Loading...
HomeMy WebLinkAboutReso 2022-3308RESOLUTION NO..2022 - 1-9 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN AGREEMENT WITH PORT CONSOLIDATED, INC. FOR THE PURCHASE OF GASOLINE AND DIESEL FUEL FOR THE CITY'S FLEET AND EQUIPMENT, IN AN AMOUNT NOT TO EXCEED TWO HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($275,000.00), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AMENDMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on April 191h, 2018 via Resolution No. 2018-2805, the City Commission of the City of Sunny Isles Beach ("City") entered into a two (2) year Agreement, with Port Consolidated, Inc. ("Vendor") for the purchase of gasoline and diesel fuel, in an amount not to exceed $100,000.00; and WHEREAS, after exercising its sole option to renew, the above referenced agreement with the Vendor is set to expire in March 2022; therefore, the City is in need of a vendor to purchase unleaded gasoline and diesel fuel ("Fuel"); and WHEREAS, on November 29, 2021, the City of Pompano Beach, Florida, ("Pompano Beach") issued Request for Proposal ("RFP") No. E-03-22 for the for the purchase of Fuel; and WHEREAS, Pompano Beach awarded the RFP to, and entered into a five (5) year Agreement with, the Vendor; and WHEREAS, pursuant to the City's procurement code provisions, purchases made under state, county or other governmental contracts, or competitive bids with other governmental agencies are exempt from the City's competitive bidding procedures; and WHEREAS, the City now wishes to enter into a five (5) year Agreement with Port Consolidated, Inc. for the purchase of Fuel, in an amount not to exceed Two Hundred Seventy - Five Thousand Dollars, attached hereto as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Agreement. The City Commission hereby approves a five (5) year Agreement with Port Consolidated, Inc. for the purchase of unleaded gasoline and diesel fuel, in an amount not to exceed Two Hundred Seventy -Five Thousand Dollars, attached hereto as Exhibit "A". Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Amendment. @BCL@A0052F41.doc Page 1 of 2 169 Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this 15th day of March 2022. Dana Robin Goldman, Mayor ATTESTm APPROVED AS TO FORM AND LEGALPI ICIENCY: IV1 iA Beta cur, CMC, City Clerk �-p Edward A. Dion, City Attorney Moved by: Seconded by: (/ l Vote: Mayor Goldman ✓ (Yes) (No) Vice Mayor Viscarra Commissioner Joseph (Yes) (Yes) (No) (No) Commissioner Lama (Yes) (No) Commissioner Stuyvesant (Yes) (No) @BCL@A0052F41.doc Page 2 of 2 170 AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH =Y AND PORT CONSOLIDATED, INC. CONTRACT NO. 2022-6762 THIS CONTRA TUAL AGREEMENT (hereinafter referred to as the "Agreement") is -- made -in duplicate -this day of HAgoft2022, by and between -the CITY -OF -SUNNY ISLES BEACH, Florida, (hereinafter referred to as "City"), and PORT CONSOLIDATED, INC., a foreign profit corporation authorized to do business in the State of Florida (hereinafter referred to as "Contractor") whose Federal I.D. # is 59-1173292. RECITALS WHEREAS, the City of Sunny Isles Beach is in need of Contractor to furnish and deliver unleaded gasoline and diesel fuel ("Services"); and WHEREAS, Contractor is a certified and insured company with the necessary experience to provide the desired Services; and WHEREAS, the City of Pompano Beach is acting as lead agency for the Southeast Florida Governmental Purchasing Cooperative Group, issued RFP E-03-22 ("RFP") "Unleaded Gasoline & Diesel Fuel For Southeast Florida Governmental Purchasing Cooperative Group" and awarded an agreement to Contractor for a term commencing on March 15, 2022 and expiring on March 14, 2027, with the option to renew for one (1) additional five (5) year term; 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; and WHEREAS, the City is a member of the Southeast Florida Governmental Purchasing Cooperative Group; and WHEREAS, the City desires to enter into an agreement with Contractor, using the Southeast Florida Governmental Purchasing Cooperative Group solicitation and contract information, attached as Attachment "A", as well as Contractor's Rate Schedule contained in Attachment `B", attached hereto and made part hereof, subject to the terms and conditions contained herein; and WHEREAS, pursuant to the City's procurement code provisions, purchases made under state, county or other governmental contracts, or competitive bids with other governmental agencies are exempt from the City's competitive bidding procedures; and WHEREAS, the City wishes to contract with Contractor to provide the desired Services as more particularly described in Attachment "A", for an initial term of five (5) years, expiring on March 14, 2027, in a total amount not to exceed Two Hundred Seventy -Five Thousand Dollars ($275,000.00) for the initial five (5) year term. NOW THEREFORE, in consideration of the promises and the mutual covenants herein name, the parties agree as follows: TERMS Port Consolidated, Inc. City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 1. RECITALS. The Recitals set forth above are hereby incorporated into this Agreement and made a part hereof for reference. 2. THE CONTRACT DOCUMENTS. The Contract Documents consist of this Agreement, as well as the terms and conditions of the City of Pompano Beach issued RFP E-03-22 ("RFP") "Unleaded Gasoline & Diesel Fuel For Southeast Florida Governmental Purchasing Cooperative Group" and resulting agreement to Contractor, which are specifically incorporated herein and made a part hereof as Attachment "A" and `B" (hereinafter referred to as "Contract Documents"). 3. SERVICES. Contractor shall provide the services pursuant to the terms and conditions set forth in the City of Pompano Beach issued RFP E-03-22 ("RFP") "Unleaded Gasoline & Diesel Fuel For Southeast Florida Governmental Purchasing Cooperative Group" and resulting agreement to Contractor, which are specifically incorporated herein and made a part hereof as Attachment "A" and `B" (hereinafter referred to as "Services"). The Services shall be performed by Contractor to the full satisfaction of the City. Contractor agrees to furnish all labor and material in a good and workmanlike and professional manner to perform Services. Contractor agrees to have a qualified representative to audit and inspect the Services provided on a regular basis to ensure all Services are being performed in accordance with the City's needs and pursuant to the terms of this Agreement, and shall report to the City accordingly. Contractor agrees to immediately inform the City via telephone and in writing of any problems that could cause damage to the City's property, improvements and persons. Contractor will require its employees to perform their work in a manner befitting the type and scope of work to be performed. Additionally, Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed by the City. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. In the event that the Contractor fails to complete the Services pursuant to the terms of this contract and City must undertake the completion of performance of Services, Contractor agrees to indemnify the City for all costs incurred with respect to the completion of those Services and any damages the City may suffer as a result of the Contractor's failure to perform the Services. 4. TERM. Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the term of this Agreement shall begin on March 15, 2022, and shall expire on March 14, 2027, with the option to renew for one (1) additional five-year (5) term. Payment will be made only for work completed to the satisfaction of the City. Contractor is to commence performance of work from the date of this agreement and continue in a diligent manner until completion of the Services. Contractor acknowledges that compliance with the commencement and completion schedule is the essence of this Agreement. The terms of Sections 16 and 17 entitled "Indemnification and Waiver of Liability," and "Compliance with Law," respectively, shall survive termination of this Agreement. 5. COMPENSATION. During the term of this Agreement, in whatever capacity rendered, the City shall pay Contractor for Services performed under this Agreement, in an amount not to exceed Two Hundred Seventy -Five Thousand Dollars ($275,000.00) for the initial five (5) year term. Payment to Contractor for all charges and tasks under this Agreement shall be in accordance with this Agreement and the schedule of charges reflected under the following conditions. Payment to Contractor for all charges and tasks under this Agreement shall be in accordance with Port Consolidated, Inc. 2 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax the Contract Documents and the schedule of charges as reflected in Attachment "B", under the following conditions: a. Disbursements. There are no reimbursable expenses associated with this contract except for expenses approved by the City Manager. b. Payment Schedule. Invoices received from the Contractor pursuant to this Agreement will be reviewed by the initiating City Department. Payments shall be made only after receipt of the Services. If services have been rendered in conformity with the Agreement, the invoice will be sent to the Finance Department for payment. Invoices must reference the contract number assigned hereto. Invoices will be paid in accordance with the State of Florida Prompt Payment Act. The City will pay properly submitted Contractor invoices following each monthly period within 30 (thirty) days of receipt, for completed and accepted deliveries or specified services and/or goods, unless the City notifies the Contractor in writing of the dispute, before the payment is due. C. Final Invoice. In order for both parties herein to close their books and records, the Contractor will clearly state "final invoice" on the Contractor's final/last billing to the City. This certifies that all services have been properly performed and all charges and costs have been invoiced to the City. Since this account will thereupon be closed, any other additional charges, if not properly included on this final invoice, are waived by the Contractor. Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits, overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor with the prior written approval of the City. If the City disputes any charges on the invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Contractor. Contractor shall not pledge the City's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 6. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an independent Contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any action of the parties shall be construed to constitute or to render the Contractor an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent Contractor other than those obligations which have been or shall have been undertaken by the City. Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this Agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor, other than those set forth in this Agreement. Contractor shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this Agreement. 7. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any work being performed under this Agreement, procure and maintain the following minimum Port Consolidated, Inc. 3 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax insurance coverage to protect the City and Contractor against all loss, claims, damage and liabilities caused by Contractor, its agents or employees, as indicated below: ❑ Comprehensive General liability insurance, including broad form contractual liability coverage for all operations, including, but not limited to, comprehensive fonn, premises -operations, products/completed operations hazard, contractual insurance, broad form property damage, independent contracts and personal injury, for both bodily injury and property damage, with minimum limits of Two Million Dollars ($2,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) per aggregate. ❑ Worker's Compensation, as required by state law. ❑ Business Automobile Liability which shall include coverage for all owned, non - owned and hired vehicles for minimum limits of not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) per aggregate. Bodily injury (each person) bodily injury (each accident), property damage, bodily injury and property damage combined. ❑ Excess Liability insurance policy for bodily injury and property damage combined in the amount of Four Million Dollars ($4,000,000.00) per occurrence and in the Four Million Dollars ($4,000,000.00) in the aggregate. Insurance required of the Contractor shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City. Such insurance shall not diminish Contractor's indemnification and obligations hereunder. The insurance policy shall be issued by companies authorized to do business under the laws of the State of Florida and acceptable to the City with a minimum A.M. Best rating of A -Excellent. Before any work under this Agreement is performed, and at any time upon request, Contractor shall furnish to the City certificates of insurance evidencing the minimum required coverage and shall be appropriately endorsed for contractual liability, with the City named as additional insured. All policies shall contain a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City Manager or his designee. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) days prior written notice to the City. Contractor shall also require and ensure that each of its sub -Contractors providing services hereunder (if any) procures and maintains, until the completion of the services, insurance of the types and to the limits specified herein. ANY EXCEPTIONS TO THE INSURANCE REQUIREMENTS IN THIS SECTION MUST BE APPROVED IN WRITING BY THE CITY. 8. TERMINATION AND REMEDIES FOR BREACH. A. If, through any cause within reasonable control, the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this Agreement, the City shall have the right to terminate the Services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the Agreement and grant Contractor ten (10) days to cure such Port Consolidated, Inc. 4 City of Sunny .Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax default. If the default remains uncured after ten (10) days the City may terminate this Agreement, and the City shall receive a refund from the Contractor in an amount equal to the actual cost of a third party to cure such failure, provided such failure to cure was not caused in part by the City or any other contractor on the City's behalf (other than the Contractor). I£ Contractor fails, refuses or is unable to perform any term of this Agreement, City shall pay for services rendered as of the date of termination. (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor shall be delivered to the City and the City shall compensate the Contractor for all Services satisfactorily performed prior to the date of termination. (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the Agreement by Contractor and the City may reasonably withhold payment to Contractor for the purposes of set-off until such time as the exact amount of damages due the City from the Contractor is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the Services then remaining to be performed at any time by giving Contractor ten (10) days written notice. The terms of Paragraph 8A(i) and A(ii) above shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 9. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of this Agreement or any time for a period of ten (10) years subsequent to that date upon which the Contractor shall leave the employment of the City for any reason whatsoever, disclose to any person or entity, other than in the discharge of the duties of the Contractor under this Agreement, any information which the City designates in writing as "confidential." As a violation by the Contractor of the provisions of this Section could cause irreparable injury to the City and there is no adequate remedy at law for such violation, the City shall have the right, in addition to any other remedies available to it at law or in equity, to enjoin the Contractor from violating such provisions. 10. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. All parties agree and accept that jurisdiction of any dispute or controversy arising out of this Agreement, and any action involving the enforcement or interpretation of any rights hereunder shall be brought exclusively in the Eleventh Judicial Circuit in and for Miami Dade County, Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or other jurisdictional device. In the event it becomes necessary for the City to file a lawsuit to enforce any term or provision under this Agreement and the City is the prevailing party then the City shall be entitled to its costs and attorney's fees at the pretrial, trial and appellate levels. BY Port Consolidated, Inc. $ City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax ENTERING INTO THIS AGREEMENT, CONTRACTOR AND CITY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED._ TO. THIS AGREEMENT..- Nothing in this. Agreement to _ _ _ - serve as a waiver of sovereign immunity, or of any other immunity, defense, or privilege enjoyed by the City pursuant to Section 768.28, Florida Statutes. 11. NOTICES. All notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by certified or registered mail, first class postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), addressed to such party as follows: If to the City: Stan Morris With a copy to: City Manager Edward Dion, Esq. City of Sunny Isles Beach City Attorney 18070 Collins Avenue City of Sunny Isles Beach Fourth Floor 18070 Collins Avenue Sunny Isles Beach, Florida 33160 Fourth Floor Tel: (305) 792-1776 Sunny Isles Beach, Florida 33160 Tel: 305 792-1766 If to the Donald R. Carlton, Jr. Contractor: President P.O. Box 350430 Fort Lauderdale, 33335 Office: (800) 683-5823 Email: dcarlton ortconsolidated.com 12. PUBLIC RECORDS. The Contractor shall be required to comply with the following requirements under Florida's Public Records Law: (i.) Contractor shall keep and maintain public records required by the City to perform the service. (ii.) Upon request from the City, Contractor shall provide the City with a copy of the 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 by Chapter 119, Florida Statutes, or as otherwise provided by law. (iii.) Contractor shall 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. (iv.) Contractor shall, 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 Port Consolidated, Inc. 6 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax applicable requirements for retaining public records. All records stored electronically must be provided by Contractor to the City, upon request from the City, in a format that is compatible with the information technology systems of the City. 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 CITY'S CUSTODIAN OF PUBLIC RECORDS AT (305) 792-1703, CityClerk@sibfl.net,18070 Collins Avenue, 4" Floor, Sunny Isles Beach, Florida 33160. 13. AUDIT. The Contractor shall make available to the City or its representative all required financial records associated with the Agreement for a period of three (3) years. 14. NON-DISCRIMINATION. The Contractor agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 11375 and 12086. The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial status, or status with regard to public assistance. The Contractor will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non- discrimination clause. The Contractor agrees to comply with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 15. CONFLICT OF INTEREST. The Contractor agrees to adhere to and be governed by the Miami -Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by the City of Sunny Isles Beach Ordinance No. 99-82, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor covenants that it presently has no interest and shall not acquire any interest, directly or indirectly which should conflict in any manner or degree with the performance of Services under this Agreement. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Contractor. The Contractor guarantees that he/she has not offered or given to any member of, delegate to the Congress of the United States, any or part of this contract or to any benefit arising therefrom. 16. INDEMNIFICATION AND WAIVER OF LIABILITY. To the fullest extent permitted by law, the Contractor agrees to indemnify and hold -harmless the City, its agents, representatives, Port Consolidated, Inc. 7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax officers, directors, officials and employees from any claims, liabilities, damages, losses and costs, including, but not limited to, reasonable attorney fees to the extent cause, in whole or in part, by the professional negligence, error or omission of the Contractor or persons_ employed or utilized by the Contractor in performance of Services under this Agreement. Contractor shall at all times hereafter indemnify, hold harmless and, at the City's option, defend or pay for an attorney selected by the City to defend City, its agents, representatives, officers, directors, officials and employees from and against any and all causes of action, demands, claims, losses, liabilities and expenditures of any kind, including attorney fees, court costs, and expenses, caused or alleged to be caused by the intentional or negligent act of, or omission of Contractor, including those of their employees, agents, servants, or officers, or accruing, resulting from, or directly related to the subject matter of this Agreement including, without limitation, any and all claims, losses, liabilities, expenditures, demands or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property. In the event any lawsuit or other proceeding is brought against City by reason of any such claim, cause of action or demand, Contractor shall, upon written notice from City, resist and defend such lawsuit or proceeding by counsel satisfactory to City. Such indemnity and duty to defend does not apply to any negligence or misconduct caused by the City or any party it may be responsible for (excluding those caused by Contractor). The provisions and obligations of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by City, any sum due Contractor under this Agreement may be retained by City until all of City's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by City. The parties agree that One Hundred Dollars ($100.00) represents specific consideration to the Contractor for the indemnification set forth in this Agreement. 17. COMPLIANCE WITH LAW. Contractor shall comply with all laws, regulations and ordinances of any federal, state, or local governmental authority having jurisdiction with respect to this Agreement ("Applicable Laws") and shall obtain and maintain any and all material permits, licenses, approvals and consents necessary for the lawful conduct of the activities contemplated under this Agreement. 18. CONFLICTING PROVISIONS. The terms and conditions in this Agreement shall supersede and take priority over any inconsistent or conflicting provisions that are contained in any other document, including but not limited to Attachment "A". 19. PROHIBITION AGAINST CONTRACTING WITH SCRUTINIZED COMPANIES. Pursuant to Florida Statutes Section 287.135, contracting with any entity that is listed on the Scrutinized Companies that Boycott Israel List or that is engaged in the boycott of Israel is prohibited. Consultants must certify that the company is not participating in a boycott of Israel. Any contract for goods or services of One Million Dollars ($1,000,000) or more shall be terminated at the City's option if it is discovered that the entity submitted false documents of certification, is listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria after July 1, 2018. Port Consolidated, Inc. g City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Any contract entered into or renewed after July 1, 2018 shall be terminated at the City's option if the company is listed on the Scrutinized Companies that Boycott Israel List or engaged in the boycott of Israel. Consultants must submit the certification that is attached to this agreement as Attachment "C". Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to the Consultant of the City's determination concerning the false certification. The Consultant shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination was in error. If the Consultant does not demonstrate that the City's determination of false certification was made in error, then the City shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute Section 287.135. 20. E -VERIFY. Florida Statute 448.095 directs all public employers, including municipal governments, to verify the employment eligibility of all new public employees through the U.S. Department of Homeland Security's E -Verify System, and further provides that a public employer may not enter into a contract unless each party to the contract registers with and uses the E -Verify system. Florida Statute 448.095 further provides that if a Consultant enters into a contract with a subcontractor, the subcontractor must provide the Consultant with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, Consultant is required to verify employee eligibility using the E -Verify system for all existing and new employees hired by Consultant during the contract term. Further, Consultant must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of Consultant to ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website (https://www.e-verify.gov/employers/enrolling-in-e-verify) and follow the instructions. The Consultant must retain the I-9 Forms for inspection, and provide the attached E -Verify Affidavit, attached hereto as Attachment "D". 21. MISCELLANEOUS. A. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable provisions had been severed and deleted. B. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and it shall supersede all previous and contemporaneous oral and written negotiations, commitments, agreements and understandings relating hereto. D. Any modification of this Agreement shall be effective only if in writing and signed by the parties to this Agreement. E. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the party granting such waiver. Port Consolidated, Inc. City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate on the day and year first written above. WITNESS: Signature 41 It e �GiJVfm Print Name A LOW'S Department Head PORT CONSOLIDATED, INC. CITY OF SUNNY ISLES BEACH BY: Dana Robin Goldman, Mayor APPROVED AS TO FORM AND LE S TC3 Y 9� BY: Edward A. Dion, City Attorney t/ Port Consolidated, Inc. 10 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment "A" City of Pompano Beach RFP and the Resulting Contract Port Consolidated, Inc. 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 rwhitcomb@greenacresfl.eov for placement on the NIGP SEFL website Cooperative contract page. BID/RFP No. RFP E-03-22 Description/Title: Unleaded Gasoline & Diesel Fuel for Southeast Florida Governmental Purchasing Cooperative Group Initial Contract Term: Start Date: March 15, 2022 End Date: March 14, 2027 Renewal Terms of the Contract: 1 Renewal Options for 5 years (No. of Renewals) Renewal No. Start Date: Renewal No. Start Date: Renewal No. Start Date: Renewal No. Start Date: Extension / Renewal Note: _ (Period of Time) End Date: End Date: End Date: End Date: SECTION #1 VENDOR AWARD Vendor Name: Port Consolidated, Inc. Vendor Address: P.O Box 350430, Ft. Lauderdale, FL, 33335 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: Feb. 24, 2022 Resolution/Agenda Item No.: Ord. 2022-30 Insurance Required: Yes X No Performance Bond Required: Yes No X SECTION #3 Agency Name: Agency Address: Agency Contact: Telephone: LEAD AGENCY City of Pompano Beach 100 W Atlantic Blvd, Pompano Beach, FL 33060 Antonio Pucci Email antonio.pucci@copbfl.com 954-786-5504 Fax: DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA SERVICE CONTRACT No. 1356 THIS AGREEMENT is made and entered into on February 24, 2022 by the City of Pompano Beach ("City") and Port Consolidated, Inc., a ("Contractor"). WHEREAS, City requires the purchase and delivery of unleaded gasoline and diesel fuel, which Contractor is capable of providing under the terms and conditions described herein; and WHEREAS, Contractor is able and prepared to provide such services to City under the 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 and delivery of unleaded gasoline and diesel fuel, in accordance with the pricing, terms and condition of RFP E-03-22; 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-03-22; 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-03-22), 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-03-22, ("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 five years commencing March 15, 2022 and ending March 14, 2027. DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA 5. Renewal. In the event City determines Contractor to be in full compliance with this Agreement and Contractor's performance thereunder to be satisfactory, then City, with City Commission approval, shall have the option to renew this Agreement for an additional five year term upon the written consent of both City and Contractor provided that City provides written notice of its intention to renew within sixty (60) days of the termination date of this Agreement. 6. Maximum Obli ag tion. 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 and Invoices. A. 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. B. 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 V.I I of RFP E-03-22. All payments by the City and Participating Agencies, shall be made after the service has been provided. 8. Disputes. 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. 