box 350430
4
Ft.Lauderdale,FL33335 1
Phone:(954)522-1182 !
Fax:(954)527-1191 j
Toll Free:(800)683-5823 j
f
January2 2 1 , 017
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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 FLORI DA 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 any time.
Since y,
r oK a tf /
President
Port Consolidated
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Miami•FLLauderdale•West Palm Beach•R.Piarce•Orlando•Jackaomllle•Tampa
www.poriconadidated.com
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Port Consolidated �
3141 SE 14"' Ave. Exhibit A
Fort Lauderdale, FL 33335
Petroleum Product
Sales/Purchase Agreement
SUBJECT TO THE TERMS AND CONDITIONS OP THIS SALES/PURCHASE,AGREEMENT.BUYER AGREES TO PURCHASE AND SELLER
AGREES TO SELL AND DELIVER THE FOLLOWING PRODUCT(S)AT THE PRiCE(S)AND IN THE QUANTITI ES(TO BE PULLED RATABLY
THROUGHOUT THE DELIVERY PERIOD)AS SET FORTH IN THIS AGREEMENT.
ACCEPTED AND AGREED TO ON
Buyer: Seller:PORT CONSOLIDATED i
Attn:, Attn:JOSE13I-1 R.SISKA
Title: 'title:CFO/TREASURE,
Phone: Phone:954-522-1 182 x233
Fag: Fax:954-527-1191
By: By
Print Name: Print Name: Donald Carlton.Jr.
Title; Owner Title: President
1. E.O.B. Monthly
Delivery Point(s) Gallons Product
2. Pavntent Terms:Payment Net 15 Days from date of bill of lading. All payments shall be made in US Dollars.Volume shall be determined
solely by the terminal net bill of lading or certified meter reading.
3. Terra:Tlie Term of this Agreement shnll be fix a period of months,beginning on and ending on
4. Price:
5. Credit: Upon request Buyer will promptly furnish to Seller financial statements. references rrom 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 hereater)(i)do or will fairly present in all material respects Buyer's financial condition as or the date or such documents:(ii)have
been prepared in accordance with U.S,generally accepted accounting principles and(iii)if audited,have been certified without reservation by a firm
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 any
amounts due and owing to Seller. Seller in its discretion may require Buyer to make a good Faith deposit at initiation of this Agreement to secure Buyer's '
performance. IAlternative: Seller in its discretion may require Buyer to make several deposits on demand during the Term of the Agreement to secure If
Buyer's performance.]Such deposit(s)will constitute credit against future delivery and may be applied against one or more invoices(exclusive of taxed in
Seller's discretion Seller has the right to use any deposit(s)to set off against am obligations of this Agreement in the event Buyer defaults becomes
msolVent or files for bankruptcy.
6. TaxeVFces: Buyer acknowledges that taxes 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 time to time without notice. Buyer further acknowledges that it is responsible for paying on demand any and all(a)costs and
expenses for transportation from the designated supply point(s)set forth herein and(b)taxes,duties,charges,assessments and fees(including without
limitation superfimd and environmental fees) imposed.directly or indirectly.now or hereafter on,against.in respect ol:or measured by the Product(s).
or ariy material contained in the Product(s).or related to inspection.production,manufacture.sale,use.purchase.storage.transportation,delivery,or
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other handling of the Products)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 regurdless of any other term or condition contained herein or any other agreement between
the patties. Should Buyer claim exemption from any taxes, Seller is under no obligation to verify such status and Buyer shall indemnity Seller
pursuant to Paragraph 15 in the event Buyer is or was not exempt from such taxes.
7. Specification: Per Sellerspecifications.
8. Quantity/Volume: Buyer shall purchase I 00%or monthly Gallons per each Delivery Point. Buyer is required to lift Product(s)ratably on it
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 tit any or all
of the delivery points. The weekly ratable 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 rata basis based on the number of months of this Agreement)
specified for each dell very point.
10. Default and Remedies: For the purposes of this Agreement.Buyer's default includes(a)the making of any fillse 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 Unitorm Commercial Cade. 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)
aid balances shall be immediately due and payable. In the event Buyer fails to take
terminate this Agreement. without notice or demand,and all unp j
delivery of any portion of any Prodaet(5) during the Term, including non-delivery as a resuh of Buyer's default Buyer agrees to pay Seller i
immediately Seller's lost profits on the undelivered quantity of Product(s). All amounts not paid when due shall bear interest at%per onnum and
shall be payable with all costs of collection, including,without limitation.Seller's 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 of the 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 prepnid.Notice using the methods set forth in(a)or(b)shall be deemed effective if de►ivered
between 9AM(ES•f)and 5PM(EST)("Business Hours")on a day on which commercial banks are ripen for business("Business Dny'):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 alter 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 sole. In such instance,Seller shall
exercise reasonable efforts to provide all or 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 Lifline: For purchases of Product(s)exceeding the amounts set forth in Section i above. the Buyer shall be charged in accordance with
current Port Consolidated delivered prices.