9. Contract Administrators, Notices and Demands. A. Contract Administrators. During the term of this Agreement, the City's Contract Administrator shall be Robert McCaughan and the Contractor's Contract Administrator shall be (or their authorized written designee) as further identified below. B. Notices and Demands. A notice, demand, or other communication hereunder by either party to the other shall be effective if it is in writing and sent via email, registered or certified mail, postage prepaid to the representatives named below or is addressed and delivered to such other authorized representative at the address as that party, from time to time may designate in writing and forward to the other as provided herein. If to Contractor: Donald R. Carlton, Jr., President P.O. Box 350430 Fort Lauderdale, 33335 Office: Email: (800) 683-5823 dcarlton@porteonsolidated.com Service Contract with Port Consolidated, Inc. Page 2 of 11 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA If to City: Robert McCaughan, Contract Administrator 100 West Atlantic Blvd Pompano Beach, FL 33060 Office: 954-786-4097 Email: Robert.McCaughan@copbfl.com With a copy to: Antonio Pucci, Contract Manager 100 West Atlantic Blvd. Pompano Beach, FL 33060 Phone: 954-786-5574 Email: antonio.pucci@copbfl.com 10. Ownership of Documents and Information. All information, data, reports, plans, procedures or other proprietary rights in all Work items, developed, prepared, assembled or compiled by Contractor as required for the Work hereunder, whether complete or unfinished, shall be owned by the City without restriction, reservation or limitation of their use and made available at any time and at no cost to City upon reasonable written request for its use and/or distribution as City deems appropriate provided City has compensated Contractor for said Work product. City's re -use of Contractor's Work product shall be at its sole discretion and risk if done without Contractor's written permission. Upon completion of all Work contemplated hereunder or termination of this Agreement, copies of all of the above data shall be promptly delivered to the City's Contract Administrator upon written request. The Contractor may not disclose, use, license or sell any work developed, created, or otherwise originated hereunder to any third party whatsoever. The rights and obligations created under this Article shall survive the termination or expiration of this Agreement. To the extent it exists and is necessary to perform the Work hereunder, City shall provide any information, data and reports in its possession to Contractor free of charge. 11. Termination. City shall have the right to terminate this Agreement, in whole or in part, for convenience, cause, default or negligence on Contractor's part, upon ten (10) business days advance written notice to Contractor. Such Notice of Termination may include City's proposed Transition Plan and timeline for terminating the Work, requests for certain Work product documents and materials, and other provisions regarding winding down concerns and activities. If there is any material breach or default in Contractor's performance of any covenant or obligation hereunder which has not been remedied within ten (10) business days after City's written Notice of Termination, City, in its sole discretion, may terminate this Agreement immediately and Contractor shall not be entitled to receive further payment for services rendered from the effective date of the Notice of Termination. In the event of termination, City shall compensate Contractor for all authorized Work satisfactorily performed through the termination date under the payment terms set forth in Article 7 above and all Work product documents and materials shall be delivered to City within ten (10) business days from the Notice of Termination. If any Work hereunder is in progress but not completed as of the date of the termination, then upon City's written approval, this Agreement may be extended until said Work is completed and accepted by City. Service Contract with Port Consolidated, Inc. Page 3 of 11 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA 12. Force Majeure. Neither party shall be obligated to perform any duty, requirement or obligation under this Agreement if such performance is prevented, delayed or stopped by fire, hurricane, earthquake, explosion, war, civil disorder , sabotage, accident , flood, acts of God, or act or order of a governmental instrumentality, failure of technical facilities, interruption or delay of transportation service, epidemic, pandemic, or public health emergencies (including any resurgence or re -occurrence) or by any reason of any other matter or condition beyond the control of either party which cannot be overcome by reasonable diligence and without unusual expense ("Force Majeure"). In no event shall economic hardship or lack of funds be considered an event of force Majeure. If either party is unable to perform or is prevented, delayed or stopped in performing any obligations under this Agreement because of any event of force majeure including an event that prevents the use or ability to use the Property for its intended purpose to the benefit of the public, such inability to perform or delay shall be excused and any associated charges or payment suspended until such time as the event of force majeure ends or as long as may be reasonably necessary for either party to correct the adverse effect of such event of force maj eure, to the extent and in the form as mutually agreed by the Parties. In order to be entitled to the benefit of this Paragraph, a party claiming an event of Force Majeure shall be required to give prompt written notice to the other party after commencement or discovery of the event of force majeure, specifying in detail the event of force majeure, the estimated length of the event of force majeure, diligently proceed to correct the adverse effect of any force majeure, where possible, and, upon request from the non -claiming party, provide an update until the event of force majeure ends. The parties agree that, as to this Paragraph, time is of the essence. 13. Insurance. Contractor shall maintain insurance in accordance with Exhibit `B" throughout the term of this Agreement. 14. Indemnification. Except as expressly provided herein, no liability shall attach to the City by reason of entering into this Agreement. A. Contractor shall at all times indemnify, hold harmless and defend the City, its officers, officials, employees, volunteers and other authorized agents from and against any and all claims, demands, suit, damages, attorneys' fees, fines, losses, penalties, defense costs or liabilities suffered by the City arising directly or indirectly from any act, breach, omission, negligence, recklessness or misconduct of Contractor and/or any of its agents, officers, or employees hereunder, including any inaccuracy in or breach of any of the representations, warranties or covenants made by the Contractor, its agents, officers and/or employees, in the performance of services of this contract. Contractor agrees to investigate, handle, respond to, provide defense for, and defend any such claims at its sole expense and to bear all other costs and expenses related thereto, even if the claim(s) is/are groundless, false or fraudulent. To the extent considered necessary by City, any sums due Contractor hereunder may be retained by City until all of City's claims for indemnification hereunder have been settled or otherwise resolved, and any amount withheld shall not be subject to payment of interest by City. Service Contract with Port Consolidated, Inc. Page 4 of I I DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA B. Contractor acknowledges and agrees that City would not enter into this Agreement without this indemnification of City by Contractor. The parties agree that one percent (1 %) of the total compensation paid to Contractor hereunder shall constitute specific consideration to Contractor for the indemnification provided under this Article and these provisions shall survive expiration or early termination of this Agreement. 15. Sovereign ImmunitX. Nothing in this Agreement shall constitute a waiver by the City of its sovereign immunity limits as set forth in section 768.28, Florida Statutes. Nothing herein shall be construed as consent from either party to be sued by third parties. 16. Non-Assi nay and Subcontracting. A. Non -Assignability. This Agreement is not assignable and Contractor agrees it shall not assign or otherwise transfer any of its interests, rights or obligations hereunder, in whole or in part, to any other person or entity without City's prior written consent which must be sought in writing not less than fifteen (15) days prior to the date of any proposed assignment. Any attempt by Contractor to assign or transfer any of its rights or obligations hereunder without first obtaining City's written approval shall not be binding on City and, at City's sole discretion, may result in City's immediate termination of this Agreement whereby City shall be released of any of its obligations hereunder. In addition, this Agreement and the rights and obligations herein shall not be assignable or transferable by any process or proceeding in court, or by judgment, execution, proceedings in insolvency, bankruptcy or receivership. In the event of Contractor's insolvency or bankruptcy, City may, at its option, terminate and cancel this Agreement without any notice of any kind whatsoever, in which event all rights of Contractor hereunder shall immediately cease and terminate. B. Subcontracting. Prior to subcontracting for Work to be performed hereunder, Contractor shall be required to obtain the written approval of the City's Contract Administrator. If the City's Contract Administrator, in his/her sole discretion, objects to the proposed subcontractor, Contractor shall be prohibited from allowing that subcontractor to provide any Work hereunder. Although Contractor may subcontract Work in accordance with this Article, Contractor remains responsible for any and all contractual obligations hereunder and shall also be responsible to ensure that none of its proposed subcontractors are listed on the Convicted Vendors List referenced in accordance with the provisions of Article 28 below. 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 Service Contract with Port Consolidated, Inc. Page 5 of I I DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA 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 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. Contractor 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. 22. 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: 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 Service Contract with Port Consolidated, Inc. Page 6 of 11 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA 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 RecordsCustodian(a, copbfl.com 23. Governing Law. This Agreement must be interpreted and construed in accordance with and governed by the laws of the State of Florida. The exclusive venue for any lawsuit arising from, related to, or in connection with this Agreement will be in the state courts of the Seventeenth Judicial Circuit in and for Broward County, Florida. If any claim arising from, related to, or in connection with this Agreement must be litigated in federal court, the exclusive venue for any such lawsuit will be in the United States District Court or United States Bankruptcy Court for the Southern District of Florida. BY ENTERING INTO THIS AGREEMENT, THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. 24. Waiver and Modification. A. No waiver made by either party with respect to performance, manner, time, or any obligation of either party or any condition hereunder shall be considered a waiver of that party's rights with respect to the particular obligation or condition beyond those expressly waived in writing or a waiver of any other rights of the party making the waiver or any other obligations of the other party. Service Contract with Port Consolidated, Inc. Page 7 of I 1 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA B. No Waiver by Delay. The City shall have the right to institute such actions or proceedings as it may deem desirable for effectuating the purposes of this Agreement provided that any delay by City in asserting its rights hereunder shall not operate as a waiver of such rights or limit them in any way. The intent of this provision is that City shall not be constrained to exercise such remedy at a time when it may still hope to otherwise resolve the problems created by the default or risk nor shall any waiver made by City with respect to any specific default by Contractor be considered a waiver of City's rights with respect to that default or any other default by Contractor. C. Either party may request changes to modify certain provisions of this Agreement; however, unless otherwise provided for herein, any such changes must be contained in a written amendment executed by both parties with the same formality of this Agreement. 25. No Contingent Fee. Contractor warrants that other than a bona fide employee working solely for Contractor, Contractor has not employed or retained any person or entity, or paid or agreed to pay any person or entity, any fee, commission, gift or any other consideration to solicit or secure this Agreement or contingent upon or resulting from the award or making of this Agreement. In the event of Contractor's breach or violation of this provision, City shall have the right to terminate this Agreement without liability and, at City's sole discretion, to deduct from the Price Formula set forth in Article 7 or otherwise recover the full amount of such fee, commission, gift or other consideration. 26. Attorneys' Fees and Costs. In the event of any litigation involving the provisions of this Agreement, both parties agree that the prevailing party in such litigation shall be entitled to recover from the non -prevailing party reasonable attorney and paraprofessional fees as well as all out-of-pocket costs and expenses incurred thereby by the prevailing party in such litigation through all appellate levels. 27. No Third Party Beneficiaries. Contractor and City agree that this Agreement and other agreements pertaining to Contractor's performance hereunder shall not create any obligation on Contractor or City's part to third parties. No person not a party to this Agreement shall be a third -party beneficiary or acquire any rights hereunder. 28. Public Entity Crimes Act. As of the full execution of this Agreement, Contractor certifies that in accordance with §287.133, Florida Statutes, it is not on the Convicted Vendors List maintained by the State of Florida, Department of General Services. If Contractor is subsequently listed on the Convicted Vendors List during the term of this Agreement, Contractor agrees it shall immediately provide City written notice of such designation in accordance with Article 9 above. 29. 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. Service Contract with Port Consolidated, Inc. Page 8 of I I DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA 30. Headings. The headings or titles to Articles 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. 31. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A photocopy, email or facsimile copy of this Agreement and any signatory hereon shall be considered for all purposes as original. 32. Approvals. Whenever CITY approval(s) shall be required for any action under this Agreement, said approval(s) shall not be unreasonably withheld. 33. Absence of Conflicts of Interest. Both parties represent they presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with their performance under this Agreement and that no person having any conflicting interest shall be employed or engaged by either party in their performance hereunder. 34. Binding Effect. The benefits and obligations imposed pursuant to this Agreement shall be binding and enforceable by and against the parties hereto. 35. Employment Eligibility. By entering into this Contract, the Contractor becomes obligated to comply with the provisions of Section 448.095, Fla. Stat., 'Employment Eligibility." This includes but is not limited to utilization of the E -Verify System to verify the work authorization status of all newly hired employees, and requiring all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. Failure to comply will lead to termination of this Contract, or if a subcontractor knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit or County Court no later than 20 calendar days after the date of termination. If this contract is terminated for a violation of the statute by the Contractor, the Contractor may not be awarded a public contract for a period of 1 year after the date of termination 36. 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. 37. Severability. Should any provision of this Agreement or the applications of such provisions be rendered or declared invalid by a court action or by reason of any existing or subsequently enacted legislation, the remaining parts of provisions of this Agreement shall remain in full force and effect. THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK Service Contract with Port Consolidated, Inc. Page 9 of 11 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year hereinabove written. Attest: DocuSigned by: sawal, N*Mwul 62AB0835850F4A1... ASCELETA HAMMOND, CITY CLERK APPROVED AS TO FORM: �Do�c�uftned by: L �GN �G f. f -tM A, 84DD5E1CDA804A1... MARK E. BERMAN, CITY ATTORNEY CITY OF POMPANO BEACH E�tMOEBV480 cuSigned by: By: .. REX HARDIN, MAYOR DocuSigned by: C P. l�aUrVtS01n. By: 7052M 15A44C8... GREGORY P. HARRISON, CITY MANAGER (SEAL) DocuSigned by: Service Contract with Port Consolidated, Inc. Page 10 of 11 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA "CONTRACTOR" Port Consolidated, Inc. Witnesses: By.��/' � � ona . Carlt fl. P4. dent L- C�l (Print or Type Name) Vv,el 8 H ac� � (Print or Type Name) STATE OF ; / c, Ir i - iI COUNTY OF The foregoing instrument was acknowledged before me, by means of l/physical presence or o online notarization, this i I-'11day of J o,\uar.l , 20 2Lz by Donald R. Carlton, Jr. as President of Port Consolidated, Inc., a Florida corporation on behalf of the corporation. He is personally known to me or who has produced (type of identification) as identification. ', -1-" ` 2 . NOTARY'S SEAL: NOTARY UBLIC, STATE O FL 1 IDA LEIDY G. RODRIGUEZ (Name of Acknowledger Typed, PrintcJd or Stamped) a�m' ',•;Notary Public -State of Florida *__ Commission # HH 45130 13� dA,` My Commission Expires October 06, 2024 Commission Number Service Contract with Port Consolidated, Inc. Page I 1 of I 1 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment "B" Rate Schedule Port Consolidated, Inc. Rate Schedule Other Transport Delivery Tankwagon Delivery Item No. Description Per Gallon DeliveredCost Differential Differential 1 Unleaded Gasoline 0.036 0.186 2 Diesel Fuel 0.036 0.186 Other products available for purchase Per Gallon DeliveredCost Item No. Description Bulk Diesel Fuel 1 $3.50 Exhaust Fluid (DEF) City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment "C" Scrutinized Company Affidavit Port Consolidated, Inc. OSV'ANY /S'eSB s CONTRACTOR ANTI -BOYCOTT CERTIFICATION P Sf C'i). Flo n�°5b °F W" [PURSUANT TO FLORIDA STATUTE § 287.1351 on behalf of , Print Name Company Name certifies that Company Name 1. Participate in a boycott of Israel; and does not: 2. Is not on the Scrutinized Companies that Boycott Israel list; and 3. Is not on the Scrutinized Companies with Activities in Sudan List; and 4. Is not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; and 5. Has not engaged in business operations in Cuba or Syria. Signature Title Date City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment "D" E -Verify Affidavit Port Consolidated, Inc. Florida Statute 448.095 directs all public employers, including municipal governments, to verify the employment eligibility of all new public employees through the U.S. Department of Homeland Security's E - Verify System, and further provides that a public employer may not enter into a contract unless each party to the contract registers with and uses the E -Verify system. Florida Statute 448.095 further provides that if a contractor enters into a contract with a subcontractor, the subcontractor must provide the contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, all contractors doing business with the City of Sunny Isles Beach are required to verify employee eligibility using the E -Verify system for all existing and new employees hired by the contractor during the contract term. Further, the contractor must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of the awarded vendor to ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website (https://www.a-verify.gov/emplovers/enrolling-in-e-verify) and follow the instructions. The contractor must, as usual, retain the I-9 Forms for inspection. By affixing your signature below you hereby affirm that you will comply with E -Verify requirements. Company Name Offeror Signature Date Print Name Title Federal Employer Identification Number (FEIN) Sworn to and subscribed before me on this this day of 2022. By ❑ Is personally known to me ❑ Has produced identification (type of identification produced: Signature of Notary Public Print or Stamp of Notary Public Expiration Date � • F6ST �- "�. T} Or swN fi City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax MEMORANDUM TO: Honorable Mayor and City Commissioners VIA: Stan Morris, City Manager FROM: Sylvia Flores, Director of Cultural & Community Services DATE: March 15, 2022 RE: Agreement with Port Consolidated for Diesel Fuel RECOMMENDATION: Staff recommends approval of this Resolution. REASONS: The City utilizes diesel fuel for the City shuttle buses, as well as for some public works vehicles and equipment (including generators). We have a pump station on City property, at City Hall, and in order to ensure efficient operations, have contracted with vendors to deliver fuel directly to our pump station. Port Consolidated, Inc. was awarded a contract through RFP E-03-22 for the City of Pompano Beach We can therefore piggyback this contract, for a term of 5 years, which will ensure we are receiving a competitive rate. ADDITIONAL INFORMATION: The term of this contract will be for five (5) years, with a not -to -exceed amount of two hundred seventy five thousand dollars ($275,000) or fifty-five thousand dollars ($55,000) per year. FUNDING SOURCE: Funding is budgeted for and available in 110-6-5440-452044-00000. ATTACHMENTS: Resolution Agreement Item Number: 10.6 168 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 Florida's Warmest Welcome CITY OF POMPANO BEACH REQUEST FOR PROPOSALS E-03-22 UNLEADED GASOLINE & DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL PURCHASING COOPERATIVE GROUP OPENING: NOVEMBER 29, 2021, 2:00:00 P.M. Virtual Zoom Meeting For access go to: https://Pompanobeachfl.gov/pages/meetings DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 Purchasing Cooperative Procurement Operational Procedures: • All questions concerning this procurement should be addressed to the issuing agency, hereinafter referred to as the "Lead Agency". All responses are to be returned in accordance with the instructions contained in the attached document. Any difficulty with participating agencies referenced in this award must be brought to the attention of the Lead Agency. • Each participating governmental entity will use the Lead Agency's contract and terms as executed, for its purchase orders. Furthermore each participating governmental entity will issue its own purchase orders 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. • Awarded Contractor agrees that the contract/purchase order terms of each entity will prevail for the individual participating entity should there be any conflicts between the Lead Agency's resulting contract and participating governmental entities contract/purchase order terms. 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 utilizing any contract or purchase order resulting from this bid award. However, other Southeast Florida 2 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 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. "WORKING TOGETHER TO REDUCE COSTS" DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA CITY OF POMPANO BEACH, FLORIDA Exhibit A - RFP E-03-22 Issued: October 28, 2021 REQUEST FOR PROPOSALS E-03-22 UNLEADED GASOLINE & DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL PURCHASING COOPERATIVE GROUP The City of Pompano Beach, Lead Agency and hereinafter referred to as the City, is seeking proposals from qualified companies to provide unleaded gasoline and diesel fuel to participating agencies of the Southeast Florida Governmental Purchasing Cooperative Group (Cooperative). The City will receive sealed Proposals until 2:00:00 p.m. (local), November 29, 2021. 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: https://pompanobeachfi.ionwave.net. 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. A list of Proposers will be read aloud in a virtual public forum. To attend the virtual public meeting, go to https://www.pompanobeachfl.gov/meetings to find the link. Introduction The City intends to establish a contract for the purchase of unleaded gasoline and diesel fuel, as and when needed. The City is acting as the Lead Agency for the 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. Objectives 1. Contract for diesel and unleaded gasoline products with suppliers that have access to volumes of substantial petroleum products at a minimum in 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 fuels at competitive market rates. B. Scope Of Services and Attachments Attachment "A" — Specifications and Requirements Attachment "B" — Delivery Locations -Tank Size. Attachment "C" — Current Port Consolidated Contract Attachment "D" — Cooperative Volume Report 4 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit A - RFP E-03-22 Attachment "E" — Applicable Fuel Taxes Attachment "F" — Sample Invoice C. Responsiveness and Responsibility items: Responsiveness. The following items must be provided by Proposers with their Proposal. At the discretion of the Lead Agency's General Services Director, the Lead Agency reserves the right, after the opening of the RFP, but prior to the start of evaluations of Proposals, to request a missing or corrupted item(s) of a Proposer. Proposer must provide said item no later than three (3) business days after such request is made by Lead Agency. Failure to provide these items shall result in the Proposer being deemed non-responsive, and its Proposal disqualified. Proposer must provide the following with its Proposals: a. Documentation evidencing specialized experience in the delivery of products and demonstrate a capability to provide the products to the Cooperative entire geographical area (including, but not limited to Miami -Dade, Broward and Palm Beach Counties). b. References of representative customers of comparable size and scope to the Cooperative for which the Proposer supplies product. Reference list must include names and addresses of each customer's contact (email, phone number, address, etc.) and description of current business relationship. c. Proof that Proposer can meet the included estimated product usage requirements of the Cooperative's participating agencies. If the Proposer is not a fuel distributer (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. Responsibility. The following items shall be used by the City to evaluate each Proposer's responsibility: a. Licenses required for the services. b. City reserves the right during evaluation and up to negotiations with the Successful Proposer to request financial information to determine Proposer's financial solvency and ability to fulfill delivery of the product during the term of the contract. c. Proposer's past performance, including any feedback from references. d. City will review the Proposer's business organization to confirm that it is in good standing with the Florida Department of State, Division of Corporations based on the information provided in the Proposer's response. e. Disclose of any litigation within the past five (5) years arising out of your company's performance. City reserves the right, at its sole discretion, to deem a Proposer non -responsible and disqualify the Proposer. 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 EDBAA Exhibit A - RFP E-03-22 D. Participating Agencies Refer to Attachment B - Delivery Locations -Tank Size. E. Term of Contract City reserves the right to negotiate up to a five-year contract with the Successful Proposer, renewals, or any term that the City deems best meets its needs and the needs of the Cooperative. 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 must continue to deliver and provide services upon the request of the City's 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. This paragraph shall survive the expiration of the contract. F. 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 250 MB. If the file size exceeds 250 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: Cover letter: A cover letter signed by an authorized representative of the company. The letter should present an overview of the Proposer's organization and will include the company's name, address, principal contact person for this Proposal, e-mail address, phone number, and fax number. A brief description of the company's history and corporate affiliations. 2. 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. 3. 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. Proposers should 0 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 describe in detail any product volume purchase requirements which would be required of each participating apencv on a monthly basis. 4. Contingency plan of action. Companies 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. 5. 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. 6. Proposers may include additional services, such as the ability of the Lead Agency and Cooperative to pre -purchase fuel or lease storage space for fuel as part of a comprehensive Emergency Plan. 7. Responsiveness and Responsibility items as described above. 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. 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. C. 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 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 shall become part of this RFP and any resulting contract. City Forms: The RFP Proposer Information Page Form must be signed by an authorized company representative and included with the Proposal that is electronically submitted through the City's eBid System. G. 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. 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 Division at (954) 786-4098. If the contract has already been awarded, please direct any inquiries 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 Contract, City, by and through its Risk Manager, reserve the right to review, modify, reject or accept any insurance policies required by this Contract, 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 Contract. Throughout the term of this Contract, 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. DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 Contract. b. Such Liability insurance shall include the following checked types of insurance and indicated minimum policy limits. 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 -------------------------------------------------------------------------------------------------------------------------- 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. D DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA EXCESS LIABILITY XX other than umbrella bodily injury and property damage combined PROFESSIONAL LIABILITY * Policy to be written on a claims made basis Exhibit A - RFP E-03-22 Per Occurrence Aggregate $4,000,000 $4,000,000 Per Occurrence Aggregate $2,000,000 $2,000,000 C. If Professional Liability insurance is required, Contractor agrees the indemnification and hold harmless provisions of the Contract shall survive the termination or expiration of the Contract for a period of three (3) years unless terminated sooner by the applicable statute of limitations. 3. Employer's Liability. Contractor and all subcontractors shall, for the benefit of their employees, provide, carry, maintain and pay for Employer's Liability Insurance in the minimum amount of One Hundred Thousand Dollars ($100,000.00) per employee, Five Hundred Thousand Dollars ($500,000) per aggregate. 4. Policies: Whenever, under the provisions of this Contract, 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 10 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 of contract. Certificate(s) to be issued to City of Pompano Beach, Attention Risk Manager, 100 West Atlantic Boulevard, Pompano Beach, Florida, 33060. H. Selection/Evaluation Process A Selection/Evaluation Committee will be appointed to select the most qualified company. The Selection/Evaluation Committee will present their findings to the City Commission. Proposals will be evaluated using the following criteria: Criteria Point Range 1. Company Qualifications and Capabilities 0-35 (Factors including but not limited to those identified below) • Fuel supply delivery capability from Port Everglades Delivery capabilities, such as transportation fleet and personnel 2. Emergency Supply Capabilities 0-30 (Factors including but not limited to those identified below) • Control of storage facilities in Tri -County area, and surrounding Counties • Contingency plan of action • Availability of additional emergency storage outside the vicinity of the Tri -County area and surrounding Counties • Availability of trucks and drivers from outside the Tri -County and surrounding counties • Percentage of supply contracted with fuel terminals versus spot purchases based on supplied volume report 3. References 0-10 (Factors including but not limited to the following) • Years servicing each referenced customer • Number of locations that the Proposer services for the referenced customer and their capacity 4. Cost 0-25 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 11 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 presentations (if deemed necessary) with a score of "1" assigned to the short-listed Proposer deemed most qualified by the Committee. Each company should submit documentation that evidences the company'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 company 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 companies deemed to be the most highly qualified to perform the service. If three or fewer companies 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 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. I. 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. J. Right to Audit Successful Proposer's records which shall include but not be limited to accounting records, written policies and procedures, computer records, disks and software, videos, photographs, subcontract files (including proposals of Successful and Unsuccessful Proposers), originals, estimates, estimating worksheets, correspondence, change order files (including documentation covering negotiated settlements), and any other supporting evidence necessary to substantiate charges related to the contract (all the foregoing hereinafter referred to as "records") shall be open to inspection and subject to audit and/or reproduction, during normal working hours, by City's agent or its authorized representative to the extent necessary to adequately permit evaluation and verification of any invoices, payments or claims submitted by the Successful Proposer or any of its payees pursuant to the execution of the contract. Such records subject to examination shall also include, but not be limited to, those records necessary to evaluate and verify direct and indirect costs (including overhead allocations) as they may apply to costs associated with the contract. For the purpose of such audits, inspections, examinations and evaluations, the City's agent or authorized representative shall have access to said records from the effective 12 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA K. Exhibit A - RFP E-03-22 date of the contract, for the duration of the Work, and until five (5) years after the date of final payment by City to Successful Proposer pursuant to the contract. City's agent or its authorized representative shall have access to the Successful Proposer's facilities, shall have access to all necessary records, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with this article. City's agent or its authorized representative shall give auditees reasonable advance notice of intended audits. Successful Proposer shall require all subcontractors, insurance agents, and material suppliers (payees) to comply with the provisions of this article by insertion of the requirements hereof in any written contract. Failure to obtain such written contracts which include such provisions shall be reason to exclude some or all of the related payees' costs from amounts payable to the Successful Proposer pursuant to the contract. Retention of Records and Right to Access 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: a. Keep and maintain public records required by the City in order to perform the service; b. 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; c. 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 d. 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. 2. 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, Florida Statutes, as amended. PUBLIC RECORDS CUSTODIAN 13 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 RecordsCustodianAcopbfl.com 3. The Successful Proposer 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 Successful Proposer 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 Successful Proposer 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. L. Communications No negotiations, decisions, or actions shall be initiated or executed by the company 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 companies that are signed and in writing will be recognized by the City as duly authorized expressions on behalf of companies. M. 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. N. Independent Contractor The Successful Proposer will conduct business as an independent contractor under the terms of this contract. Personnel services provided by the Successful Proposer shall be by employees of the company and subject to supervision by the company, 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 contract shall be those of the company. O. Staff Assignment 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. P. Contract Terms 14 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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. Q. 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. R. 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. S. Manner of Performance 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 delivery of product and 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. T. Acceptance Period Proposals submitted in response to this RFP must be valid for a period no less than one hundred and twenty days (120) days from the closing date of this solicitation. 15 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 EDBAA Exhibit A - RFP E-03-22 U. 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. V. Standard Provisions 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 company. If any Elected Official, Appointed Official, or City Employee is an owner, corporate officer, or an employee, the Proposer must file a statement with the Broward County Supervisor of Elections pursuant to §112.313, Florida Statutes. 4. Drug Free Workplace The Successful Proposer will be required to verify they will operate a "Drug Free Workplace" as set forth in Florida Statute, 287.087. 16 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 EDBAA Exhibit A - RFP E-03-22 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 Successful 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 The Successful 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 Successful Proposer 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 Proposer will in no way relieve the company from responsibility. 9. Withdrawal of Proposals A Proposer may withdraw its Proposal without prejudice no later than the advertised deadline for submission of Proposals by using the "Retract" feature of the City's eBid System.. 10. Composition of Project Team Proposers 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 17 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 Payments 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. W. Questions and Communication Each Proposer will examine all Request for Proposal (RFP) documents and will judge all matters relating to the adequacy and accuracy of such documents. All questions regarding the RFP 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. No further questions will be accepted after this date. 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. X. Addenda The issuance of a written addendum or posting of an answer in response to a question submitted using the Questions feature in the eBid System are the only official methods whereby interpretation, clarification, or additional information can be given. If any addendum is issued to this RFP, the addendum will be issued via the eBid System. It shall be the responsibility of each Proposer, prior to submitting its response, to contact the Purchasing Division of the General Services Department at (954) 786-4098 to determine if addendum was issued and to make such addendum a part of its proposal. Any Addendum will be posted to this RFP in the eBid System. DocuSign Envelope ID: C327F0D0-D8DF-4343-B5DB-90853D1 EDBAA Exhibit A - RFP E-03-22 COMPLETE THE PROPOSER INFORMATION FORM ON THE ATTACHMENTS TAB IN THE EBID SYSTEM. PROPOSERS ARE TO COMPLETE THE FORM IN ITS ENTIRETY AND INCLUDE THE COMPLETED FORM IN YOUR PROPOSAL THAT MUST BE UPLOADED TO THE RESPONSE ATTACHMENTS TAB FOR THE RFP IN THE EBID SYSTEM. RFP PROPOSER INFORMATION PAGE (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) Company (Legal Registered) Federal Tax Identification Number Address City/State/Zip Telephone No. Email Address 19 Title Fax No. DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 RFP E-03-22 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 monthly usage of the various fuels included in this Request for Proposals. 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 fuel per ASTM D975 -08a specifications, or latest revision. • "Ethanol Gasoline": 10% Ethanol blended gasoline per ASTM D4814 -07b specifications, or latest revision. 1.2 Additional, Optional Fuel Products: • Midrange Unleaded Gasoline: Minimum Octane of 89.0 • Ultra Low Sulfur #2 Red Dye Diesel • "5% Biodiesel Fuel": Ultra Low Sulfur 5% Biodiesel blended fuel, on -road, clear, taxable diesel fuel. The 13100 will conform to ASTM D6751-08 or latest revision. • "20% Biodiesel Fuel": Ultra Low Sulfur 20% Biodiesel blended fuel, on -road, clear, taxable diesel fuel. The 13100 will conform to ASTM D6751-08 or latest revision. • E85 Fuel Ethanol: Shall conform to the chemical and physical standards for fuel Ethanol as set forth in the ASTM International Designation D5798-99,"Standard specification for fuel Ethanol (Ed 75-Ed85) for Automotive Spark -Ignition Engines". • Bulk Diesel Fuel Exhaust Fluid (DEF) 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. Page 1 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA 2. PRICING METHODOLOGY: Exhibit A - RFP E-03-22 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 Product 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 (+)/(-) H (-) pergallon* pergallon* 1 87 Octane Unleaded $ $ 2 Diesel Fuel #2 Ultra $ $ Low Sulfur 3 Lump Sum $ /each $ /each Additional Delivery Charge for Deliveries beyond 30 -mile radius of Port Everglades only. * Calculate differential proposed to fourth decimal point. Differential proposed to remain firm during initial contract period and any renewal period, except as provided below. 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 Ethanol 10% Unleaded Unbranded Rack Averase Price (For the applicable Reid Vapor Pressure - RVP on the date of delivery of product at the rack). Plus Positive or Negative differential proposed for 87 Octane Unleaded per Section 2.1. (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 OPIS Gross Ultra Low Sulfur Distillate No. 2 Unbranded Rack Averaee prices. Plus Page 2 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 Positive or Negative differential proposed for Diesel Fuel #2 Ultra Low Sulfur per Section 2.1. 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 regardless of the actual varying road miles required to be driven to make deliveries within that radius to each tank location. The firm markup or discount for Unleaded Gasoline or Diesel shall not change duringthe he negotiated term of the contract, except for circumstances described under 3. PROPOSER'S COST INCREASES AND SURCHARGES. 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 selected proposer shall apply all applicable credits and discounts to the price charged to the Co -Op and identify and reflect the discount on the applicable invoices. (Note: the applicable credits and discounts will be incorporated after award and shall not be reflected in the Price proposal Schedule.) 2.6 Alternative Fuels Considering the dynamic nature of fuel technology and the growing demand for alternative fuels, the Co -Op reserves the right to add any alternative fuel to the fuel types required. When such a need arises, the Co -Op shall contact the selected Proposer to determine if the selected proposer has the ability to provide or obtain the alternative fuel. The Co -Op shall provide the selected Proposer with information on the 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. 2.7 Additional Fuel Products: Proposers may submit under a separate cover a price proposal on the following fuels. Proposers must outline the Pricing Methodology for each additional fuel product proposed. Item No. Description 1 Midrange Unleaded 89 Octane 2 Recreational Unleaded 90 Octane 3 Ultra Low Sulfur #2 Red Dye Diesel Page 3 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA 4 Biodiesel Fuel B5 5 Biodiesel Fuel B20 6 E85 Fuel Ethanol 7 Bulk Diesel Fuel Exhaust Fluid (DEF) 3. PROPOSER'S COST INCREASES AND SURCHARGES Exhibit A - RFP E-03-22 The City may, in its sole discretion, allow for a temporary surcharge to be added to the differential proposed. If the cost of labor or diesel fuel are affected by extreme or unforeseen volatility in the cost of labor or diesel fuel that satisfy all the following criteria: 1) the volatility is due to causes wholly beyond the successful Proposer's control; 2) the volatility affects the marketplace or industry, not just the particular successful Proposer's source of supply and/or labor; 3) the effect on pricing or availability of supply is substantial; and 4) the volatility so affects the successful Proposer's continued performance of the Contract would result in substantial loss. Any temporary surcharge would require irrefutable evidence and written approval by the City's Manager or their designee. The successful Proposer and City shall negotiate a time frame for the temporary surcharge, and reevaluate the need for said surcharge upon the end of the negotiated time frame. Should the unforeseen volatility end, and the costs to the successful Proposer are reduced and no longer result in substantial loss, the temporary surcharge must be terminated. If it is determined that the additional unforeseen costs will not abate for the remaining duration of the contract term, the parties reserve the right to negotiate an amendment to the resulting agreement and the proposed differential. 4. TAXES: 4.1 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. 4.2 Proposals will be considered only from Proposers who do not require the payment of these taxes. 5. SUBSTITUTE/ALTERNATE METHOD FOR PRICE ADJUSTMENT: 5.1 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 OPIS Index is experienced beyond existing scheduled holidays (Independence Day, Christmas, etc.), or Page 4 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 OPIS Index prices becomes non -representative of the market. D. The Successful Proposer provides clear and convincing proof that market conditions unrelated to the OPIS 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. 5.2 The City may, if deemed to be in the City's best interest, elect to modify the pricing methodology in the situations listed above in the following manner using any nationally recognized, published benchmark or index. The firm markup or discount will include the vendor's cost of product, profit, delivery costs and any other costs. The firm markup or discount for Unleaded Gasoline or Diesel shall not change t�gotiated term of the contract amendment, except for circumstances described under 3. PROPOSER'S COST INCREASES AND SURCHARGES. No other charges shall be added. 5.3 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) days 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. 6. INVOICING 6.1 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 OPIS 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. 7. ORDERING & PAYMENT: 7.1 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. 7.2 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. Page 5 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 EDBAA Exhibit A - RFP E-03-22 7.3 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. 7.4 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. 7.5 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. 8. 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 • 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: purchasing@copbfl.com. 9. OPIS MEMBERSHIP Successful Proposer shall provide City either a subscription to the latest edition of the OPIS Publication PAD 1 report edition, or OPIS Invoice Checker or similar OPIS product that will allow the City to validate the Successful Proposer's pricing on an as needed basis. 10. 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. 10.1 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 Page 6 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 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. 11. 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. 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. Page 7 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 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. O. Agencies will accept fuel from trucks with sealed State approved and inspected meters. Trucks that have State of Florida Department of Agriculture and Consumer Services sealed, calibrated and certified compartment tank volume markers for the petroleum product being delivered, are also acceptable. 12. SPILLAGE: Page 8 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 The Contractor and/or his subcontractors making deliveries shall be fully responsible for any errors or mistakes that require clean up or ground sterilization. Contractor will be responsible for prompt and thorough cleanup of all spillage per EPA specifications and for any agencies fines or fees for any contamination that result from improper delivery of fuel. 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: 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 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. Page 9 of 9 N CL O N W c rn U) U O 0 M N O (D O) ca d cu o M o 0 a) 0 J- m O m m Q OO O O O O O O O O O O O O O O O O LO O LO 0 0 Ln O f— N O O O Ln O O LO O O O O O O O O LO O I` O ti O LO O N N O O O O O c1' LO O CO O LO Lo O O Lf) N O to (= 1 O O LC) O O (:: O Ln O N Cl) cl) N LO 1` N m O N O � � LO CL H N U Ln M co M J U- N L U m O � � J LL CD QQ cu cu N N D O co N Q 'O LL U)O 7 L _ O) O) Q) `m N -ri a) C o c o c c a) c co 00 c� cu v ommm O•� ECL m ~~ CO0� cc O O U YU_ N N N N O C.i 7 C m c N v N N N m L6 c X W "0 m O N c� •,N_, c N c O cd O N O a m _coo ca N Ln O g o cn cn cn .om —coL a) cm= Q c N v m I D) c CD UUoU ion O� m'� O `o f6 arni•c�•U•U W>>> O U O U D U o > O c c=cn N Q N M 2 Z cn10-10-��� O m W m U m N C7 N U Z Z 2 Q cn J co to C Nr L OD 1� M ti Ln L I) LP M M M In O Ln O lam() Q7 U c O .�c �O Ua ca co E U t N ca �— N Z U (d O O 0 N m O �' Q—Oj U O J W W U lL Z co N LU O Mo W m W W 0 N W_ LL 0 m m M N O (D O) ca d (13 CL 0 W C: 2) U) U O 0 c 0 o a > > > m O` 0 0 0 0 0 0 0 0 0 0 O0j m m m m m m m m Q Q Q > > > > 0 > > > > > > > > > U 0 0 0 0 0 0 0 0 0 0 0 0 0 ¢ .0m-0-0 ¢ ¢ ¢ ¢ a» m ¢ -0-0-0-0-0a ¢ ¢ ¢ ¢ ¢ ¢ a-0 ¢ ¢ 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o O O O Oo O O 00 O O 0 O 0 O 0 Lfi 000 LQ U(l O 000000Ln0Ln000 O ti 0 0 0 0 LO N N O O O c::, O CD O O CO O O CO N N N c0 M CO CO N — N Y 'V O @ I- as U N 00 co M N N co co O M M co co M N N a) w Na -p E LL 'D a) CO M C 0- N m d C @ O a) 7 @ @ L O @ O @ M M _0 L @ Q J m - J M co M Mm ai y LO O° C -J E U- 0 E p -0 a0i�� m m LL c m ai dLL o o U o ai (D -af 0 C= � � �¢ vN¢> @ m6N -O OUca ¢ O N d. _ O -d O _ O = d CO a) -0 O ~ CC c 04 O C) ¢ 'O G 'C m 'O Lv m Cn U) L, � N U-0 -O a ¢ CO Nm O U) N Qo a o 0 timt7� @ZO 6) _ a) ` LO O @ Ll _ N � � a) E � Z Z c - o O Z a) CD - C O O O_ (n ¢ Y 16 cuaj O O � N E N N 0 Z O O 7 LO m d� m d LO M o U co �, O C7 m C co co U M N Z Z O O N p O M N C () *k � pOj a) M 00 00 O U _ CDL() M-0 O a) ; (7 1 i M U 0 v_ LO U CO J N V- Cri co LO @ W U E N M M C0) N O CD O= O@ C C> �' a O O O U > U > U > @ 'a M Y M Y c N _ .0 .2 N Q 2' m m O- cn Cn cn N .E 00 ,= N U f0 _ C0 m U O s LO O Q m Cn Q O O d U Cn Vi U `@ C c Y @ 0 Ui a) m N m @ > 0 o a> 0 > U U o O O 0 H@ 0 0_ C E @ N LL LL LL U ¢ @ Q U m i% i.i a LO co m O U) @@ H >- a0 U - CD LO V LO Ly LOC) LOf') U') LOCO X 20 2-0a) O M N Ln N O O O N O N N -c O co V V V m M cO a0 CO Cn NCD CO m O) ti OD OD OD (b a0 OO 00 CO O 'd' 00 M t L? L? L? O L? r O a0 OD Il Cl? ti y U Ln M ti r— m LO CT) I� r- M (D 00 @ @ N CO Lo In l.C) Cl) In Lo CO Ln LC) Lf) m co M M M 00 co M i-- M co co co M 70 N 'c1' V' V' V' LO V'U-j d' @ @ cm O O cn O) cn O m m O O) m m 61 LO m d) Lo m O Lo m O LO L!') Lfl In C.O LLi 'O 'p CO LO CO LO cm C U c O O r i O O C O •E C C C 0 N CD W .@.. N U c p C= U a w m t c 3 .3 v) o @ a o o a ma) m O O axi 2 @ c 2 0 'o Y 2 2 c ca cm c m za U9 cu � U) U) u1U '(U c c c >, 4-- Co M= E m D m m U% 2 2 m m ) CD 0 c LU @ Z U c 0 m Ln LL @ U Ical I I I I I I Iml M N O N m m Lo d N N M O w 0 - LL Q W i 0 O O O O O O > 83 0 75 0 O O 0 0 0 0 0 0 0 N O O Q O.0 m C7 0 0 0 0 0 0 m m m m m J Q .fl Q Q Q Q Q Q 0 0 0 0 0 0 LO LO 0 o O O Y C) m0 O O O O O m O O O O O O CO O O O O O M O r- LO CO (CD N N N N N M N U'3 O) N CO U M LO N O O co N M co p M i "O O co N Li- co M LL' M CO > Cj CO CO m O M co O N M Y O N M co M CO m m o a) LL O M M O m Cn 0_ O m J LL- co J a. L` N 0 J LL U M M M O L.L L.L M J C m �_ E m O _ U a J co to L J LL LL M cu C OV N m O O� "O M a 'cu ti J m a) p Cn Z U U) '00 m -0d of a U 00 M LL co m U j N 7 a) LL- O T M m 0 7 O� M m 0 m 0 0 m c O Q CA Cl) (A m a) •> . L Y p 0 Cl CL OV CL EO co m LL 0 0 0 0 0 0 li 0 LL d 0 0 m m co C) cC cC cC cC cC c c cdm 0 0 c = c:° aaaaaa > aoa) U 6 > (D C (D CD (D (D o N Cl) � CO r-- O - U O c c M c N 00f wZV N O 0) C14 O m NdCO 6 .m N o 0 0 0 O m Z Z U z U Z Z cn Z cn O Z cm O N 0 0 N N N = 00 Cl) O O N Cl) N O O ti O ti O LO O LO m O LOO O O O ti r O d' - LL m <L ll m LL d M N O N N V' M CO V M r ti LO co M_ O O O O O 0 0 0 0 0 0 ^ O Nr- CO LO LO LO LO LO LO LO LO LO CO � N V V r- L` ti ti r- r-� r- - r- 0 0O OO M O O IT �' V' �' d' d' IT d N (V OD LO 00 V N V N N M N M N M N M N M N M N M N M N M N M V V V V V' LO LO LO LO LO LO L.O LO LO LO LLi LO LO LO LO LO LO ti (M � � � v ti ti v v ti ti ti U 6 O N 0 T U a O E -2 -2 '00` "002 -2 a 'a -2 "NO` E E m 3 3 3 cu 3 3 3 9 9 m �3 `m U- a °) w ww w wwwww ¢ m > N m Y T T T T T T T T O a) = Y a) a) () a) 0 0 0 0 0 o a m mm m mmmmm C Q) 2O 0_ m m p H U U U U U m = 0 U m m L �+ .2cn � L 0 E 0 U) C m C m C m C m C m N N =) s m C C 0 = a) E_ Cn c m c) M c c c c c c a) N c) v E W Z U) (D a)4? d? 0 U E c O m Eu Y 0= N 0 a .-- i W ` N V m C m c m c m c m CD� Q C a a) c "c c m m -ink E� E� E� E� End I—�— �� a3) U 0 0 m m m U v r::; h v Z O Z O m o 3 E a`) a m o m a aa)) m aa) ID ami � am) Q) ami m� `—° � w O w 3 0 0� o mU)>o>o>o>o>0w< c ¢¢m -m �mm0U M N O M N 0) Cv a- N N c%) O W CL LL a X W C p O 3 c O >75 2 O m 0 Q UO 0 0 0 0 0 0 0 0 0 0 0 O O N O O O O LO O O O O O O ca 00 O O LO LO 0 ti LO 0 CO Ln O Ln O O r- C+•) O O CV O LC) O O CD 00 Cl) LO LO N LO M N CO CO N M L.[) LC) I-- LO LO LI) V• V• U) CO CO U M Cl) LLQ CO CO O 6) CO M O co O O O co co O O O M M J M CCOO O M CO CO M C'7 M M Cl) co co O M Cl) O LL Ch CM M CO CV Cl) t,O,,) N CO Cv) M CO J Cl) Cl) M Cl) M co co Mcl) N O O LL LLLL M J M LL LL LL- � LL LL LL M O N LL _1 LL _I LL J CL) ~O M N 0 p> cli J LL C`') Ln M U M m L L M C-1 Cl) O C m M M Ch CV O M C U) co O LL J N m a) a) m m U U U J LL Cl) M N 41 lY J M co U) � '� C U LL m 'O � co m J LL N N N LL C .Q m -a m 'O U m� LL. LL M J CD •� Q'= U) Q - O N N m C� O -mp .� LL O C 'l7 m O m O m O - L - LL Cn -0-a m� a a O J LL LL -a ID Q N O (n 0 J 7 0 c=63 N Q O m O- m O' m fl' a) m E .� N F, 7 J 7 J N m m O -O O U O U p U m n 1- J C m E 0— E E E 3 m m D O U C C C p U) m o p p S "> O d O LL O d J - O O L6 0- _ N> O LL LL LL U) a) S 7 70 LL LL m 7 'O S L] 7 N m ) X x Q a) N m N 7 O N O> a) U C C C O> C O C 7 C N > N m a) CD Q a) a) N a) U Q >> p� Q— 43) UOj Z' Cn CO N r- d. Q Q Q o � N N 2 m OL c rn O A O N N C O LO N � ._ N X) M O t0 CO CO LO 7 7 � �. �. O O C .-C L (n �i U W> Z Z Z Z Z Z Z Z Z Z (n {— Z Z (n Z F� O Z O 0 0 Z O O � O LO LO O O CO C) O 0 M O 0 0 C) C) Ln O O O O r 0— M 0 0 0 C> 0 0 0 0 0 O O -- O r V O C�') OM CM Lf) 00 O L-- N N N � ti LLi O O O C)) r f� LO O N O r N a0 N N N aD N N O O Lo M O O o 0 0 0 0 0 0 C) 0 C) 0 0 o O O O O O o 0 C) C) 0 O O o (D LO LO LO LO U') LC) Ln V) LO L.[) X) Ln LO LO LO LC) LO LO LC) LO LO LO LC) LO LO LO LO p �t d• �t d• V' d' d- VL VL �' VL L N N N N N N N N N N N N N N N N N N N N N N N N N N N M M M M M M M Cl) M M M Mm M M M M M M M M M M M M M M V V d• V• V' V V V V V V V d' -4 d' V 'cf • 'd• ch LO LO LO LL) LO L() LO LLi LC) L. Lti L. LLi LA Ln LO LO LLQ L!') LC) LO L() L27 LC) L.() r � r- ~ U C 0 U) U) U) U) U) V) V) V) N U) U) fn U) U) u) U) U) U) w U) U) U) w U) U) U) U) 0(l) U Ll _OO 'O 2'O 2 U 'OD 'a -O -2 -2 -a -O -o -O -OO 'O P E -O -o a -o -O -o -o 2 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 -O -O -O -O -O "p "p -O v -O •L7 •LJ -O -o -O -O -O 'B -O -O 'O 'O 'O -O -O w>�wwwwW W ww>�wwww ui w>� w LU w wwwwww>�ww www Y Y Y Y Y Y Y SC Y Y Y Y `1 Y Y Y Y Y Y Y Y Y Y Y Y U a) U a) U a) U a) U a) U a) U N U N U a) U N U a) U N U a) U a) U N U a) U a) Y U a) U N U a) U a) U Q) U a) Y U a) U m U a) U a) m m m m m m m m m m m m m m mm Co. m m m m m m m m m m V) O Q m Z Q Q•C a m a) Co a) GZ' N N a) N U Z• L L m C a) N a) E N a) C -O E O C J p O) Q) .--. m E W E cD p Wo :7 c W E m E LLJ N rn a) E W -a aC m w w cci WN Z W O O W >, - N O _0w� sa) 4C U2 --,"e ,"e_(n (D ( m Co c EL a) O p W W W O a) a L m) a) m'aaa>] C5NO�) m N W2 o t ID WONO > nN 000 2' C ,E � a) @ a'a OU E Jm J O , 0 =3 0 ca N C m y 'C C', ) . m ? m 4a) 0 0 0 10 U 0 0 U U D � o U m m Q m W U >�0 W c:L LL LL- 0 LL 0 LL. S S S 2 S S M N O N CD «7 a N N 0 O W IL LL Q W M N O LO LD LT (v d O =O > > > > > > > > . -0-0-0Qn-0-0OpmO Q Q Q . Q . Q Q Q Q Y C U N O O C) O O LO O O O m a) O O m N O O O O H 04 N M CN N M L,() LL7 N M V N M M LO O V m U Lo 00 Ul Nt N O O O O O O c N co co co co M M co (•Ory M N (o co M M M M M M m M co C) O N M N M p M Ui J J J J J J --j LL LJL LO J M co _ M M M M m NLL LL- LL LL LL LL NO LL- J N M Y aj LL —� co N a) N N 6 a .y a) N M co y N LL LL M ti .� M J "a "a "a "� 'm0` U J U >43) C1 .> .> M M p0 JLL. LL- '@O 'm0 'O -0 -0 "O a) p m Cl) = m LL m m m m m m m m O m m J 0 Q J 0 E J J J J J J m ca O Co LL = 2 Y U 2 Q 0 0 o N aS LL Li Li LL LL LLL m '0 Li E 0 o a) 0 0 0 0 0 0 0 a a) is o > m O a) 2 S (D a) > Q N c a) c N c a) c 0 c 0 c a) c a) c m m 0-- N O U L o Z 0 Z U N > N Cn >>>>> Q Q Q Q Q >> Q Q@ Y @ (n F'- 0 tD 0 0 0 0 0 O O O p E C6 00 LO c m L. N 00 •77— Z to (n Z U)U)U)ZZZZ ZZ o Of O LO LO O N r- r- 0 00 0 O O O U O O O O O co LO M LO M O O O LO Om cD 00 O to 00 00 00 00 a0 00 N ti -a m LC) O ti O O O M ti �-- - O � (O M Cl) M M M M M ti m tf) M N k O O O Cl O O O O O O O O O O O O O O O O N U') LO LO U') LL) L() LC) LL) Ln Ln Lo Ln LO LO LO LO LO LO LC) LO p ti ti ti ti ti ti ti ti� ti ti� �� ti ti ti � ti� p V d' d' V �' �• d' V�' 'c1' 'cF d' d' V�' L d N N N N N N N N N N N N N N N N N N N N M M M M M M M Cl) co co co M M M M co M co M co LI) In LP In l0 lf) In In In In Ln In lf7 L(7 L!7 ll') LC) Ln Ln LO U m C N C 0 to (A N co to N N N N N N N N CA co N co N N U o U d -o -a 'o -a -a -p -o -o -a -p -o -o -o -a -2 -a -a -p -p -o m 3 m 3 m 3 m 3 m 3 m 3 L 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m 3 m m 3 m 3 m 3 _0 _0 -a -0 -o -0 a -o -0 -a -a _0 -a -a -a 'a 'a '0 'a -a LU w w w w w w w w w w w w w w W W w w w U a) U a) U N U a) U a) U a) U a) U a) U N U a) U N U a) U a) U a) U a) U a) U a) U 0 U N U a) Co. Co. m m m m m m m m m m m m m m in m m m L U O m .V 'E m m Z 5 M m e := a) a) m ..Q 7 a) m N "a � C m Cf)a m 0 _ m m aEi—mpma "m E N N� � �Y� YOYYo o co a) C caw log M W Z 0 w v a o o E L LO co � V. r- � s ti U a 0 a a) v> 0 a m > a) a) J . rn ul "o O_ La H >, c O_ W = c ���� 'c c 'E •c 'c c 'c@C, M L mC -N t'- a) oU m m a) > Q Q N C 0 c @ E c E c m E o m a) m a) 0 a) a) m m rn E m 0An �� U `0 La.