14.Non-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 terms.conditions and risks of 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 01.1-IER INCIDENTAL DAMAGES, BUYER AGREES TO INDEMNIFY AND HOLD SELLER
HARMLESS FROM ANY CLAIMS OF LIABILITY ARISING FROM USE OF'ruE.PRODUCT.WHETHER 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 intemrption,claims of customers,cost of money,loss of use of capital or revenue,or for any special,incidental or consequential
loss or damage. Bayer agrees to derend, 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 Seller's performance under this Agreement. Buyer assumes all risk and liability for and shall indemnify and hold Seller harmless from 1
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 of 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 Product(s) shall occur the Agreement is effective. Risk of loss passes to Buyer on identification.
Title of the Product(s)shall pass to Buyer on physical possession.
18, Defects: Buyer shall within 2 days 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 tite
Agreement price,the payment of which shall operate as a full release of Seller.Buyer's failure to noti►y Seller orally alleged defect or failure to meet
Specification within 2 clays shall constitute a complete waiver of any claim with respect to defects or failure 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 Products)shall constitute irrefutable evidence of its agreement to the terms mid conditions set
i'orlh herein.
20, Responsibility to Warn and Report: Buyer assumes all responsibility for(a) worning and protecting its personnel Lind any third parties of all
hazards to persons and property related to the Product(s)and(b)complying with all relevant reporting obligations under the Emergency Planning and
Community Right to Know Act of 1986.42 LISC Sections 11001-1 I049 resulting from the presence of chemicals under this Agrceroent.
21. Applicable Law/Forum/Jury Waiver: This Agreement is governed by and shall be construed under the laws of the Slate 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
Count': (b)waives any objection [hat it may have at any time to the laying Of Venue ofany 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 paty. INSOFAR AS PERMITTED BY LAW. EACH PARTY IRREVOCABLY WAIVES ANY
AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING IN CONNECTION WITH THIS AGREEMENT AND j
ACKNOWLEDGES THIS WAIVER iS A ivIATERIAL INDUCEMENT TO THE OTHER PARTY'S ENTERING INTO THIS AGREEMEN'r.
The prevailing party in any litigation between the parties 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 orally other
breach, whether of the same or of a different nature,No delay or failure on either Partv'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 arisin.0 under this Agreement as
amended and modified from time to time are cumulative and not exclusive of any rights or reredies which may he 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 con fer or is intended to confer on any person or entity which is not a party to this Agreement any rights or
benefits tinder this Agreement,
24.Amendment:This Agreement shall not he 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 renderer)shall not be relevant to determine
the meanings of these terns and conditions.Notwithstanding any provisions therein to the contrary,any terms and conditions in a Buyer's purchase
order,con6rmution,acknowledgement form 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.
25.5cverability:Any provision hereof which is legally unenforceable shall he ineffective only to the extent of such unenforceability without thereby
invaliduting the remaining provisions hereof or affecting the validity of enforceability 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 warranties affecting it.
27. Force Maieure: In no event shall the Seller be held 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. fires. flooding, strikes, failure of utility services, accidents, adverse weather or other events of nature. or other
conditions beyond its reasonable control
29. insurance: Buyer shall carry and maintain comprehensive general public liability insurance. including contractual liability. bodily injury mid
property damage. tvorknnen's compensation. and employer's liability insurance throughout the Term of the Agreement and any extension of this
Agreement.
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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:aid employees,acid each party hereby agrees and consents thereto.
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30.Time is of the Essence:Time is of the Essence in this Agreement. Failure to meet a deadline shall be a breach.
31.Headings:Headings in this Agreement are for convenience only and should not be used for interpretive purposes.
32.Authority to Sign: Each party executing this Agreement is duly authorized to do so and all entity action necessary for the making of this
Agreement has been duty taken,
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P . mpano City of Pompano Beach, Purchasing Division
1190 N.E. 3rd Avenue, Building C
Florida's Warmest Welcome
beach. Pompano Beach, Florida, 33060
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.
A& The previous contract, Attachment C Coral Springs Contract 14-A-035 RFP has
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been added to the attachments tab. As the successful proposer will bill, deliver to, and j
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
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 E
solicitation, Addendum #1 is posted on the City's eBid website:
http://pompanobeachfl.ionwave.net, Acknowledge receipt of this Addendum using the
Addendum Attribute on the Attributes tab in the eBid System. F
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,
/V;ell
Jeff English
Purchasing Agent /
cc: website o �✓ �✓ L(���-�
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JY C), ,r
PC®ns®lfdated
3141 SE 14th Ave.•P.O.Box 350430
Ft.Lauderdale,FL 33335
Phone:(954)522.1182 I
Fax:(954)527-1191
Toll Free:(800)683-5823
January 12, 2017 i
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Jeff English
City of Pompano Beach
1190 NE 3rd Avenue
Building C i
Pompano Beach, FL 33060
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 36th Ave., Miami, FL 33167—Diesel and Gasoline-Mon.through Fri.,7 AM—5 PM
• 3141 SE 14th,Ave., Ft. Lauderdale, FL 33316—Diesel and Gasoline 24/7
a 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. I 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.
ASince
Port Consolidated
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Miami•FLLaudardale•Weaf Palm Beech•Ft.Plerce•Orlando•Jacksonville•Tampa i
Www.porennsolidaled.com
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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