� a— cZt� v o 2 caZ1EZ-0 -0 -0 � c� 3 E 3 m� �5 0 cS.SLL 0 m aS�U� a) U a) m u n�m���� o 0 0 0 0 0 0 0 0 a) a) cZ 0 M N O LO LD LT (v d a) CL O a) c W C: O7 U) U O 0 ro o `o o v @ > 0 m C-9 Y c U0 CU r.- O 0 O 0 F- 0 Lf) 0 CO CO O CO o O Ln tf) --r 0 Lo 0 Lo m CO O O O O Ln O O LO O � O LC) cu O O O O O O O O O m Ln Ln N N Lf) Cr) M CV �-- N LC) M C O V> O LO N O N M L(> N O U-) Lo M O �' N M LO CV U o0 LO o co LO O O co M m M O cq M CM7 M O) Cl)p J M Cl) O Cl) M J ti J J O N �_ c:, O M LL LJL LJL L.Mj M M LL w O CO LL M M O M M M CO J LL O cn N J L.L L.L O Ln co Ui O L U J Cl) M M J M M N p m d a) C LL M M C J C M m LL J LJL J LL J co co CA Cl) Cl) N "O U a -O N a) N co w N O a J m vi LL LL a) LL co C Q O M Cc N m N p co L C L a p co N -� LL M LL Y O N O) Cl) m i a)• � N (O m c N N m -O U J LL !n CO --� w J M LY o M m m C) J Y Cl) J L cn a a) LL O -C M = LL LY LY LL > 2 m ,J m O_ U Ll E m a) a> a> N U a) -O O m O _ O O J [l -a N :'a LL m a - a) m p @ 0 m 7 m J O c U m Z LL "" � >' O >i >i O O Q .c N _ -a O U J V- 0 c Q S U m _ O - 'j Co ._ 7 7 •j Co cua) U m o cn— 0> w Lr to � m m Cn - .� p= La N U) o m � � Cn U 2. CK Lo L O m O - - CD o LL > In O o- O m -o _ 0 _ - LY N o> N c a) d U) > m an d N (n rn c a) H 01 ID �o V) —_ O O U d ami U! m > Q� N y O m ca m U L cn cn c j -Op a) O LY L Uin N — O r- O 2 m m a O O O c cn C CO M H CO Cn _ rn��LY�i� _ O p N E M L - - ����� w U) LLQ Z :2 § O (.0 W a) 3j (n U) Z Z 03: Z Cn mei H cn C� "L O O O Z m Cn (n �`- Cl) Z— U O O O Z Z O 0 0 O Lo O O Z 0 O 0 0 0 O o O O U �- O LC> Ln O O O O LO O O O O LI) Ln O V' Lf) O O O Ln O O O O M 0 0 0 N N O O ti In CD M M .- CO LI> �F M O N M �t O) CO co N M" N t. O ti M N r- CO . d' Ln co ti r d) OO .- O M O co o N O N Lo LC) O O O O O O O O O O O O O O O O O O O O O O O O O O O o LO Ln L[) LC) Ln Ln Ln Ln Ln Ln LC) LO LC> LO LC> U'> "'> LC> Ul p L[) LL) Ln Ln Ln L.() U') U') Lf) p L a N N N N N N N N N N N N N N N N N N N N N N N N N N N N M M M M M M M M M M M M M M M co M co M M co M M M M M M M �• � � V VL V' d' V d• X) ch V• 'ch V � V V' In In lI) In LC) Ln Ln U -j L27 L(> LO t[7 U') L() Lf> Lf> LC> LL') L(> LC) LI) LO In LI) Ln to L(> Lf> L('� L[) L[> U m C � c N 0 (n fn N to 0 0 0w 0 0 w 0 0 w h N N w (n w N N w N Ln O Ua o o a o-aa 2 `m 22a 2a22-a 2 `m 2 `m 2 `m -- -2 `m -2 `m -o-o-2-a -o -2 -2 m m m m m m m m m m m m m m m m m m m m m `m 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 - W W W W W W WW W W W W W W W W W W W W W W W W W W W W `1 Y Y Y Y Y Y 1 SC Y `1 Y Y Y Y Y Y Y Y Y Y Y SC Y Y Y Y Y U N U N U N U a) U a) U a) U Q) U N U a) U a) U Q) U a) U N U N U N U N U a) U N U O U N U N U a) U a) U a) U a) U a) U a) U N m m m m m m m m m m m m m m m m m m m m m m m m m m m m a) m Zo •p � C -- E c m m o CD m .D coca C C Z Z .. a> U a U E L_ E E o ._ E w c m a) o o a) E a) E 6 :° c a) E co c g ti «m _ m °) c a) E m v a> S °) rn 2 ZD `m � a) a> a) a) m m E a) a' m rn E .2 --p N~ 2 c I- F- m _c6 W Z N W �+ m W W E E _Ca) E N 'E N L UJ "O O -off OL O a) w Ln m a) a) a a) a) LIJt _0 m Y w Q' LLI aUi cn N, m a O m 0 0 m ' N in Ln -= > O m O 'O Q) m N O rn N ~ Y -O •L6 N a) O � in in � N L°w�U m m'62 m� a -3i c— a N� fl c`o'o cu m �iYH�v>Qmd 3 = 3 nW o c E U a E>> m c a U a > Y c C E U 3 m a) >>> m c� ZZOaa2aaC'1��LYWNUUUUCf) cncncn aUmCnU UUP N M N O U N N N M O W a LL Q W c rn Cn U O 0 Cl) N 0 0 .o p p 'o 0 O m Q Y N U m OO O O O LO O O 00 O O O O O N O O O O O O LO Lo �' Lo M �. M O LO O r O Lo ti O Lo O Lo N CO Lo Lo N Lo N O M U d. V M 0') O O N N M M O N M M _ ti O M co M O M M M CvMj M cvMj M Cl) M �• O Lo O J O O M M Cl) M M M M M M M J LL J LL LL N M M M LL Cl) M M M M J LL J LL O M J, CA N LJL LJL N Cl)M M M Y J LL J Li- El C c CO N Co N J J M J LL O U U- CA LL - (U O m ai m J LL cn 7 7 M CO m "a 'a C W L.L M M (U N co � _ -c Q "O "O .N.._ 0 ca "O > Co p N N m fn J O O Y O O m J LL m 0 U (U J J 2C Q w m co Co L m m C U 0 d J J J O O O O E N= p -° O _ m Jm -r - 'p5. d a_ U N Ui � (�6 0 LL LL _ LL - Z 'p 'p 3:N N N "O > O " m O LL U- N 0 m Q C C Qj 7 C 7 c 7 C m 0' N O Y d -O N 2 N p p m m U CU CV N C75 2 c co p c m U) N Cn CCS D m m Q Q Q 0 � N> > Cn V Cp CD Cn E2 CU O O c O O CS) O E CCD Q c O O Q Q W Co J O N 'o N O S W= M _ .� a- Z (n U) > C Z Z z S Z Z W W O Lo Lo ti cn O O O O Lo Lo Z CD O M O Z O Lo I— � Cl) CO N I-- O O O O O O CA O O O O Lo ti ti co M I— O ti ti ti ti O 00 M 00 M O Lo M co M O d- N O V O CO O OO O O O O O O O O O O O O O O O O O U') Lo Lo LO UL l Lo Lo 1.0 Lo LC) LO Lo Lo U')Lo U')IX)U')U') L N N N N N N N N N N N N N M M M M M M M M M M M M M M M M M M M V V V c1' 'd' d' d' '�F' d' � V ul V V � Lo Lo Lf') to L.fi to Ln Lo LCA L.o L.Ci L.f) L2') LCi Lo L(") L(") Lo Lo V m O O OCU N VS CA CA N N N N N N to N to CA CA N N N CA CA Ud 'O -D -O -d 'O -O 'a 'd -O -PO 'O -O 'd 'd -E! -2 'd 'd -2 -2 m � co 3 c6 3 m 3 e 3 m 3 m 3 m 3 co 3 m 3 m 3 cum 3 3 m 3 m 33 m m 3 m 3 m 3 'O _0 "d -O -O -O a a -O -O -O -O -O 'O "p 70 "O _0 'p w w w w w w w w w w w w w w w w W W W T T T T T >, �, T T �, T >+ T T T T Y U Y U Y U Y U Y U Y U U Y U Y U U Y U Y U Y U Y U Y U Y U Y U Y U Y U N N N N N N N N N N N (U N N N N (U N N m m m m m m m m m m m m m m m m m m m a O � o � m _ (� .o -Co Y .m C .N Eu CD m O O X N M. U O Q Ca) 6 ZT O C U C a C' d a C 'O N E m E v c O p N O N `m�= m O O c .� U O OLc U O L O E CU iA p — E cco U U c rnm Cn Q� W—mp m E•E } W Z E (u CL c 0)N E T a) E_ '0 N N U N 3 N p 'p -O N W -Ep c m m -o p E p to U o Q E O d > O 0 W U U I-- m c m N L fn J p L= C J d d > m CA O CA O o cG c� O -O 7 CU m -CT U) m N -L CQ O N O N CA N N m 2 m C1 C O m C 'O O N -V N U .0 0 U m U m to Q C O N Cp 01 7 7 fl- - .O O N 7 0- N 0 0 N N N N N N N N N N O U N ES N 2 Cn Cn w� LL n w h- w F— w F— > > 0 c �� Y U> W Cl) N 0 O 0 -cc 0000 d0 o 0 0 0 O O 0 0ooo 0 0 C) 0 NN ? L L -O L O L m mL m m m m m 0 0 0 Q Q Qo00000 J Q -0 L .O L L L L Q Q Q Q m Q Q Q O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O Lf) O C O 0 O C O O O O O O O C O O O CO O O OO LOU.) O M O Ln O C0 O O O O CO O M V' M N moi- -,:t N ti O CO o N to V' 00 Y U Co O O CQ LO LO U mCN rn 0 CD M co a) M c+Mj m co LLU- a J M M J J J J i N LLU V M N LL LL U- LL N C m N Co a) Y M M to a� N n M tp to cn to U! C N Y N co m M Ln In L.C) M m Cm7 M C C C > Y -O J m "� Y a - U LO LO LA N C7 N L1 Cl. C2 C]. .O O` O N Y a) ca C N N M M M O N cn co N N "a 7 i) p '• LC m C M M - M •� cu O U m (Q Ca CB Ci E 'C C O m Vn CU 0 Y U m- U C') U CD 0 0 0 0 O O O Y J J 2i N O m m _m 7 LL 0 U N��� m O O O O 7 7 J LL O '> N U>` '6 V (D CDc CD �inQQ m QQQ CO N O 'D N 7�c- O LO L= V V L C L N N W oO o Z Z Z U) N U5 Lo cnSQ u.. �i U)m cn Cn in U) Cn zzzz Z O O O M Lf) LLA O N 0 0 0 O O O O O O O O O N O d' O N LO O O O In r O O un, O M O Cl) O CM O Cl) O O LC) CO O N a0 Cl) M co N N CO N� � "� m � O � N 00 N M N M" N Ln -- N LLQ O O O O Y_ O LO O V' O LC) 0 0 0 0 0 0 0 0 1` C0 ~} 00 V' 00 �_ T 'T V d' d' ,0 i d' Vim' L a0 LC) Lf) LC) L[) L(') L() LA Uf , C0 CO a•M M ti CO CO N 0 0 0 0 0 0 0 0 CO O LI) L() Li) CO CO CO C0 (0 CO CO (0 CT Ln 11) iF O �' CA d' N d- d" LO V U(l V' U) f ,T U) 'cY Lf) IT Ln It Ln I m ti v v LO L(") LC) 1= 0 0 0 0 0 0 0 0 LO O CA O 6) co CO M M M CI) M M O C O N � UO m N O CU p LL N d U) -2 O -O -v 0- C O y m co U OC C N '2 ca am) U m U y N T N N N T N CD T N N L W W o a) y m > > > > > > > > (D N LL6 O U O N O m m m U)N CO U) CO CO U) C/) C a) m a) ao (D > CU M CoQ L p N wwwwwww N N N N N O O 0 c m m' a`> s C T U m m m m m 0- E W Z C v z c aa) U coa CDUC7000CDU c�a Lia 02,� 2 2 2 2 m 2 m m N �) L) o- U UU UUUUUUU 0- o m 3 o a 0 0 0 0 0 0 0 0 m O 0 Q O O O A N O m U U UUUUUUUU U D M N O 00 a) 0) ca a a> a 0 w c Urn ) U O c `0 3 m> m> m> a>> a>> m> 3a> a) o > > >a> > >m >m >a> > >m >m > >a> >a> 0N >a> 03a> 03m 03m 0 >O N 00ooo � 000000000 000 00 N 0 N 0 O ¢ Q¢¢ ¢¢ Q Q ¢¢ .fl>a> a m Q¢ m Q m m m m m 0 0 0 0 o O O o 0 0 0 0 0 0 0 0 0 0 0 Ln cr>Ooo Lf) 000 000000 000000 00 00 000 000 00 00 CN CD d' 00 0o N N O O N O N O 00 M N CO N U O O OC) O O O o C O O I--' LO N N M O M N N co U tL LL W W tL v o m a a J tL 0` N Q Q y N Q7 N y O y Q1 y O> N to LL LL U J y C C C C C -O Z y ••0--• O C C 3 y C .Q U- J LL J LL J LL j N Q O_ ot$ Cn co (6 CO O y — �cncntncncn CO o cN- Cn oco �.0 y v U m m ch c Om Q m m m `o `o 0 Z Z `o > Q > N N m m 0 0 0 U U H U N Q m m UUU U U �oCNo C:) m m o � CO m m C C C C c LO ' M LO O 0 U M 0) U o m m cu m m co m rn - 0 W QQQ EQCn of C) c m 04 C-4 C � LO V 0 a> c = E U) Q 00 N C C c m Z Z Z Z Z O L O LL- 0000o zzZU Z Z U) U) OzU) U)0 O 00000 �M�OLO LnooO M M M M M 00 OO O O O CO O O CM r O 0 0 0 0 0 'tet 'tet CN 00 N 00 C, M N N O N CO O C M M M O N N ch 00 M O 07 Vim' t N O N N CV CV CV M �- d Ln LO LO CO LO L!> - � NM 07 M- N M M m M M M M a", - � -I- l LO U') U') LO U') Ldf> Uf Ln LV) O O O O O O O O O U cmm 0 U a c c Co w o o� m = •a> cn m a`> C7 N cm um) m p p Z m m m m in U c c U m m E Y c U O L Q Q m I— W W H- O O O 0 E U c m U U U Wcu Z m 03 c tm c U pOcup n n m m 0 F- 0 U) U) m m D a> �a> 0 o c m > m a> U 1 1 1 1 U1 1 1 0 0 ol co N O 0) N CD cd N N Cl) O w a LL ry Q :n L X W C O � O O m O N >0 0 0 0 0 O O 0:2 m O a m m Q m Q Q Z a) Ur �, 30 0 LL. o0 CD 0o o0 00 a C DLL C D rn UU a O O O V LO O > = ca M M CT M � N a C YU J Q Cn C Co m _ O Nm N LL m C7 • O U ca -o > 0 mm a> 3 a> m a> a> 3 0 a> m a> O > > > O > > O > > > > > > O > > O > > > > > > > N � O 0 N 0 N .fl .fl 0 0 0 N .fl N � 0 0 0 0 m Q Q m Q m Q Q Q Q Q m Q m Q Q Q Q Q O 0 0 0 0 0 0 0 0 0 CO O O O O O O O O O Ul) LC) O O O OO r- 0 0 0 0 V LO O LO O M— O Lo O co v> -.4- OC -4 LO 0C) L M Lo N _O N N r N Co cl N 0 o a 0 0 0 of c > a)(u a Q Qa m Oa) J a in C0 r O Q 3 LL o 0ZZa a)m''_ _ = aO Z �m Cc O 0CD `N 0 ° _ (o M LL (U m S N N= Q O N a o a M p d Lo 0 10 U) _ C M 0 0 0 'N Lo I S O Q N L `> W o Cl) Z LO O O� c O Q 00 N CD F- 0 0 0 0 6 6 0 coo y E �a-ZZZZZ a> a Y a) co Y W m a`> a o c c r= c c o U d 0 N O p N cu c" ,O .2 O O O N �jCf)S . Z CU o m Na - O .U CD -0 o m O r U [L J a au.. V-' LL LL LL N O LC) O O O o 0 0 o O M o 0 0 0 0 0 O U.) (O Lo Lo M M M LO Lo LC) LC) LO LO LC) LC) Ln CO LO N Ui LC) N N N Lo L() C7) M CO CO M M M (O '•M d' - d' It IT d- 14, 0 0 0 0 0 0 0 ti r-rl- r-- I• I` I- r.- N C::) O O O O N CO N CO (O Co CO CO (o CO M M M M M CA CT CT O O CO CO CO CO O (O CD V cd, 'd' .a. V V' V' V d- -t1' Co M M Co M M LC) Lo LC) LC) LO LC) LC)LO LC) LC) LC) CO CO CO CO co CO m O O O m O CT O O CT CT CO 00 00 00 co co Y E O D N N N m (a O(U N N N N C C N N N Y Y Y Y Y Y 000000 (D rnL 0)= �UUUUUU (6 CO m m Q Q Q m N (O_O N w Ln h E . EN a) m N U U 0 J J U U U m m 0 J J J J J J R O m O O E2 N a 'O ca -o a N N L) Z a) �, 30 0 LL. J a C DLL UU a C6 J _ > = ca � O a C J Q Cn a> N m _ O Nm N LL C7 • O cu -a ca -o > m a a) a> a cu N N NN (=6 - O O `> J m J J O _Q O N Co Q L.L Cr; LL Q CO Q ` Q N a U ca > N O O U L M W w p J C7 NCo N � Cn Z o N U a U)m C:) V C 'OO _ (D Ln Co m -2 -o a) CT O N N LL co Cn T E.�a c N N a OLC) � Z Cn m co U CMS) _0.1 U) -1 J LO N CMO (D O Cl) V H O L C` LC) N O N CO 00 N N I - co CD co V LO CO CO In > a)(u a Q Qa m Oa) J a in C0 r O Q 3 LL o 0ZZa a)m''_ _ = aO Z �m Cc O 0CD `N 0 ° _ (o M LL (U m S N N= Q O N a o a M p d Lo 0 10 U) _ C M 0 0 0 'N Lo I S O Q N L `> W o Cl) Z LO O O� c O Q 00 N CD F- 0 0 0 0 6 6 0 coo y E �a-ZZZZZ a> a Y a) co Y W m a`> a o c c r= c c o U d 0 N O p N cu c" ,O .2 O O O N �jCf)S . Z CU o m Na - O .U CD -0 o m O r U [L J a au.. V-' LL LL LL N O LC) O O O o 0 0 o O M o 0 0 0 0 0 O U.) (O Lo Lo M M M LO Lo LC) LC) LO LO LC) LC) Ln CO LO N Ui LC) N N N Lo L() C7) M CO CO M M M (O '•M d' - d' It IT d- 14, 0 0 0 0 0 0 0 ti r-rl- r-- I• I` I- r.- N C::) O O O O N CO N CO (O Co CO CO (o CO M M M M M CA CT CT O O CO CO CO CO O (O CD V cd, 'd' .a. V V' V' V d- -t1' Co M M Co M M LC) Lo LC) LC) LO LC) LC)LO LC) LC) LC) CO CO CO CO co CO m O O O m O CT O O CT CT CO 00 00 00 co co Y E O D N N N m (a O(U N N N N C C N N N Y Y Y Y Y Y 000000 (D rnL 0)= �UUUUUU (6 CO m m Q Q Q m N (O_O N w Ln h E . EN a) m N U U 0 J J U U U m m 0 J J J J J J R O O O E2 N a 'O a N N L) Z a) �, 30 LL. J a C O -� O UU a C6 J = ca � O a C Cn a> N m _ LL C7 • O > a)(u a Q Qa m Oa) J a in C0 r O Q 3 LL o 0ZZa a)m''_ _ = aO Z �m Cc O 0CD `N 0 ° _ (o M LL (U m S N N= Q O N a o a M p d Lo 0 10 U) _ C M 0 0 0 'N Lo I S O Q N L `> W o Cl) Z LO O O� c O Q 00 N CD F- 0 0 0 0 6 6 0 coo y E �a-ZZZZZ a> a Y a) co Y W m a`> a o c c r= c c o U d 0 N O p N cu c" ,O .2 O O O N �jCf)S . Z CU o m Na - O .U CD -0 o m O r U [L J a au.. V-' LL LL LL N O LC) O O O o 0 0 o O M o 0 0 0 0 0 O U.) (O Lo Lo M M M LO Lo LC) LC) LO LO LC) LC) Ln CO LO N Ui LC) N N N Lo L() C7) M CO CO M M M (O '•M d' - d' It IT d- 14, 0 0 0 0 0 0 0 ti r-rl- r-- I• I` I- r.- N C::) O O O O N CO N CO (O Co CO CO (o CO M M M M M CA CT CT O O CO CO CO CO O (O CD V cd, 'd' .a. V V' V' V d- -t1' Co M M Co M M LC) Lo LC) LC) LO LC) LC)LO LC) LC) LC) CO CO CO CO co CO m O O O m O CT O O CT CT CO 00 00 00 co co Y E O D N N N m (a O(U N N N N C C N N N Y Y Y Y Y Y 000000 (D rnL 0)= �UUUUUU (6 CO m m Q Q Q m N (O_O N w Ln h E . EN a) m N U U 0 J J U U U m m 0 J J J J J J R CD O m a U W Z a) U m m a m UU a ami a> m = ca m C a C J a> N m _ LL C7 S > a)(u a Q Qa m Oa) J a in C0 r O Q 3 LL o 0ZZa a)m''_ _ = aO Z �m Cc O 0CD `N 0 ° _ (o M LL (U m S N N= Q O N a o a M p d Lo 0 10 U) _ C M 0 0 0 'N Lo I S O Q N L `> W o Cl) Z LO O O� c O Q 00 N CD F- 0 0 0 0 6 6 0 coo y E �a-ZZZZZ a> a Y a) co Y W m a`> a o c c r= c c o U d 0 N O p N cu c" ,O .2 O O O N �jCf)S . Z CU o m Na - O .U CD -0 o m O r U [L J a au.. V-' LL LL LL N O LC) O O O o 0 0 o O M o 0 0 0 0 0 O U.) (O Lo Lo M M M LO Lo LC) LC) LO LO LC) LC) Ln CO LO N Ui LC) N N N Lo L() C7) M CO CO M M M (O '•M d' - d' It IT d- 14, 0 0 0 0 0 0 0 ti r-rl- r-- I• I` I- r.- N C::) O O O O N CO N CO (O Co CO CO (o CO M M M M M CA CT CT O O CO CO CO CO O (O CD V cd, 'd' .a. V V' V' V d- -t1' Co M M Co M M LC) Lo LC) LC) LO LC) LC)LO LC) LC) LC) CO CO CO CO co CO m O O O m O CT O O CT CT CO 00 00 00 co co Y E O D N N N m (a O(U N N N N C C N N N Y Y Y Y Y Y 000000 (D rnL 0)= �UUUUUU (6 CO m m Q Q Q m N (O_O N w Ln h E . EN a) m N U U 0 J J U U U m m 0 J J J J J J R 0 - LL Q W a) C m W C: m U) L) O O 0 0 $ 3 m a) a) () 3 a) a) (1)w a) a) a) 0 a) •R > O > > > > > O > > > O > > > > > > O O O O O5 -0 O O O O O O O O J .L mC.9 Q Q Q Q m Q Q Q Q O OO SS Q Q Q Q mQ,,Qm Q O O O O O O O O O O O o 0 0 o O O O O o O O o Ln 0 Ln o O O O O Ln O M O O o O 0 Lf) 0 L() 0 O 0 O 0 O 0 N o O O (= O O o O 0 O Ln r- N r Ln N Lc) O N X `- X X O O O N N N � 0 0 0 I- ca (o `- M F- H U) F -- co w Q rn M co co J LL Z' N Y J Q Q a) ca CD O N a) j O VO ca N 'O •O a "O 7 a) a) a) Q Q Y Y > O Q Q ~~ -O O O in > > iq L -14 -1.4 <n Q -V N N ..co Q cn Cn Q N O O O O � N M Lc) Ln 4 N O CO O CV M (.0 O N (0 .a E .o E _O E E .�- O O -co= a� Zi N W Lc W W v as Zi d d d d LL Z @Z Z ZZZ 0�Ez z: � Z Z Z Zoo 5= Z Z 0000 M CO m O M O M C N O O m O O O cfn O cM O M O N d• Ln O d) O O O O O O Ln Ln O O O -�+ O t V M O m coO m M O 00 cM M !+2 M 00 N 0- L.L U co L-) (OO co a) 00 Co to co Co to c0 co m a0 m m Ln co co O CO O V- C Ln co co co 00 N N N N N N N O OO co O� � Ln O 1� O M co M co co OO co co V' �' V• OO 00 L N N t� ti ti 00 Oo OO O O O O �• O 00 O cV d LO O co co co (V N CV N ... O1 d' 4 OD co 6 co M m V V V• N ti ti - O Ln In I� O) 6) 6) 6) O O O O) O O) co � � to � 00 6) V 'l- d' d' d' d' d• d' d' Ln Ln Ln V m Ln Ln In CA Ft, LO d) LO a) LO O an O) Lf) m U) O Ln O Un O Ln O Ln O Ln m O co O M O M Ln O O O M O M U = a) E E E ` ` ` ` 0 m m m m m a) o CD O m N N Ln Ln Ln a) a) a) a) Ua a)LLL m —Cu m�==t 0 0 N c i U) U) m m m ?� ?� ?� cu U — — — — (D CD E co cn u) (n a`) a`> a) a) a) m coma cco-oo-0-0-00 > m m m m� UU -c-- 001001 waD coo wCo � o «- 0 >, 0 0 0 0 _ CD ui U LUm Z a)O c c c o U) 0 0 J O a) > a) m a) a) U a n U U N — V) 7 N 7 U) 7 E Cu mrnrn c`o m m J J J J J 2 Z M N O co a- C 0 O ?� d 3 N N> N N> o m o —a0i o c� o m Q m Q Q Q Q Q 3 3 3 3 3 3 3> 3>>>>>>>> J Q o 0 CU o CU O N O N o W 0 0 --0-0000-0000 (U 0 (U 0 N M-0 M 0 W M-0-0 -0 Q m m m m m Q m m -0 Q m -0 Q Q Q Q m Q Q Q O O O O O O O O O O O O OO O O O O O O O LO O O O O O O O O O (= O O O O O O O N O O OS Lt) U') O LO O O O Ln O O O 0 O 0 O CV '- O O O O Lf) CO CO CV T N N M N N CV N N — c- X O O X X X C Ca M O O O O O O O O O Cl) CN CN C6_0 C6 r CV O O C6 O C6 N U `- (D Ln oa M M O COO COD COD � J LL O M co co M M co co 0 'n N .0 @ @ en c C C C M 0 L co Y 0 N CD N CD "@6 N CD N N L Co m m C 0 (U cu @ (U T @ U) N 'a M M@ M 72@@@ � -p a @ N E @ a) Y N J (u @ J Q C.7 (7 C7 m(u m CV Fa - U ALO.. � Y ca N N Q J J J M E m 0 (6 O a -O Z J 0) Z Z Z 0 0 0 E a (U m C C N @ C) H H H 2 Q Q Q > a Q cn o 7 O CE U m o O O 0 U) CON U) H 2 2 M — m L U o U 0 0 0 U O@ .� (6 @ m o:° 2 M M LO M M (7D H CO 1-- M h C70 T -«T. _ C O ""' (fl y N (n (n N o �' 2 U) U 0 M C (, N Cf)C/)U) ` U)W W W = o_ E Ln O w N Q E O_ OL n Z Z Z Z Z 0 0 0 U) OL U) ( 7 U) Z O M M N c6 U) N 7 O U) 7 7 N Ln LC) LLi D_ CD N m *k M M> d O d d O O L() NM O M M M O CO Lf) V I� M O O M O M O CV @ C N M N 0?d- M N N - - LO CD M I— 'd- LL I.L_ W d d ol M M M M M M M M N O C) M � r a' t1'' t 'ct V r-- LO M M CO CO CD CO CO co co 'Tr-- O O d N N ti 1 I` I-.- I - C`7 L.C) CSO CD r-- `00 co t co V' V- co I` ���` I` ti I` I "—CV ti co ,d- V ti' M N M M I` N I- N M M CD 00 C? o? CD 00 tlO 00 CO N LC) N N Ln LO Ln 00 co 00 00 co O O O` ti I— I— ti ti CO CO CO CD CD CO CD CO M M co CO CO co CD (D LC) Ln Ln LO LC) LC) LC) LC) O @ o 0N C @ IV c C6 O CD O U D C N Eani J U O .co � -� L E CO o O cm �) a) Qp c Z In (u ,c 0 @ C o 0¢ an 'C N •O ca J N '— E N .E CO N CU — E O o _ O U N U)cn O O @ 2." C C > = O (EC <) W Z U - F -- U cu @ U U m N m ca E m m E E Z Z d m d M N O N_ (D O) CO 0- N M O W CL LL No Q .D X W c U)m U O 0 M N O M (D 0) m a_ � 0 •� o o m C-3 > °� = o > > > > > 3 3 3 > > 3 > 3 3 > > 3 > > J m C� O O O O 0-2-2 O O 0-2 O O O O 0-2 O O _ Q Q -0 Q Q Q N m N M 0-0.0 M Q Q 0-0 M Q N M OM M Q -0 Q 0 M Q Q O O O O O O O O O O O O O O O O O O O O O Co O O O O O O 0 O 0 LI) 1:3• Ln 1- LO V LO O LA O Co O O O O O LO O CO O Ln O O O co O L() O L() O (= O O O O 0 Lf) 0 O 0 Ln 0 Ln 0 LO 0 Ln 0 N 0 L!) O O CO N M N co Y C U CO H CL O U CD CD d 0 O > rn CD Q � a -0Q a Q Q_ O CS O ci� a)O n Cn -0 U U O CL UcD Ln C (O OH U U U UU Ln O O O '6E LL) N co O In 75� E T -a OOOO r� C LnNLO NJ ca ca C CoJ O Cn Cn C O O CoY (SO J to .5 LO U)LUM UYC M O)nN Ln _nY O tiO O cn p M __p Cn CD C U O U = CD N to Ln N Cfl M 0 O 0 J N d' CV M moi- M m O �-• O CU rn O Q N O O c co,O N ; ti N LO Ln Co = t-+ Q CSS m O Ln C C C C c N cO O C C C C C Lf) O M M .0 U C s N CD N U O O 'm O 15 O '� O ' C 0 c 0 c 0 O 0 0 0 a) rn O p) c o c o cn s .o o m C N d co inin<n6ncn -°-°cncncncn c o 0) o'LL o�j mea �� � `�)UN C6 c Eo 0 oN > aaaaa cntncn aaaa: _ c a>Lc)aa __ a) >>> d a=== E E E d d d d u) LO _ c a) .o 75-P m o 0 m 3 iv 3 _-L c � is m m co m > V CD CO d d d O N M co C E E� w c c E 1` CO N M •O O N .cn O .a 7 00000Q¢ci�¢Q¢¢aHdRoo Uc65655 a_ 0- am co co N N �# C N O N O CD 1= v co 00 M O CD ch LC) Ut Lf) LCA O O) U O C O C to N CL V rn_ O O E2 a) I— C6 J (D CDtm O Y_ C O (6 Q 1 cG O O 0) 3 E `� U W N Z > Y y vi C m c d a E E ` E is Q- 0) a_ a) d M N O M (D 0) m a_ N N M O W a L- Q L X W P9 0 o_ 0 ar c W C: rn U) U O 0 M N O ,t N 0) cu CL N N (D N N N N N N N N N O -a O O O O O O O O O O O O O _ W o= Q Q Q Q Q Q Q Q Q Q Q Q O O N N N N N N @ d @ N N @ J 0 0 0 0 0 0 0 0 0N 0 0 0 0 0d Q L L L L L L L L L L L L L C) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o rn o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 000000r--oo0o 0 O 0 O 0 0 0 N 0 N o O Ln U.) o LO o O C N C 'ch Ln M LO o O 0 O CL N Cl- N Cl �t CL C O C N YV O p @ LO �- @ f0 U o 0 0 0 M N CD > a Y 0 @ O @ @ O @ c O N c p LO N ti O CL O m N -O v -o N m M M O O L O Q > > > V d' d' cn J M M M M O O L.., C CO 7 a) N a) N M M M LL M M M M N N N N Z (pp W L L p COV N O O O co M cn CM CO O LL LL M Cl) M Cl) M M M N N N ti > m m m M > �• O O O Q to to to O J J J J m c C --� J M J J J J Z � d ?� U N N N (D LL LL LL O O L L LL J LL LL LL LL O Q E @ Z Z O F c c c �j c c C C C, c O o LL c c c fl.. CL �@ d _ O � d d LL U p .O 0 0 .O p o 0 0 0 0 N d p O o O o O o 41 m t` Ln @ a co ig p C 6 6 6 p p � N o m o m o c c @ c @ c @ m co7 a c @ c @ c @ c @ c La c @ 7 7 � N �>., O) �2 O Ll d d d m m CD N .@M U ca d>>>> @ @ @ I--' Co W N LL M O r� O) Op O M O c O N>>> d d>> E E E O it 4 4t 4tU L L L UO O O O N Np p O p p p CM Offt LL 'p LL 'O LL -` @Y Y C C 07 O) O) Z Oto ON) Oin Z Z � � CU Co o , I w 6) C) c oo Z Z Z ZO ;E 0 0 0> m o 0 0 0 0 0 0 0 o0000000Ln0000 2 2 = LY 2 2 LL LL LL LL LL LL LL ti� ti� co<D u� u) O O O O 0 O O O O O O O O O O O O C fV N N N N N N N N N N N ch O O O O O O O O O O O O O to L 6) O) O7 O) O) O) O) O) O) O O M N c0 co w c0 m w m m w m m m r-- L!') lL) `C7; 6� V' V U') LO LO U7 LO U') LO LC) LO U') U') Lf') U'3O m m O) m O) O) m m O m O U _ .@. 0 (On CD �! Q. h N U) N N U) N Cl) O (n U) U) N N N N N N N N N N @ N CL E E E E E E E E E E E E fn O O O O O O O O O O O O C7 0 CD 0 C7 C7 0 C7 C7 C9 C7 (D (6 @ @ @ @ @ @ @ @ @ @ @ @ L N - E o W cc Z U c 0 c @ CL M N O ,t N 0) cu CL R. 1 W W_ rl Cl) Ln 00 O rn 00 O to m co V co LL 00 00 9 O 0 O LL I` N M U nca 0 c w c rn in U O O C c � 3 c r) r� co N N M co M co M J O O .a Q m >> > > > > M O O J Q Uca O Ln co J J J J CDco N O m Q Q Q Q Q Q LL m m LL- LL N 0 C ca LL. ZZZZZ O O 0 M O O LOn Z O O O O O _ Ln O to Lf') O CO O O N C7 o r- V' (i Ln � QQQQQ h 0 c 0 Q Q a O ~ F - 0 _ � N o F— m Z Z 4k mM r) r� co N M co M co M J O O .a Q co M co M M M M M M M comm co Uca O Ln co J J J J J N O m y O O.-- N 4) - J LL. LL LL. LL- LL N C ca LL. ZZZZZ O O O N Z O O O O O _ c E C7 o > Q (i QQQQQ h 0 c 0 Q Q ~ F - 0 _ � o Z Z Z Q Q Q O M cl O N N N O or 0 LLI W LLI O F- Cf) W W M Ln Ln Ln ,I- 022E-42 M Q a) ZF- F- (f)w F-- 'o N O O co CO co Z Lu Z Q Z Z Z Z Z O m V ti C) V� oC+M1 - N 4k O 0 0 0 0 0 0-200 ¢�aam ¢m¢¢ O O O O O O O O O O O 0 0 0 0 0 0 0 0 0 0 LO O O O O O O OCL O O N Ln O N O O M In O Ln M M■M ■■ ■■ ■■■■1 m Y Co O U m �j N Y_ O Ll Co cu M C] 7 C (6 C6 a p O a) N N V co N Q1 Q1 co co co N 6 "->' O r-- cu Q1 c��� c6 .c ��0� CL OLZZZ� flU) n U) U) 0 0 0 0 U_ Zco = C� Lon Lon Ln Ln LnvLon�000 Lon MV M� Vv' V' oo luoi Ci ao COI I ICOINI�I�CD IMIV' �I I I�IuI�I�I^I� "I I I"I'I"'I'I'I N co co m C C CD C O c Y Y 0 c cu in Q Q Y ' Y N O > E E c_06 > —co O LL 2 Cn 2 2 O Cn O Z" U ai U) M N O co 0- mM r) r� co m O e _ OO J O O .a Q L co comm co Uca O Ln O Ln O N O m y O O.-- N 4) M O •-- Ln L O 0 0 0 0 0 0-200 ¢�aam ¢m¢¢ O O O O O O O O O O O 0 0 0 0 0 0 0 0 0 0 LO O O O O O O OCL O O N Ln O N O O M In O Ln M M■M ■■ ■■ ■■■■1 m Y Co O U m �j N Y_ O Ll Co cu M C] 7 C (6 C6 a p O a) N N V co N Q1 Q1 co co co N 6 "->' O r-- cu Q1 c��� c6 .c ��0� CL OLZZZ� flU) n U) U) 0 0 0 0 U_ Zco = C� Lon Lon Ln Ln LnvLon�000 Lon MV M� Vv' V' oo luoi Ci ao COI I ICOINI�I�CD IMIV' �I I I�IuI�I�I^I� "I I I"I'I"'I'I'I N co co m C C CD C O c Y Y 0 c cu in Q Q Y ' Y N O > E E c_06 > —co O LL 2 Cn 2 2 O Cn O Z" U ai U) M N O co 0- mM r) r� co m LL LL J N L N m U c co Uca N m <6 Of y N 4) N L N N 3 O O O _ c E C7 o > Q h 0 c g 0 _ � o O M cl O N N N O O I` M Ln Ln Ln ,I- M v M O 0 0 0 0 0 0-200 ¢�aam ¢m¢¢ O O O O O O O O O O O 0 0 0 0 0 0 0 0 0 0 LO O O O O O O OCL O O N Ln O N O O M In O Ln M M■M ■■ ■■ ■■■■1 m Y Co O U m �j N Y_ O Ll Co cu M C] 7 C (6 C6 a p O a) N N V co N Q1 Q1 co co co N 6 "->' O r-- cu Q1 c��� c6 .c ��0� CL OLZZZ� flU) n U) U) 0 0 0 0 U_ Zco = C� Lon Lon Ln Ln LnvLon�000 Lon MV M� Vv' V' oo luoi Ci ao COI I ICOINI�I�CD IMIV' �I I I�IuI�I�I^I� "I I I"I'I"'I'I'I N co co m C C CD C O c Y Y 0 c cu in Q Q Y ' Y N O > E E c_06 > —co O LL 2 Cn 2 2 O Cn O Z" U ai U) M N O co 0- CO O O To N 3 J 7 O O O O O OO O O OO O O O O O O OO O O O OOO O L L N L M .a .fl L L .n .n .n .fl .Q L .n L N .fl -0-0 -0-0 .a M M L Q Q m Q Q Q Q Q Q Q Q Q Q Q Q Q Q m Q Q Q Q Q Q Q Q Q 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o O o o O o o 0 0 0 O O O O 0 0 0 o O o 0 0 Cl 0 (= 0 0 0 0 0 0 V) O M CV — N N CV N 00 N N Y U @ cc cu ca cu co V O O O O O CD 0 0 0 0 0 0 0 0 0 0 0 O 0C N N oC 0 0 0 - 0 N 0 N r- M � V' d' �- N N co O O O L m @ Cl)3 u 0- CJS coCD 4t> @ O m O @ O CO O O pOp Q 2 D Q Cf) 2 2 O L 0 7 0 N O Q 0 0 > > 0 C/i CO 'O v) E Z Z -p > m Q m p > Q U O U O. r' Q E V- m n N 0> O 000 @ (� O O COO �� N 7 O O M� N O a) _U 'p LL llO p F- X X @ U Z 00 C y Q N 00 d 'O o a) 65 Lo N @ a) a) @ E co a) n a @ E O N 0- 0- N O CA 0 Z LU U Eo w E E j @ c O E E O m O O m c) O iv M U O O o V LC) 00 @, .�@. .�@. U N N [L ft otS N co Zz UUcncor•�—v �LOOcncncnrz� a i— _ �N cn C:) aQo�M� S1, r, �o o =° � y � Q ov @tia' @ o o @ cncnocncncncncn CL cL u.. LL L. LL U m CL ct LL m m M r ti V' N C 00 M M N ti N_ CO a0 N Cl) cn M N N .O C a- N N N N I-- M I- M r �' M M d' CA O LC) LO CA V' V V lO O Ln O LO O LC) d7 m LO d) (O 11i O lf) GO L!i CO LC7 C m C a) C U ON o N c n- @ N a @ U@ @ c�a L) c c d m y E @ U O a) o @ 2a> O c co N J @ O C C O co U) co U) Y> c ani c cu c Z Q) m CaL N O_ N n @ p, QJ co Y w m U) I� c o - E rn c @ o c LL z _ U � U 12 0 co N ocu E M N 0 co co d C O O OQ O J .L Q m C9 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O L Q L Q L Q L Q L Q L Q N in L Q L Q L Q L Q L Q L Q L Q L Q Q Q [O L Q ..O Q m Q m Q N m O O O O O O O O O O O O O Ln O O O In O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O O O LfJ LS") Lfl 0 0- 0 O O N V O Oct O O- O N N N N Cl) N N X CO O C\1 Y V @ U rn o 0 O 0 o 0 0 0 0 0 0 0 0 O O O N O O N N N Ln N V' 6 > m m m Q _0 caO 'a > m@@ N Cc C Co a N m M @ N 2 E-0� 0 d 0> m C,3 C O O N > ca LL @ V N Q m C m Or In CD O N tq L O _ D Q U O N O .O >, _ d O m OO LLLL 'C d d O V N LL Q C a O O O 7 O N C) O LO 5, O O @ O O 0... Z Cn d (d U Y @ 6� ������ O u' O O L L ov �waa� n- = CL C Z OLU Ln z�cn o �w�=a= a (D v� rev on c c c ao`� a0i a0iU�d W a2 E W �� Ltiwgti ow � 0 0 0 0 0 0 aXi ami E�N�UC7OZ���U 0 c �C� ti O o�DD� N>> >, CD W CD W LL W w o� ,o m o *-Z5jiW m U Cncncncncncn U LjWU1� LU W N 65 CO E E E E E E N d d d d d J N C a}a LO CLQ-aa wa) E0 WLO N N V t O co O O N N N co L N N d N N d N N O O OO 00 QO M co Ln CD LO LDd O U @ -O o c UCL f2 N c c � m co `Oo c E N N L ~ 0 C7 W Y 0 (D Ec U W ca Z v _ O [O E U m � o CD CD m i M N O m r a) 0) co d C O O O 3 a) () a) a) O O -Cm O mm O OCD O OO O O O > OO >a) m z -as 7FD m m m m m m m m O O O O O O O O O O O O O O O C O O O O O O O O O O O O O Ln O Lc O O O I� C.0 O N O CO O O N CO N N O O O (a CL N r N N O 1--' N U m c 0 -Foa - ca �_ C d U O 0 O O Y m M Om M O =30 Oi M j C6 J 0 -0't E J co J 0 J U LL N m LL O� N d 0 Lh LL a> = m ai d a o v cu U m m N V a) Q > C 'p 00 O O U N Q N O �� M N a --00 c O Q S _ _ ca0L J Q E 0 7 U cn N Q LLJ U J Z � C ca LL �' 0 Q LL / D CD to 0 CO O e N � N 0 O 11 Z u a_M N M Z C M UO M C\l m=La to *k *k _ UL) U o Ud Q>ZNOC 0U m n- ; C> C M _ O O O U U LO Ln Ca M T U ) U0 OL U U O U W O ch C '� M a C �_P L27 �_(a U) N N O Lfl _ E a0 O M caCa .,... M U ..0 0 0' 0 E O M R cnN CV d ` O U Ln> f6 N 11 M N 0 M 07 M > M O- m M O 0 M>- 7 a)UN .� (a U 7 Cb M LL co LL d LL M Q M U M M I— d LL m d M 00 O O O V Ln N_ C14 NIn Lo N a) l= X O C M GO C` O M CV CLQ N O O N N O L N t0 V• V' CO CO V' 00 M M C> O CO � f� Nt � �' M M 04 — O CIO O M M L27 00 d 00 I r Cp lh LO Ln O � Liz '• OO M M O N f� m Gfl t0 bO m M U�lm M m M U-jm M M m Ln co M a0 m M m M CD CO 1� m M co m co V- V' N M d• d• V' V' V' V' V' V' � L() L[) L(7 LC) L() lf) Lf) Lf) U'V- lfl LO ul CO CO CO L(') O O CT CA O) CA O O CA CA O O Lf) LL7 (U6 C 0 C C UCD a- x 0 0 ami N Z (D c cu C c ca cu m _ Q m m La ma m � m m 2 o 0 in cn in cn cn cn c cn co cn J O W � c J W In m m 0 0 O ~ U C ca LL W Z U Um aa) 04 N W 0 .0 C Ch U E W COcn Lit (a U mcu —5 co Om U 0 tZ m m Co mcn>o M N O m r a) 0) co d a) 0 a) W c m fn U U O 0 CO N O r N CO a o a> o 0 0 0 0 0 0 0 0 0 0 0 m 0 c 0 m o m m a) � 3 3 3 3 3 3 >0 3 W a> 3 n o m� m m m Q m 0 0 0 0 0 0 0 0 0 0 0 m m 0 O Q J Q N N N N N N L L L L N N L d) m m m m m m Q Q Q Q m m Q m O O O O O O O O O O O O O O O O O O O O Co O O O O O O O O O O O O O 0 0 0 0 C C 0 0 0 0 0 0 O O O L1') Y .0 Co O O O O CO O Lo O N N r- r- N V' O V' N aO N C cc N N N N N N ~ ll-� U N co CD M M m M CO M y M IJL M J C d r -- J LL U U Q. M y M M N Rcm D YE Y O m QU L, M N m LL a) 0 N as J U N as a. -O -O Y t4 n > d O C fl @ O >i N m 'O aJ CO O U N � U O M J 72 c (� O 0 Q. n. > m O O 'O L N 0 N Y CO J N N CD CD ?> Q 00 Q) O E m U U O D Cn N 0_ C6 .J � -. .. fl .� _ a) (Q Co 0 O LL U- >+ U -O C6 O C > O > V N` O N O N N Q m O co 'C Q � U) Q Q L L �0 LO U N O O C 0 V O C= '` C N a°OD M co 'd' dN' d' .LM N cm -V L 7 O W (B Cn M V1 N Cn 0 Z Z O U) U Z Z Z Z Z W W W Lo CO Cn Cn O O CV O O_ Lo Lo O O O_ M W U N I"lu, O N O O O O N N O O O O O O N a0 O O N O to M M N O M O M co N aO M O N O M LLQ I— O N CO �--- m cM M M N N CO N C 4 m a. U- 00 N O Y 3 O ti ti:;: N O H' O Lo O O P- 'ch COO VO' 00 14- 00 to O O co LO U'3 to CO O N N N O Lo CO U a V N to a0 N N a0 M Ul)j LOC') V) to (00 m 67 OM M O lCol Iml C U LD C O O � C T C O U a) n" o cn CC) C o c a`ni O N a) L O I U O N M a) (E a) N mcx N > m Y` m R 85 m >> m in I- 0 U) J CO I Of U) Cn -3 [q C N E O U U U U U L O w O > O ._ C C C C C Cn O Q. U mas as as ..-. CU .�. U E W Z ami ami ami N a2i Y U c 'cv c .v c -Lv c -c6 c 'Co � y co uS N = c c c c U U U a m m 0 E a) E a) D 2 m as as as (aOU as (a - L t1 L 0- L M1 L 0_ L O_ 0 O Ra) > O> a) a) 0> a) a) 0> N a) 0> a) N 0 m O U O U O 00 O O U CO N O r N CO a 0 0 3 c a) 3 3 3 3 3 3 3 3 a) a) CD 3 3 3 m a) a) o o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o m 6 a m m m m m m Q Q Q m m m Q Q Q 0 0 0 0 0 0 0 0 0 0 0 0 D o 0) O O o 0 0 0 0 0 0 0 0 0 0 0 0 0 ,L 'V 0 0 0 0 0 0 0 p p 0 0 0 0 0 O U Lu Ln O M O N � O N N M N N O X Cp O O N ~ N M p V X X O co Cl) O LL. 0 N O Q O LL Nom_, m 'O 0 Cl) c') Cl) a)72 CU LL. Cl) J0) Cl 'O 0 fn L J LL. LL CKS =3 cc J m 0 d U LJ- N _ N O (n co U > n m ti 2 Cn �c a) 0 Q m > cn U N d cum ¢ co a) = _ 2 0 Op co W ~ to 0 CMf) m N Q) _ m Q .� -O O >_ m LL -a C Q U w m to Z a) _ _ O c ca ¢ �' rn2 U N t 0 m a)Of U � � 0- YMit O = �O d' p N O N� N y d O 0 p zU Cn OZ �o mN a) m �� Z 2 cna O �z LC) O p _0 _0 O LO O M O co O N O M N O CV _O 0 Z M 7 7 m m O ap M, D7 Ito O co N O C9 O O CO V• V N C9 N U M J J LO N 2 d M CLf) O co �h m a0 m �• V co O LO O co a0 t M N a0 M �h ti V' N (9 LC) OD M O 00 O CO G O to Lf) LCA CO N U') O Uf l I— d N c- M 11i N NC.fl �CMONLI) CO 'ITr— O 00 N N ti ff ti f` NLO r N O N N 'T Lf) Lf) N co N M M 17 1 ILO, a0 co c9 'c1' 'ct V O OC9 LO L() Ln LL7 O LOLn OO m m (O L.f) CO LL7 LL) O LCj D7 U') CA L() O Lf) O LOLn O l0CA O 0 h CD m 7 p coo f0 N C9 O p m LL- N m m O Ocr O 0 -O O c N Y a) U a N O 0 N CD O CD y O '00 UcnU 0 CD d 0 CU �� — U) z � m LD N co J co .� is is 3 U C E -le E _0 '� a) a) m Q.. = c m 0 s m 0 m o cG Y to 0 m � m � m rG O (7 Cn -O') W _ pp O CD o o _ U 3o U Ec o F- o s cuw U o mW co a) — m N ai mU coC (, Juaa))m 3 m-0 2 a) m m ~ o 0 -a U) m a) m � m m o a c -0 m CD _0 E2 c > J ami m �_ — U co coa) O U- C7 2 2 2 J M N O O N N O ca a co N O N N Cm (a 0 0 3 c 3 3 3CD0)) N N N C) CD pa CD N m O m m0 mN mN o o o �o o O Q O O O oO O O o0C Ja QQ QmQQ m � mmQ mmmQ Q O O O O O O O O O O O O O O O O O O O O Ln O O O O O O O O O O O O O O O O O O O I� O O O O O O O O O O O O O Ln 0 0 0 0 O O O LO N O N O O O p O CD CO 0 0 0 co co r X r p N r co N X p U N p O LOrn _0 rn -> a) - c > m O O Y N c a U) N c6 CO cu CD a) N cu L N -75 O '5 Cn p NU- Q L.L 'O LO p Ccc 2 C 7 C (�6 (6 Ci d' O N O 0 (� ca z E N m t U O co �' �' �' Cn ~ cu Q -OO Q c O O O O C 5 U)p 0 co m a' ca Ln N C6 O ..❑ ..O N m — U U c CO O a- > Ln N N N E E E � - Q Cn CU E 1 M w 0 W U � Ll d d d W p 0 0 L 0 Co C6 N O Z Z 0 Z m Z Z M U O Cn U Z cn ?� m (n O O .E O O O O O O O O iLU LO �- N M S CO N c U = N M N (A (A (A ()) ()) Ln O cn Cn c0 � C6 c 6) I� O M M M M M 00 N CD LL CL CL M M O f� O M N N Co CO CO O O M O O d' N N O 0 O to 00 M N m CO LO Ln Io m M-� ti N N L LL O) N M 00 00 M �' co M d' O � co CA CT N M m Ln � CO — O ti 00 O C� CO CV m 00 Cb LO 00 d• f-- M 1— d' ti' 00 m d' I� N CO 'd' � O V' N M N M Cl) 1� Q) O) M Cl) Ln Ln 00 O) (O N CO N � Ln c►• V�' V' LO LO d' CT Ln LO Nt Lt) LO LO O O V) O O CO CO CO CO CO CO LO CA CA CT M M CT O M co Ln LO Ln Ln In Ln CA O m C 0 E c c �6 N w p OO °) CD N m � O co a`� E o c a) ID a) E t E a) F- c j E c N 0 CU N Q. —) c (U Y_ @O N O a) m (U __ O O CE c f6 U cD elf � -� o m m J Q N O O 0 U O O N O Cn O A V o cu c cv U _ c W Z 0 0 0 0 U o V aNi c U CL O Z s O vi U U U m CD S a) U cu m m `m s m m m E cn �_ a E E E E J � _o Z Z Z d d 76 M d co N O N N Cm (a c U) U O 0 M N O N N N O) ca a 3. j j j m m 0 > `o cEn c o a) o m in CD 0 0 0 0 0 0 0 0 0 0 0 0 0 0 J¢ m m¢¢ .n m m Q¢¢ a m m m O O o o O o 0 0 0 O O o 0 0 0 0 0 0 0 0 0 0 0 o O O o 0 0 0 0 0 0 0 0 0 0 0 O O o o 000Lo 0 ool.- oLooLn o0 C .0 �2 �2 N O LO N U') CV <- CV CV CV O r N H c x N U co Y c @ O N U E LO O d O LOLO to C ti c O (A .a O M M = O N N J 7 O CL O V C) Cl) M U. T (O E O CO Cl) N cn O Z O U ' CrC) .� O U j CD c f2 C C O LL LL- .� LL- 1 C - LL ii m `° `° o 0 0 `° ¢ CT _ y ¢ U d d m m c c � -o c > a ti La E m m, ai 2E i m ai oa Q_ Cc o H H o 0 o ¢¢.o 0 0 a`>> — oo N d d a N to M = CT O 80 =O 0 O CO Co C O .N O ti O� O) N L1J = j c a)� c O (n 3. p > m N N> (d Z m V Z Z Z ¢ m >i CD N N N O O O O O O O¢¢¢ N M M LL) N N O CO LO_ _ N O CD O LL7 r- LC) ti M 0 0 0 0 C:> LO LO I --r` LC) N W LO O O N CO Ln CD ON N N N N M O L O O O O O CO O 0 0 0 0 0 0 r O d O O ('A (A O N d' d' ,T d' d' d' r CO CJD Cb 00 00 OO t` co lf) L() L() LC) Ln LnA L h- o0 O OO d' I'd- d' I�t �t d' �t ti co LLi LO LO ti ` I W tl0 aD a0 a0 M O LCA a0 LO � U-) U')LO LO O CO O O CO Co O (A (A (A m Lo LO Ln LO LC) LC) LI) CT m U = � O O OU a O C = v cn Cn V) co U_ m — U) o cu 0 E E E E E C = 0 m Y E (1) � s C7 U 0 U (D N a)-0 - Y Y Y Y Y U .D a)co f co c Co U IL 0 2 Y 0 0 U E o s U W Z C o U (3) v c o m c ) _ U CC) CC) N c E m cao ? c d a U) c U) U O 0 M N O N N N O) ca a N N m O W d LL Q X W c rn in 0 O 0 c O O O -0 N > d m� 7 O 0 O O O O 0-0 J Q N N N N N m m m m m O O O O Ln O O O N Ocn O O U O O O) O N N LV O U o 0 N 0) N � a > d .O — 2 O Q Z L U Ln CD o a� to p 0. E h aXi U LD a0 E U a. U U) 0 U o rn c U) o v a rn ao cc U N a> C4 C:l to ML r N d V M M d N N h 1` ti N Ln I` O m O LL) O I N OO 00 M LOLOLO(O G0 LO O O) O Ln Lfi m LO C15 N U N LL- L- c c c Ch UN E N 'O (a N CD (6 '� O N Q E La Y L� Y O =3c O C7 0 L c _ O O H > -0 N Q — cn 3 c Y1 I 0 N c >+ c W Z 0 O v U m > E U U L` 0 m c co N rn 0 E m co aa) ami M N O Cl) N N 0) cu it DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Southeast Florida Governmental Purchasing Cooperative Group CONTRACT AWARD Exhibit A - RFP E-03-22 Please complete each of the applicable boxes and submit with bid documents, award notices and tabulations to (piper@mvboca.us for placement on the NIGP SEFL website Cooperative contract page. BID/RFP No. RFP E-13-17 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) Renewal No. 1 Start Date: March 15, 2020 Renewal No. Start Date: Renewal No. Start Date: SECTION #1 VENDOR AWARD Port Consolidated Inc. Vendor Name: Vendor Address: 3141 Se 14th Ave. Contact: Don Carlton, President Phone: 800-683-5823 Cell/Pager: Website: (Period of Time) End Date: March 14,2022 End Date: End Date: Fax: 954-527-1191 Email Address: cspev@portconsolidated.com; 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 Agency Name: Agency Address: Agency Contact: Telephone: LEAD AGENCY City of Pompano Beach 100 W Atlantic Blvd, Pompano Beach, FL 33060 Antonio Pucci 954-786-5504 Email antonio.pucci@copbfl.com Fax: DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit A - RFP E-03-22 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. of)""l DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 SECTION 2. That the proper City officials are hereby authorized to execute said Agreement with Port Consolidated, Inc. pursuant to RFP E-13-17. SECTION 3. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Ordinance that can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are declared to be severable. SECTION 4. This Ordinance shall become effective upon passage. PASSED FIRST READING this 28th day of February , 2017. PASSED SECOND READING this 14th day of March , 2017. �LA1�ldf�FIS AYOR ATTEST: ASCELETA HAMMOND, CITY CLERK /jrm 2/16/17 Lord/2017-132 2 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A- RFP E-03-22 V � CONTRACT THISAGREEMENT is made and entered into this � day of f t►rC y , 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 Attaclunent "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 tluee (3) years or less beginning with the date this Contract is ftilly executed by both parties. DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 set -vices 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. Carlton, Jr., President P. O. Box 350430 Fort Lauderdale, Florida 33335 If to City: City of Pompano Beach City Manager P. O. Box 1300 Pompano Beach, Florida 33060 11. Information and Documents. All information, data, reports, as are existing, if any, and necessary for carrying out the work as outlined in Exhibit "A" hereof, shall be furnished to Contractor without charge by City, and City shall cooperate in the carrying out of the work without undue delay. Service Contract Page 2 of 7 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 govermnent; riots, strikes, war or civil disorder; unavailability of fuel. 14. Insurance. Throughout the term of this Agreement, Contractor shall procure and maintain liability insurance in the type and amounts set forth in RFP E-13-17 attached hereto. Such insurance shall specify that it is issued on an "occurrence" basis. Contractor shall name City as additional insured on said policies and shall provide evidence of such insurance. Such policies shall provide that they may not be canceled without at least thirty (30) days' notice to City. 15. Indemnity. The Contractor shall defend, indemnify and hold the City, all Participating Agencies in the Purchasing Cooperative Group, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. The parties agree that one percent (1%) of the total compensation paid to Contractor for the work of the contract shall constitute specific consideration to Contractor for the indemnification to be provided under the contract. Nothing in this Agreement shall be construed to affect in any way the rights, privileges and immunities of the City and agencies, as set forth in Section 768.28, Florida Statutes. 16. Assignment. Contractor shall not assign all or any portion of this Agreement without the prior written consent of the City, and it is agreed that said consent must be sought in writing by Contractor not less than fifteen (15) days prior to the date of any proposed assignment. 17. Performance Under Law. The Contractor, in the performance of duties under the Agreement, agrees to comply with all applicable local, state and/or federal laws and ordinances including, but not limited to, standards of licensing, conduct of business and those relating to criminal activity. 18. Audit and Inspection Records. The Contractor shall permit the authorized representatives of the City to inspect and audit all data and records of the Contractor, if any, relating to performance under the contract until the expiration of three years after final payment under this contract. The Contractor further agrees to include in all his subcontracts hereunder a provision to the effect that the subcontractor agrees that City or any of their duly authorized representatives shall, until the expiration of three years after final payment under the subcontractor, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor, involving transactions related to the subcontractor. 19. Adherence to Law. Both parties shall adhere to all applicable laws governing their relationship with their employees including, but not limited to, laws, rules, regulations and policies Service Contract Page 3 of 7 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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(&,,copbfl.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 party hereto that this Agreement shall be governed by the laws of the State of Florida, both as to interpretation and performance. Any action at law, or in equity, shall be instituted and maintained only in courts of competent jurisdiction in Broward County, Florida. 25. Waiver. Any waiver of any breach of the covenants herein contained to be performed by Contractor shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the City from declaring a forfeiture for any succeeding breach either of the same condition or covenant or otherwise. 26. Entire Agreement. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein, and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. 27. Headings. The headings or titles to sections of this Agreement are not part of the Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement. Service Contract Page 5 of 7 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 28. Severability. Should any provision of this Agreement or the applications of such provisions be rendered or declared invalid by a court action or by reason of any existing or subsequently enacted legislation, the remaining parts of provisions of this Agreement shall remain in full force and effect. The City hereby promises and agrees with the Contractor to employ and does employ the Contractor to provide the materials, if any, and to do and cause to do and be clone the above- described work and to complete and finish the same according to the attached plans and specifications and the terms 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 Attest: ASCELETA HAMMOND, CITY CLERIC APPROVED AS TO FO . :. BERM , CITY ATTORNEY (SEAL) Service Contract Page 6 of 7 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA STATE OF FLORIDA COUNTY OF BROWARD Exhibit A - RFP E-03-22 The foregoing instrument was acknowledged before me this _ 4 day of _Mr 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: E,P: KERYIN 111FD000246 ary Publlo Staommission N GComm. Errpires Sed through Nation Witnesses: L-liv, Jed CA R Sus r,A 7(P ' t or Type ane) aVj rt?h-AImre,?- (Print or Type Name) STATE OF FLORIDA COUNTY OF BROWARD NOTARY PUBLIC, ST ' OF FLORIDA KtievllI AI -Pr -ed (Name of Acknowledger Typed, Printed or Stamped) f°CONTRACTOR" PORT CONSOLIDATED, INC. fffx- Pr Tit1e: 'lorida cR oration 4t17 Business License \ The fore Toing instillment was acknowle &ed before me this Aa, da of 7 -�� /l li f�- , 2017, by J oe26_1� r9L as 7"e� st �etJ� of PORT CONSOLIDATED, INC., a Florida corporation on behalf of the corporation. I-le/she is personally known to me or who 1— • d d s pro uce (type of identification) as identification NOTARY'S SEAL: BRENDA J. AYERS Notary Public State of Florida •; Commisslon # FF 921372 MBonded through Nation iresNotary At 9, 2019 ssn. /jrm 2/21/17 kagr/genl srvs/2017-382 Service Contract NOTARY PUBLIC, STATE OF FLOR,IID} (Name of Acknowledger Typed, Printed or tamped) Fr 9Ai37-2 Commission Number Page 7 of 7 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA +7' �eVj4k;1tiR 1 t2tt5 Y �.] Exhibit A - RFP E-03-22 m Pano dillIM beach 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 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 Purchasing Cooperative Procurement Operational Procedures: • All questions concerning this procurement should be addressed to the issuing agency, hereinafter referred to as the "lead agency". All responses are to be returned in accordance with the instructions contained in the attached document. Any difficulty with participating agencies referenced in this award must be brought to the attention of the lead agency. • Each participating governmental entity will be responsible for awarding the contract, issuing its own purchase orders, and for order placement. Each entity will require separate billings, be responsible for payment to the Contractor(s) awarded this contract, and issue its own tax exemption certificates as required by the Contractor. • The Contract/purchase order terms of each entity will prevail for the individual participating entity. Invoicing instructions, delivery locations and insurance requirements will be in accordance with the respective agency requirements. • Any reference in the documents to a single entity or location will, in fact, be understood as referring to all participating entities referenced in the documents and 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 utilizing any contract or purchase order resulting from this bid award However, other Southeast Florida Governmental Purchasing Cooperative members may participate in their contract for new usage, during the contract term, or in any contract extension term, if approved by the lead DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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" DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA CITY OF POMPANO BEACH, FLORIDA REQUEST FOR PROPOSALS E-13-17 UNLEADED GASOLINE & DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL PURCHASING COOPERATIVE GROUP Exhibit A - RFP E-03-22 December 20, 2016 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: htti)s://i)ompanobeachfl.ionwave.net/CurrentSourcingEvents aspx. 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. Objectives 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 "N'— Specifications and Requirements 4 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 Attachment "B" — Locations of Participating Agencies fuel locations and contact personnel. Participatinq Agencies Agency Name Address Contact Person Phone # 1 Broward Count County 1 University Drive Plantation, FL 33301 Alfred Clauson 954 357-6477 2 Boca Raton, Cit of City 201 W. Palmetto Park Rd. Boca Raton, FL 33432 Lynne Piper 561393-7878 3 Coconut Creek, Cit of City 4900 W Copans Rd Coconut Creek, FL 33063 Lorie Messer 954 956-1584 4 Cooper Cit Cit of p y' y 9090 SW 50 Place Kerri-Anne Fisher 954 434-4300 Cooper City, FL 33328 x268 5 Coral Springs, Cit of y 4181 NW 121 Ave Coral Springs, FL 33065 Alan Distefano 954 345-2235 6 Dania Beach, Cit of City 100 W Dania Beach Blvd Dania Beach, FL 33004 Ronnie Navarro 954 924-6808 7 Davie, Town of 6591 Orange Dr Davie, FL 33314 Brian O'Connor 954 797-1016 8 Deerfield Beach, City 401 SW 4111 St. of Deerfield Beach, FL 33441 Ivelsa Guzman 954 480-4486 9 Ft. Lauderdale, Cit of City 100 N Andrews Ave. Ft. Lauderdale, FL 33301 Sandy Leonard 954 828-5781 10 Green Acres, FL 5800 Melaleuca Lane Green Acres, FL 33463 Monica Powery 561642-2089 11 Hallandale Beach, City 400 S Federal Highway of Hallandale Beach, FL 33009 Andrea Lues 954 457-1332 12 Hillsborough Beach, 1210 Hillsboro Mile Town of Hillsborough Beach, FL 33062 Jim Pugliese 954-427-6600 13 Hollywood, Cit of y y 2600 Hollywood Blvd. Hollywood, FL 33020 Paul Bassar 954 921-3552 14 Lauderdale Lakes, City 3463 NW 43 Ave. of Lauderdale Lakes, FL 33319 Robin Soodeen 954 535-2758 15 Lauderhill Cit of ' y 1919 NW 55°i Ave. Lauderhill, FL 33319 Manny Cerezo 954 790-2966 16 Lighthouse Point, City 4730 NE 21st Terrace of Lighthouse Point, FL 33064 Charles Schramm 954 946-7386 17 Margate, Cit of g y 5790 Margate Blvd Margate, FL 33063 Spencer Shambray 954 935-5341 18 Miami, Cit of City 444 SW 2' Ave 61" Flr. Miami, FL 33130 Eduardo Falcon 305 416-1901 19 Miami Gardens, Cit of City 18605 NW 27 Ave. Miami Gardens, FL 33055 Tom Ruiz 305 622-8000 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 20 Miramar, Cit of City 13900 Pembroke Rd. Miramar, FL 33027 Alicia Ayum 954 602-3121 21 N Miami, Cit of City 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 Village of N. Palm Beach, FL 33408 Hachigian 561 841-3375 24 Palm Beach, Town of 951 Old Okeechobee Rd. West Palm Beach, FL 33401 Adis Pedraza 561 227-7000 25 Palm Springs, Village 226 Cypress Lane of Palm Springs, FL 33461 Ken Dye 561965-5770 26 Pembroke Park, Town 3150 SW 52"d 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, Cit of City 400 NW 73rd Avenue Plantation, FL 33317 Charles Spencer 954 797-2647 29 Pompano Beach, City 1190 NE 311 Ave, Bldg C of Pompano Beach, FL 33060 Jeff English 954 786-4098 30 Riviera Beach Cit of ' y 2051 MLK Blvd. Ste. 310 Riviera Beach, FL 33404 Rebecca Reed 561 882-1809 31 School Board, Broward 7720 W Oakland Park Blvd. Cty #323, Sunrise, FL 33351 Al Shelton 754 321-0520 32 School District, Palm 3300 Forest Hills Blvd. Beach County West Palm Beach, FL 33406 Morris Simpson 561434-8172 33 Sheriffs Office, Broward County 2601 West Broward Blvd Ft Lauderdale, FL 33312 Rick Torres 954 831-8170 34 Southwest Ranches, Town of 13400 Griffin Road Southwest Ranches, FL 33330 Sandy Luongo 954 343-7476 35 Sunrise, Cit of City 10770 Oakland Pk Blvd 3rd Fir Sunrise, FL 33351 Wendy Lorenzo 954 572-2485 36 Tamarac Cit of ' y 7525 N.W. 88" Ave. Tamarac, FL 33321 Keith Glatz 954 597-3567 37 West Palm Beach, 401 Clematis Street City of W Palm Beach, FL 33401 Nate Rubel 561 822-2109 38 Weston, City of 2599 S Post Road Weston, FL 33327 Karl Thompson 954 385-2600 39 Wilton Manors, City of 524 NE 21 Ct. Wilton Manors, FL David Archacki 954 390-2190 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit A - RFP E-03-22 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. DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 participating 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. DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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. 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. 10 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA 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 XX premises - operations explosion & collapse hazard underground hazard XX products/completed operations hazard XX contractual insurance XX broad form property damage XX independent contractors XX personal injury sexual abuse/molestation AUTOMOBILE LIABILITY: XX comprehensive form owned _ hired non -owned REAL & PERSONAL PROPERTY comprehensive form EXCESS LIABILITY other than umbrella PROFESSIONAL LIABILITY bodily injury and property damage bodily injury and property damage Exhibit A - RFP E-03-22 bodily injury and property damage combined bodily injury and property damage combined bodily injury and property damage combined personal injury Minimum $1,000,000 Per Occurrence and Aggregate 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. Agent must show proof they have this coverage. bodily injury and property damage combined XX * Policy to be written on a claims made basis Per Occurrence Aggregate $1,000,000 $1,000,000 Per Occurrence Aggregate $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 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 survive the termination or expiration of the Agreement for a period of three (3) years unless terminated sooner by the applicable statute of limitations. 3. Employer's Liability. CONTRACTOR and all subcontractors shall, for the benefit of their employees, provide, carry, maintain and pay for Employer's Liability Insurance in the minimum amount of One Hundred Thousand [dollars ($100,000.00) per employee, Five Hundred Thousand Dollars ($500,000) per aggregate. 4. Policies: Whenever, under the provisions of this Agreement, insurance is required of the CONTRACTOR, the CONTRACTOR shall promptly provide the following: a. Certificates of Insurance evidencing the required coverage; b. Names and addresses of companies providing coverage; C. Effective and expiration dates of policies; and 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 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit A - RFP E-03-22 Criteria Point Range 1. Firm Qualifications and Capabilities 0-40 (Factors including but not limited to the following) • Fuel supply delivery capability from Port Everglades • Contracting Terms and Conditions proposed 2. Emergency Supply Capabilities 0-20 (Factors including but not limited to the following) • Control of storage facilities in Tri -County area • Contingency plan of action • Availability of regional emergency storage 3. References 0-10 (Factors including but not limited to the following) • Years experience • Number of Locations 4. Cost 0-30 Total 0-100 The Committee has the option to use the above criteria for the initial ranking to short-list Proposers and to use an ordinal ranking system to score short-listed Proposers following presentations (if deemed necessary) with a score of "1" assigned to the short-listed Proposer deemed most qualified by the Committee. Each firm should submit documentation that evidences the firm's capability to provide the services required for the Committee's review for short listing purposes. After an initial review of the Proposals, the City may invite Proposers for an interview to discuss the proposal and meet firm representatives, particularly key personnel who would be assigned to the project. Should interviews be deemed necessary, it is understood that the City shall incur no costs as a result of this interview, nor bear any obligation in further consideration of the submittal. When more than three responses are received, the committee shall furnish the City Commission (for their approval) a listing, in ranked order, of no fewer than three firms deemed to be the most highly qualified to perform the service. If three or less firms respond to the RFP, the list will contain the ranking of all responses. The City Commission has the authority to (including, but not limited to); approve the recommendation; reject the recommendation and direct staff to re -advertise the 13 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 solicitation; or, review the responses themselves and/or request oral presentations and determine a ranking order that may be the same or different from what was originally presented to the City Commission. H. Hold Harmless and Indemnification Proposer covenants and agrees that it will indemnify and hold harmless the City and all of its officers, agents, and employees from any claim, loss, damage, cost, charge or expense arising out of any act, action, neglect or omission by the Proposer, whether direct or indirect, or whether to any person or property to which the City or said parties may be subject, except that neither the Proposer nor any of its subcontractors will be liable under this section for damages arising out of injury or damage to persons or property directly caused by or resulting from the sole negligence of the City or any of its officers, agents or employees. I. Retention of Records and Right to Access The selected firm shall maintain during the term of the contract all books of account, receipt invoices, reports and records in accordance with generally accepted accounting practices and standards. The form of all records and reports shall be subject to the approval of the City's Internal Auditor. The selected firm must comply with the Internal Auditor's recommendation for changes, additions, or deletions. The City's Internal Auditor must be permitted during normal business hours to audit and examine the books of account, reports, and records relating to this contract. The selected firm shall maintain and make available such records and files for the duration of the contract and retain them until the expiration of three years after final payment under- the contract. J. Communications No negotiations, decisions, or actions shall be initiated or executed by the firm as a result of any discussions with any City employee. Only those communications, which are in writing from the City, may be considered as a duly authorized expression on behalf of the City. In addition, only communications from firms that are signed and in writing will be recognized by the City as duly authorized expressions on behalf of firms. K. No Discrimination There shall be no discrimination as to race, sex, color, age, religion, or national origin in the operations conducted under any contract with the City. L. Independent Contractor The selected firm will conduct business as an independent contractor under the terms of this contract. Personnel services provided by the firm shall be by employees of the firm and subject to supervision by the firm, and not as officers, employees, or agents of the City. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this agreement shall be those of the firm. M. Staff Assignment 14 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA The City of Pompano Beach reserves the Proposer's staff assigned to this project required. N. Contract Terms Exhibit A - RFP E-03-22 right to approve or reject, for any reasons, at any time. Background checks may be 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 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 Any agreement resulting from this RFP shall be governed by the laws of the State of Florida, and the venue for any legal action relating to such agreement will be in Broward County, Florida. 2. Licenses In order to perform public work, the successful Proposer shall: Be licensed to do business in Florida, if an entity, and hold or obtain such Contractor' and Business Licenses if required by State Statutes or local ordinances. 3. Conflict Of Interest For purposes of determining any possible conflict of interest, each Proposer must disclose if any Elected Official, Appointed Official, or City Employee is also an owner, corporate officer, or an employee of the firm. If any Elected Official, Appointed Official, or City Employee is an owner, corporate officer, or an employee, the Proposer must file a statement with the Broward County Supervisor of Elections pursuant to §112.313, Florida Statutes. 4. Drug Free Workplace The selected firm(s) will be required to verify they will operate a "Drug Free Workplace" as set forth in Florida Statute, 287.087. 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 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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. 3rd 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 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 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 a,copbtl.com V. Questions and Communication All questions regarding the RFP are to be submitted in writing. All questions are to be submitted using the Questions feature in the eBid System. Questions must be (received at least seven (7) calendar days before the scheduled solicitation opening. Oral and other interpretations or clarifications will be without legal effect. Addenda will be posted to the RFP solicitation in the eBid System, and it is the Proposer's responsibility to obtain all addenda before submitting a response to the solicitation. 19 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 EDBAA Exhibit A - RFP E-03-22 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. P , DocuSign Envelope ID: C327F0D0-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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. RFP PROPOSER INFORMATION PAGE (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) Company (Legal Registered) Federal Tax Identification Number Address City/State/Zip Telephone No. Email Address 21 Title Fax No. DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA CUP�� C04nsolidated 3141 SE 14th Ave, • P.O. Box 350430 Ft. Lauderdale, FL33335 Phone: (954) 522-1182 Fax: (954) 527.1191 Toll Free: (800) 683.5823 February 15, 2017 Jeff English City of Pompano Beach 1190 NE 3rd Avenue Building C Pompano Beach, FL 33060 Re: Best and Final Offer — E-13-17 Dear Mr, English: Thank you very much for your time today and thank you for the opportunity. Exhibit A - RFP E-03-22 As a follow up to our negotiation meeting for E-13-17, please see our `Best and Final" offer to the Co-op. All other pricing in the RFP will remain the same, Should you have any questions or comments, please feel free to contact me at any time, Sincerely, Don Carlton President Port Consolidated Miami - FlIauderdela • West Palm Beach • FI.Plerce • Orlando • Jacksonville • Tampa W W W.porteonsol idated.com ULSD 87 E-10 Transport +0.007 +0.007 Tankwa on +0-089 +0.089 All other pricing in the RFP will remain the same, Should you have any questions or comments, please feel free to contact me at any time, Sincerely, Don Carlton President Port Consolidated Miami - FlIauderdela • West Palm Beach • FI.Plerce • Orlando • Jacksonville • Tampa W W W.porteonsol idated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 Purchnsing 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 Addressdcariton@portconsolidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Lap�� ..Insofidated 3141 SE 14th Ave. - P.O. Box 350430 Ft. Lauderdale, FL 33335 Phone: (954) 522-1182 Fax: (954) 527-1191 Toll Free: (800) 683-5823 January 12, 2017 Jeff English City of Pompano Beach 1190 NE 3rd Avenue Building C Pompano Beach, FL 33060 Exhibit A - RFP E-03-22 'Cover Letter— UNLEADED GASOLINE & DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL COOPERATIVE GROUP 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: dcaritcn@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. 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. Miami • R.Lauderdale - West Palm Beach - Ft.Plerce - Orlando - Jacksonville - Tampa www.portconsolldated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Upco'nscifidated L�r 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 Exhibit A - RFP E-03-22 Our company owns and operates a fleet of over 60 tankwagons and over 60 tractor trailers, which gives us the largest and most comprehensive delivery capabilities in the area. We currently have supply agreements with several major oil companies, notably Chevron, Marathon, Valero, TPSI, Colonial, Gulf Oil, Indigo Energy, and Motiva. These supply agreements allow us to pull product from not just Port Everglades, but the Ports of Tampa, Canaveral, Jacksonville, Orlando, and Savannah as well. Our ability to pull product from multiple suppliers, in multiple Ports, during emergency situations allows us to continue to supply our customer base while our competitors will be forced to sit on the sideline. We'own and operate over 15 different petroleum storage facilities throughout the State of Florida. • Port Consolidated is privately owned and is registered as an "S" Corp with the State of Florida. Should you or the City of Pompano Beach Purchasing Division have any questions on this proposal, please feel free to contact me at any time. ZSincer President Port Consolidated Miami • Ft.Lauderdala • West Palm Beach - Fl.Plerce • Orlando • Jacksonville • Tampa www.porlconsolidaterJ.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA LO 3141 SE 14th Ave. • P.O. Box 350430 Ft. Lauderdale, FL 33335 Phone: (954) 522-1182 Fax: (954) 527-1191 Toll Free: (BOO) 683-5823 January 12, 2017 Jeff English City of Pompano Beach 1190 NE 3rd Avenue Building C Pompano Beach, FL 33060 Exhibit A - RFP E-03-22 Qualifications and Experience — 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 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 year's. • 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. Sinc el D n n President Port Consolidated Miami • 1`11auderdale • West Palm Beach • FI,Plerce • Orlando • Jacksonville • Tampa www.poitcoiisolldated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Consolidated L U3141 SE 14th Ave. • P.O. Box 350430 Ft. Lauderdale, FL 33335 Phone: (954) 522-1182 Fax: (954) 527-1191 Toll Free: (800) 683-5823 January 12, 2017 Jeff English City of Pompano Beach 1190 NE 3rd Avenue Building C Pompano Beach, FL 33060 Exhibit A - RFP E-03-22 Personnel — UNLEADED GASOLINE & DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL COOPERATIVE GROUP Dear Mr. English: Per the terms of the RFP, the following is a list of key personnel that will be assigned to this account: • Customer Service — Fay Francisco, Linda Rogers, Jane Mitchell, Natasha Corona, Vanessa Burch, Danielle Schatz — 954-522-1182 • 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 any time, Since y,l o Ca President Port Consolidated Miami • R.Lauderdala • West Palm Beach • A.Pierce • Orlando • Jacksonville • Tampa www.porlconsolidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA ��21 1 LuConsolidated 3141 SE 14th Ave. • P.O. Box 350430 Ft. Lauderdale, FL 33335 Phone: (954)522-1182 Fax: (954) 527-1191 Toll Free: (800) 683-5823 January 12, 2017 Jeff English City of Pompano Beach 1190 NE 3rd Avenue Building C Pompano Beach, FL 33060 Exhibit A - RFP E-03-22 Contractual Supply Obligation — 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 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 -o VE merge ncy as well. Port Consolidated's corporate headquarters sits in the heart of the Port Everglades, which supplies both gasoline and diesel fuel to all of South Florida. We have the ability to pull day to day product from Chevron, Citgo, Gulf Oil, Indigo, Mansfield, Marathon, Motiva, Petroleum Traders, and Valero. For those times when supplies are tight, we have contractual arrangements with Chevron, Gulf Oil, Indigo Energy, and Marathon. These contracts will ensure a guaranteed, ratable supply to the Co-op, Attached to this letter, you will find copies of those current agreements. Port Consolidated also has the ability to pull product from other Ports throughout the State of Florida, notably the Port of Tampa, Port Manatee, Port Canaveral, Orlando, and the Port of Jacksonville. Should Port Everglades become incapacitated for any length of time, these various Ports provide us with other options to pull product. We also have relationships in Savannah. 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. 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 yv, % o rKaf President Port Consolidated Miami • Ft.Lauderdale • West Palm Beach • Ft.Pterce • Orlando • Jacksonville • Tampa www.portconsolidaled.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA GUARANTEED SUPPLY AGREEMENT Exhibit A - RFP E-03-22 'I'his 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 45340 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 are generally offered to MPC's wholesale Reseller customers at a Terminal from time to time. "Terminal," "10 -Day Volume," and "Monthly Volume;' shall refer to the MPC temtinals 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 Montt, 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 Montt 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 fur tip to two successive one-year renewal terms) 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) IYtPC shall not guarantee availability of Product for Port Consolidated's purchase in amounts greater than 110% of the Ill -Day Volumes set forth in the table below. (2) During any 10 -Day Period, all Product purchases over 110% of the 10 -Day Volumes shall not apply toward Port Consolidated's obligation to purchase the Monthly Volumes. (C) In the event the needs of Port Consolidated increase beyond the volumes specified in the table below, Port Consolidated shall notify the MPC Regional Office in writing of the additional volume requested at least 30 days prior to lifting. The MVC Regional Office shall assess Product availability. and if the parties mutually agree, shall amend the volumes in the table set forth below. Terminal Product Date Ran a 10 -Da Volume Monthl Volume Tama GAS01101. 'TERM 125.000 375,000 Tama ULSD TERM 616,666 1,350,000 Fort Lauderdale GASOHOL TERM 275.000 325,000 F.rt I.audcrdale �J1.5D l'FRM 750,000 2,250,000 TOTAL MONTHLY VOLUME 51300000 4. Price. The price for any given load of Product shall be the applicable MPC Wholesale Reseller Price in effect at the following Terminal(s) as of the time that lifting ends: Tampa and Fort Lauderdale, Port Consolidated acknowledges and agrees that IVIPC may use the Wholesale Reseller Price to manage customer liftings when 1vIPC's Product supply at a Terminal is limited and Port Consolidated waives the right to claim that this method of pricing is unfair, anti-competitive, tortious, or a breach of contract. 5. Remedies. (A) HIPC will, at its sole discretion, invoice Port Consolidated on a monthly basis an underlifting fee of $.0300 per gallon not lifted if Port Consolidated fails to lift 100% of the Monthly Volumes of each Product at the associated Terminal as shown in the table in Section 3. Port Consolidated shall pay MPC within 15 days after receipt of the invoice for any applicable underlifting fees charged by MPC. No failure by MPC to charge for any underlifting 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 Or 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 Agrctement 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 By, MPC Investment LLC, its General Partner By: �nrna By: i- \ '� Title: --�a � 9 't • (1 n fide: 1425985.DOCX 1 17), 0)!?J I I DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 (Revised 8/1/2016) PRODUCT SALES TERMS These terns will apply to any agreement to which they are attached, in which they are incorporated by reference, or which is found on the other side of these terms. In the event of a conflict between that agreement and these terms, that agreement will control. That agreement and these terms are collectively referred to below its the "Agreement", and the term "Products" refers to the petroleum products sold by Marathon Petroleum Company 1.P ("Seller") under this Agreement to the buyer identified in this Agreement 1"Buver''l. 1. Payment Payment lents are subject to change by Seller at any time. If Seller does not receive payment when due. it may impose a late payment ehargc not to exceed the maximum amount allowed by law and if the account is placed for collection or suit is Filed thereon, Seller will he entitled to attorney fees and court costs. PAYMENTS TENDERED IN FULL. SEI"I'LENIF,NT OF A DISPUTED AMOUNT MUST BE CLEARLY LABELED AS SUCH AND SENT BY CERTIFIED \1Ai1., RF,TURN RECEIPT REQUF.S7'ED, TO: CONIN ERCiAL CREDIT MANAGER, MARATHON PETROLEUM CONIPNNY LP, 539 SOUTH MAIN Si'RF,ET, FINDLAY, OHiO 45840. Seller may set off amounts owed by Buyer to Seller or its subsidiaries or affiliates against amounts owed by Seller to Buyer. 2. Taxes. Buyer will pay, and indemnify Seller for, all taxes, fees, duties, environmental levies, and other charges (whether imposed on manufacture, processing. use, purchase, sale, resale. delivery, receipt, title transfer, inspection, removal lion storage, measurement or passage through a measurement device, receipt of payment, or other activity, and regardless of when imposed) relating to Products, or their raw materials or lbedstocks. The sole exception to this obligation is tuxes based on or measured by Seller's income or net worth. Upon account set up, Buyer will promptly furnish Seller with the Buyer's appropriate state tae registration number(s), its federal identification number and any applicable tax exemption certificates. Buyer will promptly inform Seller of any changes to its tax registration or exemption status that may occur after account setup. 3, Delivery. All sales will be F.O.B. the "Ship From" location stated. in this Agreement, unless this Agreement clearly provides otherwise. Title and risk of loss will pass to Buyer at the "Ship From" location as Product passes (as applicable) the transport truck or railcar inlet Mange, barge Fhose connection, or pipeline upstream flange. Title mid risk of loss will not be affected by Seller's ownership of the transportation assets, arrangement o1' shipment and/or pre -payment or collection of shipment expenses from Buyer. Seller will have no obligation to deliver Product at the "Ship From" location unless Buyer, its agents, and its carriers have entered into, and are in compliance with, agreements governing access to the "Ship From" location, Where this Agreement clearly provides that delivery is F.U.B. the "Ship To" destination, title and risk of loss will pass to Buyer at the "Ship To' destination as Product passes (as applicable) die transport truck or railcar outlet Flange, barge permanent hose connection, or pipeline downstream flange. Where shipment is by railcar, and Buyer is unable to accept delivery of the railcar when offered, then title and risk of loss will pass to Buyer at the time of constructive placement of the railcar. Buyer will pay and be responsible for any demurrage, fleeting, shifting, parking, detention, port or other churges related to receipt or delivery of Product, unless solely caused by Seller. 4. Quantity and Inspection. Quantities will be determined by (in order of preference) calibrated meters; terminal tank gauges or shoretank downgauges: or any applicable ASTM method, Quantities may be temperature -adjusted to 60°F, at Seller's option, using built-in temperature compensators or ASTM tables. Either party may require that Product quantity and quality be determined by a joind-selected, licensed petroleum inspector, whose findings will be conclusive. Customary inspection costs will be shared equally, but additional services will be paid for by the party requesting them. S. Compliance With Laws. Buyer, its agents, and its carriers will comply with all laws, regulations, and standards applicable to the sale. delivery (including loading, unloading, and/or transloading), transportation. storage, use, and disposition of Products, and Buyer will not deliver, or allow to be delivered, to an RVP or RFG control area any Product that would be in violation of U.S. EPA regulations applicable to that area, Buyer will require similar commitments from its purchasers. Product identified as Blend -Grade, CBOB or RBOB is for use as blending component only. 6. Safety and Health. Buyer shall thoroughly review and adhere to all Safety Data Sheets (SUS) and other safety-related information provided by Seller concerning the Products, including but not limited to the recommended use, restriction on use, precautionary measures and exposure controls for each of the Products as described in the SDS. Buyer shall comply with all state and federal laws, regulations and codes pertaining to the maintenance and distribution of SUS. Buyer acknowledges the hazards and assumes the risks associated with handling 1425885.DOCX ) and using each of the Products. SDS for Products are available at lite following internet address: http://lvww.mai-athonpetralcuni.coiii /brtnd/produets/sds/. Buyer may request to receive $DS via email by contacting the Seller at sdsinl'o(iemarathonpctroleum.coni. Buyer's employees, agents, and subcontractors will comply with all applicable safety standards, policies, practices and rules of conduct mandated by Seller when involved in any operations on Seller's premises in connection with the performance of this Agreement. 7. Warranties. Seller warrants good title to all Products supplied 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 regulations in effect at the time and place title thereto passes to Buyer. MPC DISCLAINIS ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE PERFORMANCE Olt QUALITY OF PRODUCTS SUPPLIED HF,REUNDER 1NCL11DING, RI)T NOT i.ihITTFD 7'0, ANY INII-I.IED WARRANTY OF MERCHANTABILITY OR FITNESS FOR BI;VT,R'S PARTICULAR Olt INTENDED PCRPOSES OR USAGE. Seller will, at its option and its cost (including expense of return and re- delivery), remedy the defect in, replace, or retard the purchase price of. any Product that fails to meet this warranty. THIS IS BUY'ER'S EXCLUSIVE REMEDY FOR BREACH OF WARRANTY. S. Claims. All claims must he in writing. Product quality or quantity claims must be delivered to Seller within 30 days after delivery of the Product. and all other claims by Buyer must be delivered to Seller within 60 days after the event giving rise to the claim. Buyer will preserve, and permit Seller to inspect and sample, the subject Product, ANY LAWSITF AGAINST SELLER WHICH INVOLVES THiS AGREEMENT Olt THE SALE. OF PRODUCTS MUST BE BROUGHT WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. 9. Limitation of Liability. IN NO EVENT WILL SELLER'S LIABILITY FOR DAMAGES (WIiF:THF.R ARISING FROM BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FXCF,ED Tl1E PURCHASE PRICE OF THE PRODUCT CONCERNED NOR WiLL SELLER BE LIABLE FOR PUNITIVE. INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF S1CH DA,YIAGES. 10. Force Majeure and Allocation. Neither party will be liable to die other for any delay or failure in performance (other than to make payments when due) to the extent that it is caused by circumstances beyond its reasonable control, or by lire; explosion: flood; earthquake; storm; act of God; mechanical breakdown; sabotage or vandalism, strike or other labor disturbance (Seller will not be required to settle a labor dispute or take an action that might involve it in a labor dispute); shortages of, or delays in obtaining, crude oil, feedstocks, rate materials or fink -lied products, equipment, labor, transportation, or storage: interruption of utility services; or compliance with any law, regulation or order (regardless of validity) of any governmental or military authority. Further, if Seller at any time decides that its Product supply is insufficient to meet the actual or forecasted needs of Seller, its divisions and subsidiaries, and its and their customers (whether under contract or not), Seller may allocate its supply among all of them in any fair and reasonable manner determined by Seller. 11. Indemnity. Buyer will indemnify and defend Seller and its employees and agents against any loss, claim, liability (actual or alleged), line, penalty, or expense (including court costs• attorney fees, and litigation expenses), of any kind (including those based in tort, warranty, or strict liability), arising out of, or in connection with; (i) the performance of this Al reement; (ii) ally failure of Buyer, its agents or employees to comply with the terms and conditions of this Agreement; or (iii) any act or failure to act in the handling, storage, transportation, loading, unloading, transloadinf;. resale, or other use, by Buyer or others, of a Product sold under this Agreement. The only exception to this obligation is when Seller's negligence or intentional misconduct is determined by a court to be the sole cause of the damage. In responding to any third -party claims, Seller may select an attorney and may enter into any settlement without affecting this obligation. 12. Default. Seller may terminate this Agreement in the event of a material default by Buyer which is not cured within 10 days after notice of default is given. Seller may also terminate this Agreement at once (and DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA (Revised 8/1/2016) Buyer will have no right to cure) if Buyer either fails to pay any amount when due nr violates the provisions of paragraph 14 below. The right to terminate is in addition to any other remc& that may be available. A waiver of a default in one instance does not extend to any subsequent default. 13. Export Sales. I;or any Product that will be exported from the U.S.A. by Buyer or another Party, all export -related requirements are the sole responsibility of Buyer or the Exporter. Seller is not responsible f'or compliance with U.S_ export control laws or requirements in such transactions unless it agrees to assume (hut responsibility in writing. Buyer acknowledges dial 1 roduct was designed and produced solely for commercial purposes. Further. Buyer agrees that unless specifically licensed ba 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 die Export Administration Regulations ("LAR"), Office of Foreign Assets Control 'OFAC") regulations, International 'Traffic in Arms Regulations 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 ofthe foregoing. Except where Seller has specifically provided to Buyer in writing the appropriate documentation necessary to substantiate that Product is eligible far NAIL 1'A or other preferential duty treatment. Product sold hereunder is deemed not eligible fbr NAFTA or any preferential duty treatment, For any Product that will be exported from the U,S.A. by Buyer, Seller reserves all tights as a manufacturer under l9 U.S.C. §1313 and related regulations and reserves all ri&lnts to claim drawback. Buyer will provide Seller with proof of export satisfactory to Seller and any outer infornation 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. (B) Buyer's obligations in paragraphs 2, 5, 6, 11, 13, and 14 above will survive termination of this Agreement. (C) The invalidity or unenforceability of any part of this Agreement will not affect dir, 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 assets, or a controlling interest in either, by merger, acquisition, exchange, joint venture, or other similar transaction. Seller may, at its sole option, immediately terminate this Agreement. (F) No claim or notice relating to this Agreement to be given to Seller will be valid unless sent by certified mail return receipt requested or by a national overnight courier service to Seller addressed as follows: Manager, Wholesale Marketing, Marathon Petroleum Company LP, 539 South Main Sleet, Findlay, Ohio 45840, All notices given by Seller to Buyer may be sent to the addresses shown on the must 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 representatives 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. (II) 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, dirties, 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. (425885.DOCX I Exhibit A - RFP E-03-22 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Chevron a. Product Sales Contract (Reseller) Exhibit A - RFP E-03-22 "' Chevron, (iglu TUXAC r CAVEX Our Family Of Brands This faunae\ is darted \ret collier 1) I, 21116. and is bem,eo Chet root ProdmcLs C utnpna+. a di% ision orChat ran U.S.A. file, ("Sellar"I. and Powis cumoutmi Lo i.NC' 1'Buyer"). tichc-and Billeru_reu us rullo"s, I. '1',_1•.&11, The term of thi; coronet shin' connrencc nn November Ud, 30Ifr. owl shall end on October 31, ?017, We;,; sooner terminated by either party in accordance with the provisions or this conimet 2, PRODI. CIS AND QUANTJ1'lrc, Sellcraen:es to sell to Buyrr, and BUW a_ ees to purchase Ilum Seller those grules of diesel liml and other products specified in Exhibit A Offills couunct. Bu%or agree' to pnrchdsc I'mm Seller during each cnlendar month nut les, \hon the minimum quantities 04filducts specilled in Exhi1%it A. Seller Shall not be obligated to sell to Ruycr in illy calendar month qua ndlies of products in excess of the maxiotum quantities specilied in Exhibit ,\, but Seller mayctec( lm du SO at its option alier request by Daytr. Such utininittin and maxilnuin quantifies shall be prorated rur any period less than a calendar month htahufad tviddn the luno Of this Wilu'ltet, Buyer shall not represent or authorize or pannit an% other person to repnsemt that the products purchased under this contract ars the prnducfs or Seller or use or authorize or permit Int) other person to use any of the lrademurks, service marks. trade name" color Schenles or scr%iee station desit*ns utilized b; Seller or ally other identilicatiun. (Wignation or marking ofany kind that would ideoriN such products %%i1b Seller. It is understood and aarccd that the products purchaI;vd under this contract shall be resold by Buyer under Day er's brands and trade natnct. and Scllcr hash; site; Ili consent to lite rebranding of such products. If Buyer breaches any of the prrs%-Niona of this suction 2. such breach shall, Ott Seller'; Option, Ile deemed a breach of Ibis entire Aerccmcnt and. iiiaddition to such Other remedies as. it may hate. Sclicr shall hint the tight to terminale this A.-recmcnl forthq ith. 1. PRODi fT ill Al iTY. The products sold under this contract shall be or the qualit% as is generally ollered by Seller lar similar esu at the rolcvanl dellwry location, Ti, 11jelli(ula the 111Wstigatinn of ally claim or concern -regarding the qualiuof the products deiiiered under this contract. Buyer shall. keepcomplede and aceutute records of Buyer's pill, se trunsP2>rtatiut_ tempt• imcntulj era goer; wc. satle: or duli%en oi'ull prod'uet4 purchased by Buyer In bulk lirom Seller and au) outer ;dpplier. Seller's representatives shall be permitted to Inspect and audit such records at any time during lWycr's business hours an reasonable notice it, Buyer liar up h) (vile }ear after the termination of this contract Srllcr's ruptt:sentula%cs shall also have the right at any time to enter upon the premises %t how the products purchasad under this conlatel are stored h; or flor Buyer and to take sntnptes orsueh products I'or tasting purposes, cotnpensatin; 13igcr (at 13mer's cost, which for this purpose shall be based un Seller's Price to Buyer in cl'tecr 11 the dmc such samples arc taken, or. at Seller's option, in kind) for may products su taken. d. PRiCE. The pricac that Diner shall pat Seller for products purchased under this contract shall be determined as set lilhh In I NIlibil A (except as othcrl4ic prm idea in section 22 lido respect lu any Discretiomuy- Sales Ws defined belo%v)). ?. PAN HENT AND FT\A\Cial Rp15110INsIBl11'ry. Buyer's pay menu for products shall be ill t'.S dolldri without discount M elcelronia transler of imnedintcly a%aildble liads to an account. bank and location dcsienatted by Srllpr. ----Buyet,shalL-eweptlot Sellers-Oplign;poyScllercashbefore deliveryforproductspurchnscd'hcrcoutdcr. t iiu%er acknowledges the importanee of payment within Ilse wrnw spccilicd %%lien credit ft- e%tcnded and agrees that past due amounts shall hear interest to the rate of 19"" per year or the maximum rate permitted by the state o1' Buyer's oddness due notices u: specified in Exhibit A ol'this contract. +%h(che%er is less. II'Buver Ihils lu make payment %%ithin the speciticd terms. Cur such rhilure shall. no Sellers's option. he deemed u breach ul'this entire contract and. in addition to such other remedies as it --.-- muy.hur;,Sellecshull.have- thereutler.Ute.righi to demand-advance•cuAl payrnant:,to-wilkhold deli%�rias irnlil sueD trilvaniti= —i paynent I including payment )Pall amounts than outslAndinL- tisr products deli%ered bi ,eller to Buyer hereunder) is received. or to lcnnioate this contract. The accepnwee of any payment by Stiller aller the due d.tte shtdl not wai%e any of seller's rights hereunder nur shall such %+ilhholding of dcli%crics or termination of Buis contract inject am obllg:pion of !Sayer hereunder: 11' — credit is eltlended to Buyer by Seller, the buyer shall periodically provide to (Chworil (hal linanci.tl inlisnuution or ,crurih' Product Sales Contract (Reseller) C&1.020(3-03) I' REV Oi 11/1a II DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853DlED8AA Exhibit A - RFP E-03-22 Ckemol Itecci;;iry by (('he\•roor ht otuppori :my credit cNlaneiun. II duriIle :hc lib_ urthis cunII%w1. tlla C,III111iCd capacity ur III•: btn:r becomes impaired ur uns:nfsliu•ttn'y to (C'he\run) in the sulc jud_!mca( ur(Chcvrun). ad\•ance cnih ptlyalenl Or security satislhetory to (Chevron) $hall ba �irun by the buyer nn demand by (t'he\ runt and shiputemsAlliveries urn• be \rithhcld until such pit)ment or security it received• Seller r Tann; ul payment are suhject at Owalwe a ilhom notice at file discretion nrwdler. H. t t.' E:S, :1m• l:re, duq•, toll. too. fripost, charge or other o.muticnt, or the amount equi%nleul thereto, and ;tty increau: th, rcor c no\\ on trealler intpoS'A. levied or a;.;,.wd by any ao\aritur d aOthoriry upon. rnaa-itlud hc. incident to or as a resadf III the l nsaviiolb herein provided lax (tither Jilin loculi slava mud Federal net iaeorm,h:c:es measured by the net income of yeller from all wurces), or the truutnlrlotfon. imputation. prueh.Icliun, m.nut roti:. US', Oe u\%v,:rship or ih:: g,wds covered by thiq ranlrni. shall. '1'cullectible or I-A\vnbla by Seller. be paid by Buyer n,I dam:utd by Selicr, \ny such payment; shat be in addltiou to the prices olhcra•iiv rrovided 110'r fu this cOmncl. lluyar sl.i'll. at Sellar s riplast, a�;auto laid dclfrer to Seller +uch ccllilicara or other dnnimant> ns Seller may raasonahh' require in ,rifer til enabl•: $.-•Iter ru ,crura :my [as r�emption which ma+ ba m ;Iil,ibly in connection with sides or dalivarias hereunder. I. W4.1\ rRIFS. product delivardes shall he nuule by Scller to Nuyar al the locations specified in L•:Xhihil A (except as othatl\ise prat idcd in section 22 with respect ul any Uiscrctionun' sules).. Tide ;and risk Of los sh;tll p;c s to Buyer at the point of deli\en into Buyer's Inrcks. railcars. storage facilities, or tither raeeiving unit, Ir deliveries me to be ;tittle into \ehiulc, supplied by Buyer. sellar shall not be required to orale such delf\eries into such \chicles uuluss life%' areclean and eruph inulhediafcly prior to dcdt\•ery and shall not he required (p lu:,d or deliver quanrittec less Ih,,a the lull cuplll-1t4 of -tile \ah{cda. ezeepl ns olherltise authorized by Scller, If dehtarncs are lu he mode inru 13uyar's stodge lacilities. Buyer shall pro\ ids storue facilities Ruffickilt 10 enable it to rueehe such Miseries and shall provide Seller \rlth unimpeded access to mukc deli\crics 2.1 boars per tilt, Buyer is rcypunsible for ensurill that an) t chicles and facilities used to recei\e deliveries are in cnlc condition and that Buyer's sturaia Iacilitie.s can be accessed soli::) Seller shrill not be ubijeated to make am• ileliven to Bu\cr rhat c:uuux be it salcly in Sellers sole judgment. Buyur shall colapl; %ill, such re, asnnahla rules and re ulmi;ns us Seller tau\ cstnhli;h regarding deliveries by Seller into Buyur's \ chicles or alaa¢a lacilitics. Orders For deliveries sbmll be phiced h\ Biller pith such ad\unce notice and fn such snannor it;Sella' may docignala. t<. Come'rs OF INTEREST Ncithcr Ba}cr noram direetur. englloyee or agent of timer shall (1) give Iii or r"ef\c h•um •111\ lir:culr. enlploI or ueent of Seller or its IVIllfatas ;m\ contmistiton, Ice, or r6cae. or an} gilt or entertainment of,fenfticaut cost or value in connection \rith this contract. or (21 eater into ars business arrange tent t\ith any director. employee or a�1a at of seller or its off Bales (olhcr than as a reprountatbe it[' Seller or its alI1lfufe�) a ithotn prior \vrimm notice to Seller, riu\er shall promptly% notdh• Seller ofuny violaliun of this section & and anp consideration rcceited as a result nl'sttch \iohntion shall be paid a\er or credited to Sollur. Am raprescatitth l: otahori-red b} Seller nim audit any and all rewrdi of tiu)er for the sola purpose of determining whether there has been compliance With thiascetiun S for LIP It 24 months after file termination of this cunlruel. ['RfVCT1TIO11 Or Yf,11FC)R11'yl'E .41 '()R. 01: S(IPPII;, Thera dell be all obligation to cell or or recedelit_ef. pr to purchase n*e, prutluci tmaar'llii aii'rilriitt i�l Cin `ntiiliiG Ilio CNIL At:"iti,fFl b, achene ate proventeJiir fiinderetl by act of' God. lire. riot. Inbur dislurbances (\vhcttcr involving cnhptuyecs urthe party aMcted or ol'others and regardless ortvhcdter the disturhimee could ha settled by acceding to the dernands On labor group). accident, lvar. tilt: osis of any gntemment tat ;Why ler el, lihreign or dumeaiel or any causes beyond the naso iabfa cunlrol of aha pmN allccletl, \obeli,>r ur not shulflar to nor u1 - life litrcgoing catses. bila it, :tri ifuerruptdori. loss or shormge or liecessan eat ilitie: or SuppFus. ur uncirm-inties in the supply:demand sitomfon (which amp laeludu It decision by Seller that aha costs Or ionic Products which alight be available are unnemonublaf. Seller fit:tr not ha\•e sulliefcnt supplies nl'ouc nr more of the products Co\cred be thi i coutraet to Inert the till! requirement: ul' Buyer. ot'Seller's other customers, anti of Seller fur its o\\n uNt. tf tltart u (I shortage ur' Products dolkorlibde under this contract, Seller tray alducnta deliveries oravaidable products anion) Bayer• Seller's Other costumers (contract or otlhcr\tise. including Seller'., ai'Miahs) and Seller liar its o\w use, un an} basis \\hich in seller's sntc judgrncnl is fair and reasonable. allu\\ittg rur Such priorities as Seller deems appropriate. Alloeatlon is Gtir sold re,i.;anob'c even if ii fs based on it shurl:rge in the th n-enmamplated sous: ol'supply- or a general dioringe i t the supply %\ wni of Sel ler or ita :10iliate; ur tel hfsturical or pinioned delircrics. lit. OII_ cP11.1.5 If a prnduaf spill occurs unyniten in connartiaA \\iIh Buyer's perluramnee orthis cunU:x 1. Boyar shall prumpdp notil Seller and the appropriate _ovenunental authuritdes and shall take nnntediatc action to clean up the spill and pre\rat limber dmn;n t . Upon receipt nCsuch natitication, S�IIar shall have the richt. at its election. to pot\ ill . or eausg n 6a pro\ idol to Buyer such additional ItuutPoocr, equipment and material its in Seller's sole discretion are deemed reasonable to complatc the claaaup in a sullsf lctnry milliner. Buycr shall pay and he responsible lin. and tltyer's indemnity oblitalion under section 11 of this contract shall include :111 costs and espcnses incurred ill cannecaion With the etc:m-up oprtntiou,. including reimbursement to seller I'orall ul'it3 casts had expenses. --.Ind all fines. charges. li.•as nriudgntents'hthpdstl,h crr telied hj'rin} Federal. state ur local _gm-erumental auency as a resell of sucll spill. csreph in the event the zpill rasulred safely Ir\nn any act ur emission on Ilse Port ul'Scllcr nr Sellers cngtluyees. Product Sales C'onlract ( Reseller) 03:1-02013-03) RF --A i); 12 1-1 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 i I IKI)I%\•I\I�fl'. Hover :hall inJrmnifj•, deIen•.I and hold harrnles; Seller ;utJ it. ;11'W610. ;rod thrix rr;pLmivc dir;cturs. Cflip lu)r:s and sant.. from and ogaitrsl any unit ;III expense, (including aliontty Ictal- liabilitiwi and cl:tiro, al tchatitmrtr Lind and nature includin Ihua• Inr clantaee to prtgtert\ (including properq' til Bowe). of iter ilUur}' to or death of iniv person (including Iluy ,-r). dirccQy or indirectly arbine or a)lc;td it) arise urn of umr in atea curunttcd Mill the acquisition. sluragr. handling. or u,e of' ally product[ purchased under this tamtr;ut. or Leith the mainrtnantt. upkeep. repair. replaeanleiu or uperatiun til• alIN pr;Iliacs u,ed by Buyer in connection frith this contract or am•tltine lijimied thereon. Inclutfiny am aet of. omission of Buyer or Ilnytr's ugrnls or employees in IhC perfinnuulci ufAllk conu'act. or in die operation uranv rchicla in cnnueeliun ttith BuNct's business. The liti-goine indemnity shall not apply to the extent ;end only to rile exicnf such axpenw. liability Lir claims rr.;ull Isom Seller's salt oeaidgcnCe or w•illlid nli$COMILICL 12. lfsmirs. In this egn:Iat. unless mharwise sewed or the cunfaxt othertri,e require_. the liillorrin_ definitions and usages apply; • 5elh; and it; aflilialca' nic:m; Seller. its itkinwre parent omilmoy Chrvrun Corporation, and di: subsidiary and afliliaied crmip;utias of each ul'Ihcni. • "(..S.- refer; it, the United swtrs ul' America. ;tad all prices are expres_ed in U.S. currency and all units til' nwaiure fire in U.S. units. • " Inchides' menns ••includes, but is not limited ht," and-inctudimi' mems -'includinu. but oat limited to:' • Action, p nmined under this contract may be taken of any' time ant( from rime to time in the actor's diseretion. * '-A or B" mean; -A of R or both..' Ij. APPLICAGLP.. LA AND OISPL -IL, RESC)LIITION. This euntr;Ic1 shall hu etmerned. Cun,tnted. interpreted. cnlitreed and the relations between the parties determined in aeeord:nice frith the hnes of Iha stale of Cahlin-nia. without reguird to its chuiCo or Loc rules, In the event it dispute exists with respect to (he infurprotation or perlinrmanec til: fir the relationship treated h}. tilt; contract. the parties shall t(lentpt in good faith 6) resolve the dispute 11' such cllbm prole ttnauCcesslul. caeln p;rrty agrees In eunaider rho use of mediation. Ininrtrial. arbitration or other allermuke dispute (Qsululion techniques prior to resunin. to litigation. It'luddatiun, mini -trial. arbitration orother atterntui\e di,purc reeululiun Technitpte, arc utilised b) the partes, r,Ich party agrees (hat nn imard or decision resulting therefrom shall include pumititt dam,i_cs, it'the parties are unsuecesiritl in their good laith alli mpt [it olhcm ise resolve a dispute. IIIc parties herehy invi oeubh and uncunditiunally consent to submit to the esrlusive juriittivtiun ur the courts of elther (I ) Contra Costa Cuumy in file Slate of C illif'orain. or (2) the IWcrad couns of Qtr Northern District of Culifornia. fur any actiuns. suits or. procee(lin¢.i ;rising. out of or rohuln to this cnntr'act (and the parties each terao not to emmntance un) nelson. suit fir pro"eding relating thereto except in such coons) 14. PRIOR AOREEMIRNTS: WANfR• \IODIIICATIUJIS. This contract constitutes the entire auvement al'the p,irtdei lith respect m its subject matter and terminates and supersedes any prior agreement. understanding r• pruseme(ion. or proposal relating III rte sale by Seller of product, to Buver ut the dulitcry locations spttilirtl in L\hibit A or aneillury Dkeretinnar) Sales contemplated by section 22. M%tit•Cr by Soifer or Dwyer ol'one or more hunches of tris contract shall not he duented In he a %tatter of un) tither or continuing branch. No modification of, this eontmcl. find no tcaivtr of* tiny of its provisions. ,hall he biindin_ nn SCllcr'nr Bu�ei tiril s'ih writfh; and i n�rl`b�-S Ilci'anil`F3ncer: --- 13. SCVtR.1Bll.fl l'. II' any prim islnn of illi, connect 'shall be a(1iudgad int•alid or ummlurceahle by a court ill' competent h juri,diction or } uperaaion ol'any applienhle lute, such provision shall he deemed mltittad and file reinatning provisions shall remain in Rill fierce and A'a. 16. \IS S. Ruwr ucknnwia(Igcs receipt (10latu610 Saltily 1)alu Silcox (41SDS) Ibr all produels cuverrd by this cuntruel. 17. ).g.1 AGE'S, In no c(cot shall Seller be liable I'or any special. indirect or consequential (lautaees ur;nly kind including loss of pmllu. lu;, tit' URC or claim: ur Buyer'.; eustoniers due, to luss of service w1wther the: d:unage; are based in contract or tort lincludim,, ncelrg,nce or itr•ict tiabiliIv) or otherwise. Buyer's exedusire remedy liar my and all loi,es tit damages resulting iron the purchase orprodueli under this conlmci. including. but not limited in. am• allegation Ill' breach orw•arralcy. breach of Qomrao. nugh,--envc or atria liabillty. shall he limited. at Buyer's opliun. •o either the return al' the putehase price or the rcphl enIcnt of rhe fuel for which a Chaim is proved. 13 1\51G\\If•_VT AV>? UCI,FGr\'lIC)V. This euotruct i; ptriunnl to Laurer and Buyer Shall Ifni, subject un any valid raquiremcnls of am applicahle e-Iatule. nsign ung.• right, or ticlt_tut any duties that Buyer muy have under this cuntram either initntmrily. imuluntarib: fir by upcmtiun of I'M, or othertrii. ivithum the prior wriutn consent til' Seller. It' Buyer is a Curportiun. any i;lk, e0ovey;utce. ulielmlion. transfer or other chance or imerest ill or title ro or beneficial ownership or.50 percent or more (11' the tonna_ stock (or securities con\'tnihlc into 311 percent fir more of the rating, stuck) til' Buyer either --- voluntaril,. inculuntarily, by-operatiOn al' hot•_ -merger or other eorpomie pruceedines. or otherwise, shall he construed its an - -- assignment of Batter's rights under Illi: contract. Scller may assign aux- of its rights ordelegate any of ili (duties under this comma wilhuul Buyer's consent. Product Sales Ctmlrata (RCiellcr) CRI.0200•03) RFA U i 12;14 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 v \lll l! I ti `vnbx, I„ he ri•iu un;Irr Ii, v, in ric+ •ha: ;n :,;•In: .bol j.,i, ..! .,I t :!:;!.I. ,r I•;, >::r nr :,' 1.,.. , ore !,, !I!� other P:u'1) ai OIL:: approprl.d: addr:•.,, ;;pet.ilTed w I Ofl-il 1. •,r 11 „n:6 t•utcr atldra::• .t; �ithcr )'art• wa! de,i•_nalc h, t1i iuen noliec h1 tLc u;h.9r olica:..hall be eli;ttita at Bala .otl;ceipl -'„ TFI�\(I\_\'fh)`. �aUrr ;Intl Bilk 'r ;hall h.ua lh. right to I:n ti ml._. flu, contr,tu al an; lima wlhunl c..we upon ;'n in die udter p,u'q Al lest .10 da" pr!ur ttt'iuen notice o1' wrntinatbun tomin:luon u1'Ihi: contract A1,111art rrlic,c the p.trti:. V n_;p++n;ihili!} till nl±:ig.uion., inrun'.d prior Al Icrminntiun. II' Seller continue; to .11cePt urd:1:, POW Bu;-jr lilr Ilse produc•: entered Il this contract I;dlo"in_ epilation al' tht Ienu nl• thi, con!r:r.t, ,uch .:s.5 ,hall be upon ail uI' [lie tcrm, ,11•.l c+nxliliun; of tl1i: tootle -1: Pru, J,:d Ihat ;uah saki zhull ant Ix cllil,,!rt1.:1 V. a itIc uc .1 r ne,, d yr lhi, cnr.h I:1 1•.% npel nitro, ' oruthuuj,;z. ? 1. m \qP \� 11;_ 1a9dr 11.11, ua: ilrn :1 Iia, tit IC lu (Ile Pr•1i acts su d tooter thi, caner tet. I: Yt; !� l' I .\C 111111 K\\ li,U PR.+ t\'IDli ) ( THE I—ORIrU71\G Sr.`;II.NCIr A\D IN IHt• l•Iltsi si:`,rt.\LE UFSE(TiC?\ ; Cr TIM l'C1\'FR\Cr. lit. \'ER 1l'F��.t1ULF(.)(il'a 1\D HLRYBY .1CCF.P1'S III\T Sf ,LLR LSPIir.�Sl.Y I)Liti:l \vl 1\I) 1lL (.iIIII:R U \RR \'\111iS. F\I!kI:SS t)R I\IPl.11il) I\CLL DIV., 111'(111!1. f Uul r.ltuoN. ANY .\\D .\L I. 11 1kR.1\ I IFS tIF \IF:RCII \` I' \811111 OR r[I \eSS FORA PARTICIL LAR Pt RPO41, 1\n VN1' M ARR \\ HL-� 1,\1' COURSE. OF DE:\LI�Ci t)R US.1Gk t)F TIi \UF, 12, \R1�V PS Seller and Huyci m;n (bill are not uh(i:_nt ! (,) in talO u:lnaacl'un+ lire product+ or dv it -.'IN luejuan: not sPeclticd in E\Illbit A rms'eretienan Saler"). L nlvs. nlh:nciac "rcal In 61 t\rn(np b; ticllar and liu}vr. ;ut) Ui.rauunar} Sale> shall be JevmcJ made"under this emttr:rar Mid on i1c (cmt ak,.vpt that the >pL;ailiv prnduct.t, Pr!cew gaanulie>- and ctrl t en Incation: lior Dioereti nztn Salea shall he .0 muu,10% agreed I Ipon b; Seller and Rn; cr I'm rseh such transaction. Thv quantitie, ul'prf,duct., sr.•Iu in Di;erct(ritarn S:deN ,11;!11 nrn count agah..r the ntininrmr ur uln,tinnull tnhutte; ypeeilied in F.\hibil A. - ( Ito ran Prodi ontpnnN'. edit niirn 111 . C n !`.5.;\. ' r l(I 2•�r �, \horse! in Duct Dern nd Joh son. Manage(, t',Or!)n1PrC'a: Products S„ppert Prod -l. ',.ties (ortrt;rt ( Resells) POrti 470\1,01.41) 1 !'I;tll IAC, H} • !� is � ':�'.��i,� •' I ; (;f_� �, . Tit �( `" ✓/�..4v { :_y.;r��_`7.[-. — C& RI'\• I); I __ I DocuSign Eovelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Chevron 1 t! E V 11111T 1 Exhibit A - RFP E-03-22 !;tsh Chevron t* T-11 Q�,�� Nlaximurn Product \Nome 1'nlume Gallon 1 plume Gelllln 1)ii'F pfl F Price Pricing C), jr F-Jnuiy of Lrands suppl+ Y. Win tnti Location Delh-crcJiininnlru Siude Nlaximurn Product \Nome 1'nlume Gallon 1 plume Gelllln 1)ii'F pfl F Price Pricing per �lnutlt rcr 1lnnth Description Prusision Clear Dyed Ip^, T -\QIP \ i 1. I I,.\[ C, G\LiUr IS/ nil (�hral' CI t[FVRi %y! Unbranded I L 1.5 SojNa: `75.0(Rr =) a C! guy DF2 10'I FTLr1U0E1tD•\LF. VALC'Ut FI 'ITRI Ci lE \;.OV l'rutk 1:111 rinded) LQS 1.000,M) 1 I,pt,000 I , CONV DF) -_;.l l till 0RLA%'4'C>L? FL TRV CALCU hIUD(ER \IOR(i kV Truck (Ihibrandedi ULS CI 116.07 ICARal 8040 OF_ Pricing Provisions L OPTS CA CAR = OP/S Prior Day California Cap -At -Rack Assessment for Motor GasOAre (CTSIGAL). During periods when OPTS publishes CAR quotes for both scmxner and winter grades. Chevron will use the quote for the newer season. OPTS CA CAR = OPiS Prior Day Califomia Cap -At -Rack Assessment for Motor Gasoline (CTS/GAL). During periods when OPTS publishes CAR quotes for both summer and winter grades, Chevron will Ilse the quote for the newer season. 3. OPTS CA LCFS = OP1S Prior Day California Low Carbon Fuel Standard for Motor Gasoline (CTS/GAL). +, 1 he per gallon price sshieh Bu)ershall p:q Seller I've PRODUCT \ KME delivered te.thti DE-l.IVE•RV i.00ATLU_V shnii_be escrhli5haii fi?r the tlnt� nl`Jrli�elti usini ri r us pricing hosed on PRICT' D[SCR1PTIt)V piu+ DIPC The price abo- dao, nor relied npplieuble I:Ises and L?o%crnment:rl lues. %%hich will be added to the final invoice unicss dcoured as exempt 1?} the llu_ cr. For Pl.nt's'iir NJIS_bascil pricirig. it'piicinu includes ([;nisi on a \%hich the market is closctL pricing %sill he ealculmed using the prior calendar any on Wllch flu market is open. \rrtict! Addr'e9sev Seller. Uu)cr: Chc\roo Pruduct.s Lrmpmty PORI' CONSCAAD 1I I -U) i\C Attn: Brian ( domes. General Mannuer Attn.i)un Carh nr ljl q_LtJ�riyilUfl.Str.Cel— '_Ia.LS1=Ld'I'irisl\•'I.\UL' —_.-- --......--- Houston ,1 \ 77002 - — 17. LAUDL' RU:\LE_ f I, 33.i 16 UVI I Fp SiA I hS [Ji lei: (302) 120-71141 I'd.- (800116,13-5823 at 233 Product Sales Contract (Reseil,er) cer-o�nl;.os) REV 05 12 14 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Product Sales Crnitrect Weider) Exhibit A - RFP E-03-22 C&I.030(,•03) /'' REV 0 1?/1-1 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA s energy Indigo PETROLEUM PRODUCT SALE AGREE1MENT IUnbrnnded-Term-Roc kl Exhibit A - RFP E-03-22 This Petroleusr Product Sale A�reernc�nl ("Agreemeni"), dated to be effective as of October 1, 2016 (the "LJJ" etive Date"), is entered into by And between PORT CONSOLIDATED, INC„ a Florida Corporation ("Buyer"), and INDIGO ENERGY PARTNERS, LLC, a Georgia limited liability company ("Sellar"). Each of Buyer and Seller is referred to herein individually as a "Party" and collectively, as the "Parties." L Term. The terra of this Agreement (the "Tenn"), shall be from the Effective Date through September 30, 2017 (the "Expiration Date"), 2. Purchase and Sale. Seller agrees to sell and deliver to Buyer, and Buyer agrees to purchase and receive from Seller, the product or products described on Exhibit A (collectively, the "Products", and each individually, a "Product"), in accordance with the terms and provisions of this Agreement. Seller's obligations under this Agreement are expressly conditioned upon Buyer satisfying Seller's credit and other financial requirements, 3. General Terms and Conditions, The general terms and conditions set forth oil the attached Exhibit B are incorporated herein for all purposes, 4. Volume Requirements; Delivery Point. Exhibit A attached hereto and tirade a part hereof designates the monthly ratable volumes (the "rYfoathly Volume"), and total aggregate gallons (the "T„tar Volume”) of each Product that Buyer has agreed to purchase under this Agreement, and further designates the location (each, a "Deliver: 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 "/"blrtuur 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 Volume. The volume of Product purchased will be determined solely by the amount set forth on the net bill of lading generated at the Delivery Point. The Monthly Volume may be adjusted from time to time upon mutual agreement; provided, however, in such case a formal amendment to this Agreement is not necessary, 5. Price and Payment. Buyer agrees to pay Seller, at the prices specified therefor on Exhibit A (the " Pride"), for all Products purchased under this Agreement widen 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 imposed, 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 Price and will be billed as a separate line item on each invoice. 6. Termination. This Agreement may be terminated by either party upon thirty (30) days written notice. 7. Ratability. Jn 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 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 90"0' of the Montlily Volume for n given Product at a given Delivery Point, at Seller's sole discretion, upon written notice to Buyer (the " Underfift Notice'), Seller may reduce the Monthly Volume thereafter required to be sold and delivered by Seller to Guyer to the actual amount purchased by Buyer (the "Adjusted klontkly Volume"), which amount will be stated in tile Underlift Notice. 8. Miscellaneous. a. Notices. All notices required by, permitted by or otherwise related to this Agreement shall be in writing and sent by ftcsini le, overnight courier, hand, registered or certified mail, return receipt requested with all postage Billy paid to the relevant Party at the address set forth below the signature block below. A Parry m,ny change or provide additional notice information to the other by 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 Business Day, on the immediately following Business Day, (ii) if sent by registered or certified mail, return receipt requested, on the date of receipt, and (iii) if transmitted by facsimile, at the time of transmission with answer back confirmation of receipt. b. Counterparts: Facsimile Signatures. Tile Parties may execute this Agreement in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of all of the Parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile or electronically scanned transmittal (including via electronic mail in portable document format) is effective execution for all purposes under this Agreement, [signanu es commence on folloiring page] 40W.Wv' DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 Buyer and Seller have executed this Agreement to be effective for all purposes as of the Effective Date. BUYER: PORT CO By: Name: t� Title: - Notice to Buver: Port Consolidated, Inc. Attn: Don Carlton P,O. Box 350430 Fort Lauderdale, FL 33335-0430 Fax: (95.4) 527-1191 NOW,IA = SELLER: INDIGO ENERGY PARTNERS, LLC By: Name: David Mansfield _ Title: Director of Sales Notice to Seller: Indigo Energy Partners, LLC Attn: ]3kk�§for4&,- David Mansfield P,O. Box 2535 Gainesville, GA 30005 Fax: (678)923-4925 [Signature Page to Petroleum Product Sale Agreement] DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA EXHIBIT A TO PE,rROLEULNI PRODUCT SALE ACREELMENT Certain Detinitions: Exhibit A - RFP E-03-22 PLATTS = Platt's Oileram Price Re.ort. Same Day = Quote for the day of delivery, except for weekend or holiday days, for which the most recently relevant quote will apply Delivery Point Product Price Per Galion \ionth Volume (in Gallons) 1U 15 — US 10 45d lFPRT Lv!-,ds FL -RIOT Depot GN NIV 2D (S-15 PPYI) OC'T 1,050.000 NO\ 11050.000 DEC 1,050,000 JAN 1,050,000 FEB 1.050,000 iwIAR. 1.050.000 APR 1,050,000 GN NR 2D (S-15 PPVI)-DYED NIAY 1.050.000 JUN 1.050,000 JUL 11050,000 AUG 1.050,000 S[ P 1,050,000 Total 12,hD0.0i?0 • Seiler may increase these adders daring the Term if and to the extent that Seller's actual second iry casts increase after the Effective Date, but must Ove Buyer at least 30 days' notice of any changes before they become effective. [End of Exhibit A] DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Fupc-Insolidated �,r 3141 SE 14th Ave. • P.O. Box 350430 Ft. Lauderdale, FL 33335 Phone: (954) 522-1182 Fax: (954) 527-1191 Toll Free: (800) 683.5823 .January 12, 2017 Jeff English City of Pompano Beach 1190 NE 3rd Avenue Building C Pompano Beach, FL 33060 Exhibit A - RFP E-03-22 Obligations of Co -Op Participants — 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 the obligations of the Co-op participants. I. 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 a -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. Sinon ly on Cra President Port Consolidated Miami • FtIouderdals • West Palm Beach • R.Pierce • Orlando • Jacksonville - Tampa www.poriconsolidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA PTW Consolidated 3141 SE 14th Ave. • P.O. Box 350430 Ft. Lauderdale, FL 33335 Phone: (954) 522-1182 Fax: (954) 527-1191 Toll Free; (800) 683-5823 January 12, 2017 Jeff English City of Pompano Beach 11190 NE 3rd Avenue Building C Pompano Beach, FL 33060 Exhibit A - RFP E-03-22 Contingency Plan of Action — UNLEADED GASOLINE & DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL COOPERATIVE GROUP Dear Mr, English: Per the terms of the RFP, the following is a brief description of our Contingency Plan of Action, 1. Port Consolidated has contracted with 3 different suppliers in Port Everglades for approximately 4 million gallons per month of diesel and 825K gallons per month of gasoline. 2. Port Consolidated has contracted with 2 different suppliers in the Port of Tampa and Orlando for approximately 2.25 million gallons per month of diesel and 375K gallons per month of gasoline. 3. Port Consolidated also has active accounts in Port Everglades with 7 other suppliers. 4. Port Consolidated operates 13 different petroleum storage facilities in Florida that can hold up to 3 million gallons of product. 5. Port Consolidated has more rolling assets than any supplier in the State of Florida. We have the ability to shift those assets from one market to another depending on where the emergency needs arise. 6. Port Consolidated fills any/all petroleum storage available throughout its network prior to any named storm. This storage capacity will allow us continuous operation while the other terminals are not releasing product. 7. Port Consolidated operates 9 offices throughout the State of Florida. We have computer servers stored at a hurricane proof facility in Dade County. Our office can function from any one of our 9 offices throughout the State. 8. Port Consolidated has 6 satellite phones to utilize during times of crisis when AT&T is not operating. 9. Port Consolidated has a fleet of mobile generators in stock to position at any of our locations that may experience a power outage. Miami • F1.1-auderdala • West Palm Beach • FI.Plerce • Orlando - Jacksonville • Tampa WWW . ponconsolidaf ed.coitt DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA 1l L o �r C®nsofidatad 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 Exhibit A - RFP E-03-22 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. These 11 simple steps should allow us to function properly throughout a time of crisis. Should you or the City of Pompano Beach Purchasing Division have any questions on this proposal, please feel free to contact me at any time. ?.Si ,aren t Port Consolidated Mlaml • Ft.lauderdale • West Palm Beach • R.Piarce • Orlando • Jacksonville - Tampa www.partconBalidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 ESID 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/Statelzip Fort Lauderdale, FL 33316 Telephone No. 800-683-5823 Fax No. 954-527-1191 Email Address dcarlton@portconsolidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 nionthh, usage of the various fuels included in this Request for Proposals. SPECIFICATIONS 1.1 Successful Proposer will sell to all participating agencies the following products (tile "Products'): • "Ultra Low Sulfur diesel": No. 2 Ultra Low Sulfur, on -road, clear, taxable diesel fuel per ASTM D975 -08a specifications, or latest revision. • "Ethanol Gasoline": 10% Ethanol blended gasoline per ASTM D4814 -07b specifications, or latest revision. 1.2 Additional, Optional Fuel Products: • Midrange Unleaded Gasoline: Minimum Octane of 89.0 • Ultra Low SUlfur #2 Red Dye Diesel • "5% Biodiesel Fuel": Ultra Low Sulfur 5% Biodiesel blended fuel, on -road, clear, taxable diesel fuel. The 13100 will conform to ASTM D6751-08 or latest revision. • "20% Biodiesel Fuel": Ultra Low Sulfur 20% Biodiesel blended fuel, on -road, clear, taxable diesel fuel. The 13100 will conform to ASTM D6751-08 or latest revision. • E85 Fuel Ethanol: Shall conform to the chemical and physical standards for fuel Ethanol as set forth in the ASTM International Designation D5798-99,"Standard specification for fuel Ethanol (Ed 75-Ed85) for Automotive Spark -Ignition Engines". 1.3 The products supplied as a result of this Request for Proposals must conform to the specifications of the State of Florida and comply with all Federal, State and local laws and regulations as applicable on date of delivery. Page I of 9 DocuSign Envelope ID: C327F0DO-D8DF-4343-B5DB-90853D1ED8AA 2. PRICING METHODOLOGY: Exhibit A - RFP E-03-22 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 "OPTS Contract Benchmark File" as described herein foi- the rkrte of rlelivery of Prodrrct 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 (+)/(-) (+) (-) er allon* per Ballon* 1 87 Octane Unleaded $ 1.P) p, 0/ $ 61 D Y 2 Diesel Fuel #2 Ultra $ (_+� (), OL 9 $ Q . L) �Z y Low Sulfur 3 Lump Sum $_ /each $/each Additional Delivery Charge for Deliveries bevond 30 mile radius of Port Everglades only. * Calculate differential proposed to fourth decimal point.Differential 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 LYhanol 10% Unleaded Unbranded 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 Unbranded Rack Average prices. Page 2 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 EDBAA Exhibit A - RFP E-03-22 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 regardless of the actual varying road miles required to be thriven to make deliveries within that radius to each tank location. Thedifferential proposed for Unleaded Gasoline and Diesel Fuel or any additional fuel Products shall not change during the initial term of the contract or anv 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 selected proposer shall apply all applicable credits and discounts to the price charged to the Co -Op and identify and reflect the diSCOUnL 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. 2.7 Additional Fuel Products: Proposers may submit under a separate cover a price proposal on the following fuels. Proposers must outline the Pricing Methodology for each additional fuel product proposed. Item No. Description 1 Midrange Unleaded 89 Octane 2 Recreational Unleaded 90 Octane Page 3 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA 3. TAXES: Exhibit A - RFP E-03-22 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. 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 OPIS 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 OPIS Index prices becomes non -representative of the market. D. The Successful Proposer provides clear and convincing, proof that market conditions unrelated to the OPTS Index have been materially altered from those that existed at the time of award or renewal of contract. Such proof may consist of contracts with suppliers, invoices or published indexes, etc. 4.2 The City may, if deemed to be in the City's best interest, elect to modify the pricing methodology in the situations listed above in the following manner using any nationally recognized, published benchmark or index. The firm markup or discount will include the vendor's cost of product, profit, delivery costs and any other costs. The firm markup or discount for Unleaded Gasoline or Diesel shall not chance during the negotiated term of the contract amendment. No other charges shall be added. Page 4 of 9 3 Ultra Low Sulfur #2 Red Dye Diesel 4 Biodiesel Fuel B5 5 Biodiesel Fuel B20 6 E85 Fuel Ethanol 3. TAXES: Exhibit A - RFP E-03-22 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. 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 OPIS 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 OPIS Index prices becomes non -representative of the market. D. The Successful Proposer provides clear and convincing, proof that market conditions unrelated to the OPTS Index have been materially altered from those that existed at the time of award or renewal of contract. Such proof may consist of contracts with suppliers, invoices or published indexes, etc. 4.2 The City may, if deemed to be in the City's best interest, elect to modify the pricing methodology in the situations listed above in the following manner using any nationally recognized, published benchmark or index. The firm markup or discount will include the vendor's cost of product, profit, delivery costs and any other costs. The firm markup or discount for Unleaded Gasoline or Diesel shall not chance during the negotiated term of the contract amendment. No other charges shall be added. Page 4 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 EDBAA Exhibit A - RFP E-03-22 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. 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 OPIS price for that day with the appropriate differential as per the contract. Successful proposer shall list separately on invoice each individual non-exempt tax/fee and the amount of the differential. 6. ORDERING & PAYMENT: 6.1 Each participating governmental agency will, based on the award of contract made by the Lead Agency and with the same prices, terms, and conditions establish its own contract with the successful proposer(s) in a manner acceptable to the successful proposer; will issue its own purchase orders; will require separate billing and will issue its own tax exemptioncertificates 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 617 each Participating Agerrcp 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 Page 5 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 • 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: purchasing@copbfl.com. 8. DELIVERY REQUIREMENTS For the put•poses 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 Carriers 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 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. DELIVERY/RESPQNSE TIME: A. Delivery shall be required within twenty-four (24) hours unless an alternate delivery date has been requested by the Participating Agency. Page 6 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 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 horn's 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. 1-l. 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. 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 Page 7 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 product(s). Carrier shall be responsible for prompt and thorough cleanup of all spillage, as per EPA specifications, and for any agency lines 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 613, Volume Il, Petroleum Measurement Tables. Delivery tickets and invoices shall reflect the net gallons delivered after temperature compensation, N, Any Tankwagon deliveries will be metered in gross gallons and invoiced in gross gallons. O. Agencies will accept fuel from trucks with sealed State approved and inspected meters, Trucks that have State of Florida Department of Agriculture and Consumer Services sealed, calibrated and certified compartment tank volume markers for the petroleum product being delivered, are also acceptable. 10. SPILLAGE: A. The Contractor and/or his subcontractors making deliveries shall be fully responsible for any errors or mistakes that require clean up or gtound 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. It. 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: 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 Page 8 o f 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 to ensure reimbursement or replacement for loss or clamage to property through negligence of the Carrier or its agents. 13. ADDITION OF DELIVERY SITES: Each Participating Agency shall be able to add delivery sites to the attached list, with 7 days notice to the seller, Page 9 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA CVW Consolidated 3141 SE 14th Ave. • P.O. Box 350430 Description Ft. Lauderdale, FL 33335 Tankwagon Delivery Differential Proposed Phone: (954) 522-1182 Midgrade UNL 89 Octane E-10 Fax: (954) 527-1191 +0.199 Toll Free: (800) 683-5823 :January 12, 2017 Jeff English City of Pompano Beach 1190 NE 3rd Avenue Building C Pompano Beach, FL 33060 Additional Products — UNLEADED GASOLINE & DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL COOPERATIVE GROUP Dear Mr. English: Per the terms of the RFP, please see below quote for Additional Fuel Products: Item No. Description Transport Delivery Differential Proposed Tankwagon Delivery Differential Proposed 1 Midgrade UNL 89 Octane E-10 +0.099 +0.199 2 Recreational Unleaded 90 Octane +0.099 +0.199 3 Ultra Low Sulfur #2 Red Dye Diesel +0.149 +0.349 4 Biodiesel Fuel B5 +0.049 +0.149 5 Biodiesel Fuel B20 +0.049 +0.149 6 E85 Fuel Ethanol .10 under 87E10 .10 under 87E10 7 Biodiesel Fuel 135 .01 under ULSD 01 under ULSD 8 Biodiesel Fuel 1310 .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 OPIS Unbranded Rack Index as outlined in Section 2 of the RFP, "Pricing Methodology". Miami • FI.Lauderrlale • West Palm Beach • FI.Paerce - Orlando - Jacksonville • Tampa www.portconsolldaled.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA U01MV C®nsodidated 3141 BE 14th Ave. • P.O. Box 350430 Ft, Lauderdale, FL 33335 Phone: (954) 522-1182 Fax: (954) 527-1191 Toll Free: (800) 683-5823 Exhibit A - RFP E-03-22 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, 4Sincer on President Port Consolidated Miami • Ft.Lauderdale • West Palm Beach • FI.Plerce • Orlando • Jacksonville • Tampa www.partconsolidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA O�11-1 CPW ns®Iidaied 3141 SE 14th Ave. • P.O. Box 350430 Ft. Lauderdale, FL33335 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 Exhibit A - RFP E-03-22 Alternate Proposal — UNLEADED GASOLINE & DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL COOPERATIVE GROUP Dear Mr. English: Please be advised. For those municipalities that wish to haul their own product, Port will deduct $0.01 per gallon from the standard delivered transport offering. Port Consolidated also has the ability to arrange for "Fixed Price" fuel contracts. These programs will allow municipalities to budget their fuel costs without having to combat day to day market volatility. Please see the attached "Fixed Price" Supply Agreement. Pricing or quotes for such programs change by the minute. We would prefer to quote accordingly if and when the need arises. Should you or the City of Pompano Beach Purchasing Division have any questions on this proposal, please feel free to contact me at anytime. Siwwnce�ey, r r�, ofi �a� rf •� President Port Consolidated Miami - Ft.Lauderdale • West Palm Beach • Ft.Pierce • Orlando • Jacksonville • Tampa www.poriconsolidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 Port Consolidated 3141 SE 14t" Ave. Exl>tibit A Fort Lauderdale, FL 33335 Petroleum Product Sales/Purchase Agreement SUBJECT TO THE TERMS AND CONDITIONS OF THIS SALES/PURCIiASE AGREEMENT. BUYER AGREES TO PURCHASE AND SELLER AGREES TO SELL AND DELIVER THE FOLLOWING PRODUCT(S) AT THE PRICE(S) AND IN THE QUANTITIES (TO BE PULLED RATABLY THROUGHOUT THE DELIVERY PERIOD) AS SrT FORTH IN THIS AGREEMENT. ACCEPTED AND AGREED TO ON Buyer: Seller: PORT CONSOLIDATED Attn: Attn: JOSEPH R. SISKA Title: Title: CFO /TREASURE Phone: Phone: 954-522-1182 x233 Pae: Fax: 954-527-1191 By: Bv: Print Name: Print Name: Donald Carlton. Jr. Title: Owner Title: President I. F.O.B. Delivery Point(s) Monthly 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. Term: "rhe Termor this Agreement shall be fora period of months, beginning on and ending on 4. Price: 5. Credit: Upon request Buyer will promptly furnish to Seller finaneial statements. references front hanks and trade organizations and any other information requested by Seller, Buyer represents and warrants that all financial statements or similar documents provided by Buyer to Seller (previously or hereafter) (i) do or will fairly present in all material respects Buyer's financial condition as of the date of 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 Tern or the Agreement to secure Buyer's mrtonttance I 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 any obligations of this Agreement in the event Buyer defaults becomes insolvent or files for bankruptcy. 6. Taxes/Fees: 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 superftntd and environmental fees) imposed, directly or indirectly. now or hereafter on, against. in respect of: or measured by the Produet(S). or any material contained in the Product(s). or related to inspection. production, manufacture. sale. use. purchnse. storage. transportation, delivery, or DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 other handling of the Producl(s) or material contained in the Product(s), or any feature thereof, or otherwise relating to this Agreement. The parties specifically agree that the preceding sentence shall apply regardless of any other term or condition contained herein or any other agreement between the parties. Should Buyer claim exemption from any taxes, Seller is under no obligation to verily such status and Buyer shall indenmily Seller pursuant to Paragraph 15 in the event Buyer is or was not exempt from such taxes. 7. Specification: Per Seller specifications. 8. Quantity/Volunie: Buyer shall purchase 100`;0 of Monthly Gallons per each Delivery Point. Boyer is required to lilt Product(s) ratably on a weekly basis tit all Delivery Points. 9. Ratable Usaee: During each calendar month of this Agreement, Buyer is required to lift each Product on a ratable basis by the week at 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 it pro rata basis based on the number ormonths of this Agreement) specified for each delivery point. 10. Defrult and Remedies: For the purposes of this Agreement. Buyers default includes (a) the making otany htlse or misleading representation in this Agreement and (b) the failure to observe or comply with any provision or covenant in this Agreement. In the event of Buyer's default, Seller may seek all legal and equitable remedies, including, without limitation, all rights provided by Article 2 of the Uniform Commercial Code. Seller may also seek its attorneys" tees. costs and expenses incurred in connection with Buyer's default. In addition, in the event that any invoice is not paid when clue or Buyer takes delivery in violation of Buyer's Credit Limit. Seller may at its option (i) suspend or condition further deliveries or (ii) terminate this Agreement. without notice or demand, and all unpaid balances shall be immediately due and payable, In the event Buyer fails to take delivery of any portion of any ProdUet(s) during the Term, including non-delivery as a result of Buyer's deliadt, Buyer agrees to pay Seller immediately Seller's lost profits on the undelivered quantity of Product(s). All amounts not paid when due shall bear interest at _% per annum and shall be paynble with all costs of collection, includinx, without limitation, Seller's attorneys Fees, costs and expenses. Upon the occurrence of an}+ default, Seller may set off against the indebtedness of may amounts owing by Seller to Buyer, whether or not those amounts are immediately payable. Seller shall have the right to require the Bayer 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 prepaid. Notice using the methods set forth in (a) or (b) shaft be deemed effective it delivered between 9AM (F.ST) and 5PNI (EST) ("Business Hours') on a day on which commercial banks are ripen for business ("Business Day"): any notices delivered after Business Hours or on it non -Business Day shall be deemed delivered as of 9AM (EST) on the first succeeding Business Day. Notices by first class prepaid mail shaft be deemed received 5 calendar days after mailing. Refusal by a party to accept notice shall not affect its validity. 12. Allocntion: Seller. in its sole discretion, may decide to allocate or limit quantities of Product(s) available for snle. In such instance, Seller shall exercise reasonable efforts to provide all of its buyers with allocations of Product(s) reflecting amounts purchased previously on it regular basis prior to allocating any Product(s) to non guaranteed quantity purchase customers and/or new customers, 13. Over Lifline: For purchases of PrOdUCI(s) exceeding the amounts set forth in Section 1 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 teens. conditions and risks of this Agreement. 15. Warranties: Seller warrants that PrOdnel(s) delivered to Buyer will conform to the description(s) set forth oil 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 HARrbILESS FROM AND AGAINST ANY LIABILI'T'Y FOR CONSEQUENTIAL OR OTHER INCIDENTAL DAMAGES, BUYER AGREES TO INDENINIFY AND 1-101-D SELLER HARMLESS FROM ANY CLAIMS OF LIABILITY ARISING FROM USE OF Tl1E PRODUCT, WIiETHER SINGLY OR IN COMBINATION WITH OTHER SUBSTANCES. Seller shall not be liable for damages, whether arising from performance of Seller's obligations under this Agreement, tort (negligence), or otherwise for loss of anticipated profits, loss by reason of plant shutdown, non -operation or increased expense of operation, service interruption, claims or customers, cost of money, loss of use of capital or revenue, or for any special, incidentul or consequential loss or damage. Bayer agrees to defend, indemnify and hold harmless Seller from and against any and all liability, losses, damages, costs, claims, lawsuits, judgments, settlements and expenses, including without limitation, reasonable attorneys fees, costs and expenses arising or related to this Agreement or Seller's performance under this Agreement. Buyer assumes all risk and liability I'or and shall indeniniry and hold Seller harmless from 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. 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 detect or Failure to conform with specifications. If the parties agree that the Seller is responsible, tit Seller's option (a) the detective Product(s) shall be returned at Buyer's expense. properly safeguarded against normal transit 2 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 risks as required by Seller, for replacement by Seller or (b) the parties shall negotiate a mutually acceptable amount to be deducted from the Agreement price, the payment of which shall operate as a full release of Seller. Buyer's failure to notify Seller orally alleged defect or failure to meet specification within 2 days shall constitute it complete waiver of any claim with respect to detects or failure to conform and Buyer's release and covenant not to sue Seller with respect to any such claim. 14. Acceptance: Buyer's acceptance of delivery of Product(s) shall constitute irrefutable evidence of its agreement to the terms and conditions set forth herein, 20. Responsibility to Warn and Repmt: Buyer assumes all responsibility for (a) warning and protecting its personnel and any third parties of all hazards to persons and property rclated to the Products) and (b) complying with all relevant reporting obligations under the Emergency Planning and Community Right to Know Act of 1986. 42 USC Sections 110 1-1 I049 resulting from the presence orchemicals under this Agreement. 21, Applicable Law/Forum/Jury Waiver: ']'his Agreement is governed by and shall be construed under the laws or the State of Florida without reference to conflicts of latus 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 or the State of Florida and the United States District Court located in Brownrtl County: (b) waives any ohieetion [hal it may have at any time to the laving orvenue orally Proceedings brought in such court, (c) waives any claim that. such Proceedings have been brought in an inconvenient forum and (d) flutter waives the right to objecl, yaith respect to such Proceedings, that such court does not have jurisdiction over such party, INSOFAR AS PERIVHTTED BY LAW. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING IN CONNECTION WITH Ti -IIS AGREEMENT AND ACKNOWLEDGES THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY'S ENTERING INTO THIS AGREEMENT. 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 of any other breach, whether of the same or of a different nature, No delay or failure on either Party's part to enforce any right or claim, which it Wray have hereunder, shall constitute a waiver on the respective Party's part or such right or claim. Ali rights and remedies arising under this Agreement as amended and modified r om time to time are cumulative and not exclusive of tiny rights or remedies which may be available at law or otherwise. 23. Assignment: Neither Party shall assign this Agreement without the consent ofthe other Party hereto. Any such attempt to assign this Agreement shall. be null and void. Nothing herein shall coli fer or is intended to confer on any person or entity yvhich is not a party to this Agreement any rights or benefits under this Agreement, l 24. Amendment: This Agreement shall not be modified or amended, except by written instrument duly executed by officers or other duly authorized representatives of the respective Parties. Notwithstanding the foregoing, Buyer ngrces that Seller may modify the terms of this Agreement at any time to comply yvith changes in applicable law. Acceptance or acquiescence in a course of perrormance rendered shall not be relevant to deternhine the meanings of these terms anti conditions. Notwithstanding any provisions therein to the contrary, tiny lernhs and conditions in a Buyer's purchase order, confirnmtiom acknowledgement form or other tlocunienl issued by file Buyer that conflict with this Agreement or increase Seller's obligations are rejected and shall not be binding on Seller unless expressly accepted by Seller in writing. 25. Severability: Any provision hereof which is legally unenrorecable shall be ineffective Only to the extent of such tnlenforceability without thereby invalidating the remaining provisions hereof or arrecting) the validity orenforecability of this Agreement as a whole, 26. Entire Agreement: This Agreement contains the entire agreement and understanding between the Parties yvitb respect to the subject matter hereof, and there are no other promises, representations, or warranties affecting it. 27. Force Majeure: in no event shall the Seller be held liable (a) for indirect, comsequentiul, punitive, or multiple damages or (b) for am. loss orally kind caused, directly or indirectly, by federal, state or local law- order or regulation, government restrictions, war (whether declared or undeclared). terrorist acts, insurrection, riots, tires. flooding, strikes, failure of utilily services, accidents, adverse weather or other events of nature, ov other conditions beyond its reasonable control 28. insurance: Bever shall carry and maintain comprehensive general public liability insurance. including contractual liability, bodily igjury and yer's liability insurnnce throughout the Term or the Agreement and anv extension of' this property damage. workmen's compensation. and emplo Agreement. 29. Recording: Each party may, in its commercially reasonable discretion, record, on tape or otherwise• any telephone conversation betvicen the parties and involving their respective officers, agentsand nd employees, and each party hereby agrees and consents thereto. 30. Time is of the Fssenee: Time is of the Essence in this Agreement. Failure to meet a deadline shall be a breach. 31. Headin s: Pleadings 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 tulten, DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 P. mpano City of Pompano Beech, Purchasing Division �" 1190 N.E. 3rd Avenue, Building C beach. Florida's Warmest WelcomePompano 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: 1 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. Al: The aggregate fuel capacity of the Southeast Florida Governmental Purchasing Cooperative Group, which is shown in Attachment B, represents only one fill -up of all the tanks owned by each participating Co-op member. Attachment D "Co-op volume report Jan -Dec 2015" may be more useful for annual volume projections, as it records a full year's history of multiple deliveries. Q2: [We] would like to prepare a proposal for the above referenced bid. However, I would like to know if we have to bid on all sites, or can we bid on just the tanker sites? A2: This is an "all or nothing" solicitation. The successful proposer will be expected to provide diesel AND unleaded gasoline to all participating Co-op agencies. Q3: Please provide a copy of the prior bid tabulations, invoice and bill of ladings for our records for each location with a tank capacity of 5,000 or more. A3: The previous contract, Attachment C Coral Springs Contract 14-A-035 RFP has been added to the attachments tab. As the successful proposer will bill, deliver to, and enter into separate contracts with approximately 40 participating Co-op agencies, there is no single source for the invoices and bills of lading for each of these agencies. Q4: What are the volumes for this bid, either by agency or total? I need to be able to judge the commitments that need to be made and realistic projections of what products will be needed and in what quantity. DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Addendum 81, E-13-17 Exhibit A - RFP E-03-22 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? A5: Presently, the City of Boca Raton uses their own trucks. Attachment D "Co-op volume report Jan -Dec 2015" contains a record of their volume. Attachments C and D have been added to the attachments tab of the electronic solicitation, Addendum #1 is posted on the City's eBid website: http://pompanobeachfl.ionwave.net, Acknowledge receipt of this Addendum using the Addendum Attribute on the Attributes tab in the eBid System. 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. 31d Avenue, Bldg. C, Pompano Beach, 33060, is 2:0012.m. (local), January 4, 2017. The remainder of the solicitation is unchanged at this time. Since ely,Ile I ' i G Jeff English Purchasing Agent cc: website �✓I�LG�G� -� DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA AU CIPA -I p®ns®lwdated 3141 SE 14th Ave. • P.O. Box 350430 Ft. Lauderdale, FL 33335 Phone: (954) 522-11 B2 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 Re: Confirmed Cardlock Locations and Pricing Dear Mr. English: Exhibit A - RFP E-03-22 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 • 2301 NW 151h Ave., Pompano, FL 33069 — Diesel and Gasoline 24/7 • 1126 Hammondville Rd., Pompano, FL 33039 — Diesel Mon. through Fri., 7 AM —5 PM 0 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. Sincere �� i a Presiden Port Consolidated Miami • H.Laudardele • West Palm Beach • R.Plerce - Orlando , Jacksonville • Tampa www.partconsolidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit C Rate Schedule Exhibit A - RFP E-03-22 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 Description Delivery Delivery No. Differential Differential 1 Unleaded Gasoline 0.007 0.089 2 Diesel Fuel 0.007 0.089 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Attachment D - Cooperative Volume Report.xlsx Exhibit A - RFP E-03-22 Row Labels 04.17 to 03.18 04.18 to 03.19 04.19 to 03.20 04.20 to 03.21 3900012 ULTRA LOW SULFUR DSL FUEL 11,385,089 13,937,291 14,391,968 9,147,096 48,861,444 GASOHOL 87 ETHANOL 10% 8,472,479 8,283,396 8,710,573 6,918,744 32,385,192 DYED ULTRA LOW SULFUR DSL FUEL 575,450 483,811 508,899 556,235 2,124,394 UNLEADED GAS 90 OCTANE 513,615 580,532 306,483 176,844 1,577,473 GASOHOL 89 ETHANOL 10% 266,708 311,931 232,981 144,394 956,014 GASOHOL 93 ETHANOL 10% 3,794 2,868 271,887 363,176 641,724 Grand Total 21,217,135 23,599,829 24,422,791 17,306,488 86,546,243 Page 1 of 5 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Attachment D - Cooperative Volume Report.xlsx Row Labels BROWARD CNTY BOARD OF NEF ULTRA LOW SULFUR DSL FUEL GASOHOL 87 ETHANOL 10% DYED ULTRA LOW SULFUR DSL FUEL SBBC VEHICLE MAINTEN. DPT NEF ULTRA LOW SULFUR DSL FUEL GASOHOL 87 ETHANOL 10% DYED ULTRA LOW SULFUR DSL FUEL SCHOOL DISTRICT PLM BCH CY NEF ULTRA LOW SULFUR DSL FUEL GASOHOL 87 ETHANOL 10% CITY OF MIAMI NEF ULTRA LOW SULFUR DSL FUEL GASOHOL 87 ETHANOL 10% UNLEADED GAS 90 OCTANE DYED ULTRA LOW SULFUR DSL FUEL CITY OF FORT LAUDERDALE NEF GASOHOL 87 ETHANOL 10% ULTRA LOW SULFUR DSL FUEL DYED ULTRA LOW SULFUR DSL FUEL BROWARD SHERIFF'S OFFICE NEF GASOHOL 87 ETHANOL 10% ULTRA LOW SULFUR DSL FUEL DYED ULTRA LOW SULFUR DSL FUEL GASOHOL 93 ETHANOL 10% UNLEADED GAS 90 OCTANE CITY OF WEST PALM BEACH NEF ULTRA LOW SULFUR DSL FUEL GASOHOL 87 ETHANOL 10% DYED ULTRA LOW SULFUR DSL FUEL UNLEADED GAS 90 OCTANE CITY OF PEMBROKE PINES NEF UNLEADED GAS 90 OCTANE GASOHOL 93 ETHANOL 10% ULTRA LOW SULFUR DSL FUEL DYED ULTRA LOW SULFUR DSL FUEL GASOHOL 89 ETHANOL 10% CITY OF SUNRISE NEF GASOHOL 87 ETHANOL 10% ULTRA LOW SULFUR DSL FUEL DYED ULTRA LOW SULFUR DSL FUEL CITY OF MIRAMAR NEF GASOHOL 87 ETHANOL 10% ULTRA LOW SULFUR DSL FUEL DYED ULTRA LOW SULFUR DSL FUEL CITY OF HOLLYWOOD NEF GASOHOL 87 ETHANOL 10% 04.17 to 03.18 04.18 to 03.19 3,806,413 6,512,712 3,024,297 5,355,427 714,565 1,045,463 67,551 111,822 2,947,271 2,975,994 2,547,021 2,562,038 400,250 413,734 2,679,789 2,270,577 409,212 1,438,960 1,045,511 369,283 21,900 2,266 1,467,294 962,356 466,514 38,424 2,237,365 1,897,819 318,561 17,042 3,794 149 30,244 15,291 9,358 4,754 841 558,172 361,646 179,382 17,144 551,681 371,240 165,702 14,740 513,650 398,618 79,311 35,721 462,625 177,703 222 2,666,582 2,252,546 414,035 1,488,426 1,069,244 391,488 26,481 1,213 1,395,904 943,524 413,053 39,327 1,157,046 872,480 271,318 9,137 2,868 1,243 846,570 417,474 427,291 863 943 546,249 388,946 146,805 10,499 503,857 376,713 123,229 3,916 518,984 398,783 75,793 44,408 550,598 254,827 Page 2of5 Exhibit A - RFP E-03-22 04.19 to 03.20 04.20 to 03.21 7,064,306 5,052,602 5,732,415 4,012,913 1,217,936 922,048 113,955 117,641 2,900,040 1,219,849 2,482, 911 901,114 4171088 318,735 41 2,647,597 2,207,054 440, 543 1,604,534 1,124,823 445,399 33,478 834 1,527,916 1,059,548 431,639 36,729 986,731 714, 221 263,442 6,221 2,847 749,365 438,392 242,711 66,877 1,386 595,406 139,105 269,040 154,804 7,457 25,001 541,200 393,942 142,354 4,904 541,433 428,912 73,291 39,230 466,799 161,323 1,279,451 945,306 334,145 1,344,769 1,024,074 289,788 30,907 1,235,388 867,250 341,164 26,974 871,431 636,439 222,572 9,835 2,571 15 701,308 355,504 198,499 146,647 658 464,258 360,605 85,591 18,062 453,892 338,583 110,043 5,266 409,875 331,274 59,813 18,788 482,897 149,926 Grand Total 22,436,032 18,125,052 3,900,012 410,969 10,043,155 8,493,084 1,549,807 264 9,273,418 7,675,484 1,597,935 5,876,689 4,263,652 1,495,958 112,766 4,313 5,626,502 3,832,677 1,652,370 141,454 5,252,573 4,120,959 1,075,893 42,235 12,079 1,407 2,327,487 1,226,661 877,859 219,140 3,827 2,164,085 889,697 629,645 566,581 53,161 25,001 2,050,630 1,480,477 541,327 28,826 1,983,942 1,557,587 288,207 138,147 1,962,919 743,777 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Attachment D - Cooperative Volume Report.xlsx Exhibit A - RFP E-03-22 Row Labels 04.17 to 03.18 04.18 to 03.19 04.19 to 03.20 04.20 to 03.21 Grand Total UNLEADED GAS 90 OCTANE 94,121 123,220 114,348 133,664 465,353 ULTRA LOW SULFUR DSL FUEL 102,009 101,354 112,489 104,701 420,553 DYED ULTRA LOW SULFUR DSL FUEL 88,792 71,198 78,640 94,606 333,236 TOWN OF DAVIE NEF 439,301 425,160 475,949 368,504 1,708,915 GASOHOL 87 ETHANOL 10% 354,435 341,063 385,537 296,910 1,377,945 ULTRA LOW SULFUR DSL FUEL 75,743 68,885 86,379 71,594 302,600 DYED ULTRA LOW SULFUR DSL FUEL 9,124 15,213 4,034 28,370 CITY OF PLANTATION - FUEL NEF 418,078 405,527 449,572 381,688 1,654,863 GASOHOL 87 ETHANOL 10% 319,697 325,469 357,372 294,845 1,297,382 ULTRA LOW SULFUR DSL FUEL 60,544 55,925 67,764 62,361 246,594 DYED ULTRA LOW SULFUR DSL FUEL 37,837 24,133 24,435 24,482 110,887 CITY OF CORAL SPRINGS NEF 389,609 392,626 448,075 347,058 1,577,367 GASOHOL 87 ETHANOL 10% 291,394 293,479 353,963 261,026 1,199,862 ULTRA LOW SULFUR DSL FUEL 98,215 95,253 931711 84,101 371,280 DYED ULTRA LOW SULFUR DSL FUEL 3,893 401 1,931 6,226 CITY OF POMPANO BEACH NEF 307,487 380,899 3351851 253,368 1,277,604 ULTRA LOW SULFUR DSL FUEL 176,044 182,869 171,975 126,229 657,117 GASOHOL 87 ETHANOL 10% 114,443 187,239 157,875 117,639 577,196 DYED ULTRA LOW SULFUR DSL FUEL 17,000 10,791 6,001 9,500 43,291 CITY OF RIVIERA BEACH - NEF 264,423 291,609 347,569 290,404 1,194,006 GASOHOL 89 ETHANOL 10% 187,940 227,578 114,085 62,142 591,745 GASOHOL 87 ETHANOL 10% 17,339 358 155,093 148,668 321,457 ULTRA LOW SULFUR DSL FUEL 59,144 59,095 69,616 77,821 265,676 DYED ULTRA LOW SULFUR DSL FUEL 4,578 8,612 1,737 14,928 UNLEADED GAS 90 OCTANE 163 36 199 CITY OF LAUDERHILL NEF 283,599 275,068 312,782 260,742 1,132,191 GASOHOL 87 ETHANOL 10% 219,578 213,532 245,592 209,771 888,473 ULTRA LOW SULFUR DSL FUEL 59,231 52,054 61,272 50,271 222,828 DYED ULTRA LOW SULFUR DSL FUEL 4,790 9,482 5,917 701 20,890 CITY OF MARGATE NEF 253,221 248,000 288,792 218,768 1,008,782 GASOHOL 87 ETHANOL 10% 193,671 196,474 232,472 170,862 793,479 ULTRA LOW SULFUR DSL FUEL 50,403 43,629 48,194 32,731 174,957 DYED ULTRA LOW SULFUR DSL FUEL 9,147 7,897 8,126 15,175 40,345 CITY OF NORTH MIAMI NEF 223,795 260,186 271,724 226,132 981,837 GASOHOL 87 ETHANOL 10% 184,046 214,910 221,533 185,524 806,013 ULTRA LOW SULFUR DSL FUEL 38,575 42,550 47,494 38,607 167,226 DYED ULTRA LOW SULFUR DSL FUEL 1,174 2,726 2,697 2,002 8,598 CITY OF NORTH MIAMI BEACH NEF 263,755 249,049 258,383 192,284 963,471 GASOHOL 87 ETHANOL 10% 220,080 219,951 224,062 177,169 841,262 ULTRA LOW SULFUR DSL FUEL 24,695 14,602 14,756 12,348 66,401 DYED ULTRA LOW SULFUR DSL FUEL 18,980 14,497 19,565 2,766 55,808 CITY OF HALLANDALE BEACH NEF 264,669 228,760 239,017 208,940 941,387 GASOHOL 87 ETHANOL 10% 194,478 174,614 168,163 139,418 676,673 ULTRA LOW SULFUR DSL FUEL 61,329 52,415 68,788 69,522 252,054 DYED ULTRA LOW SULFUR DSL FUEL 8,863 1,731 2,067 12,660 CITY OF DEERFIELD BEACH NEF 243,382 240,706 220,744 163,664 868,496 ULTRA LOW SULFUR DSL FUEL 155,138 154,403 125,117 88,664 523,322 GASOHOL 87 ETHANOL 10% 76,735 80,303 92,755 72,559 322,352 Page 3 of 5 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Attachment D - Cooperative Volume Report.xlsx Exhibit A - RFP E-03-22 Row Labels 04.17 to 03.18 04.18 to 03.19 04.19 to 03.20 04.20 to 03.21 Grand Total DYED ULTRA LOW SULFUR DSL FUEL 11,509 6,000 2,872 21441 22,822 CITY OF COCONUT CREEK NEF 196,722 203,364 226,531 1811651 808,268 GASOHOL 87 ETHANOL 10% 146,921 151,940 172,612 144,559 616,032 ULTRA LOW SULFUR DSL FUEL 49,801 51,424 53,919 37,092 192,236 CITY OF BOCA RATON NEF 214,535 160,265 179,900 136,695 691,396 ULTRA LOW SULFUR DSL FUEL 59,158 60,908 80,088 58,930 259,084 GASOHOL 87 ETHANOL 10% 49,980 56,226 64,002 51,260 221,467 DYED ULTRA LOW SULFUR DSL FUEL 105,397 43,132 35,811 26,505 210,845 CITY OF TAMARAC NEF 160,052 159,595 176,814 137,072 633,533 GASOHOL 87 ETHANOL 10% 93,789 95,449 105,685 82,870 377,793 ULTRA LOW SULFUR DSL FUEL 61,963 60,143 68,825 49,215 240,147 DYED ULTRA LOW SULFUR DSL FUEL 4,300 4,003 2,304 4,987 15,593 CITY OF WESTON NEF 159,701 76,151 76,452 481508 360,812 GASOHOL 87 ETHANOL 10% 135,283 50,887 46,688 31,505 264,363 ULTRA LOW SULFUR DSL FUEL 22,646 25,264 28,764 17,003 93,677 DYED ULTRA LOW SULFUR DSL FUEL 1,664 1,000 2,664 UNLEADED GAS 90 OCTANE 108 108 TOWN OF PALM BEACH NEF 90,814 78,263 95,935 83,360 348,372 GASOHOL 87 ETHANOL 10% 62,301 57,693 73,294 64,390 257,678 ULTRA LOW SULFUR DSL FUEL 16,028 16,170 21,442 14,593 68,234 DYED ULTRA LOW SULFUR DSL FUEL 12,484 4,401 1,198 4,377 22,460 VILLAGE OF PALM SPRINGS NEF 77,153 77,825 92,250 801770 327,998 GASOHOL 89 ETHANOL 10% 66,889 67,203 80,612 72,200 286,904 DYED ULTRA LOW SULFUR DSL FUEL 10,264 10,622 11,638 8,570 41,093 VILLAGE OF NORTH PALM BCH -NEF 84,680 80,409 89,565 39,842 294,496 GASOHOL 87 ETHANOL 10% 47,119 43,005 52,680 10,467 153,271 ULTRA LOW SULFUR DSL FUEL 37,088 32,495 36,885 29,375 135,844 GASOHOL 89 ETHANOL 10% 4,909 4,909 DYED ULTRA LOW SULFUR DSL FUEL 473 473 CITY OF DANIA BEACH NEF 49,919 48,415 53,273 45,563 197,169 GASOHOL 87 ETHANOL 10% 16,984 20,304 28,632 29,174 95,093 ULTRA LOW SULFUR DSL FUEL 28,980 26,305 22,892 16,390 94,566 DYED ULTRA LOW SULFUR DSL FUEL 3,955 1,806 1,749 7,510 CITY OF GREENACRES NEF 38,618 43,585 42,874 35,307 160,383 ULTRA LOW SULFUR DSL FUEL 23,534 25,369 25,398 20,744 95,046 GASOHOL 87 ETHANOL 10% 15,083 18,215 17,476 14,563 65,337 CITY OF LIGHTHOUSE POINT NEF 32,888 33,589 36,091 31,602 134,171 GASOHOL 87 ETHANOL 10% 2,855 27,042 25,399 55,295 UNLEADED GAS 90 OCTANE 23,409 26,459 1,797 51,665 ULTRA LOW SULFUR DSL FUEL 6,625 7,130 7,152 6,203 27,110 DYED ULTRA LOW SULFUR DSL FUEL 100 100 SBBC PHYSICAL PLANT OP DPT NEF 28,532 24,355 13,312 14,868 81,067 DYED ULTRA LOW SULFUR DSL FUEL 24,571 20,405 8,899 11,821 65,695 GASOHOL 87 ETHANOL 10% 3,962 3,950 4,412 2,303 14,627 UNLEADED GAS 90 OCTANE 745 745 ULTRA LOW SULFUR DSL FUEL 0 0 CITY OF LAUDERDALE LAKES NEF 20,423 17,689 20,818 13,506 72,436 GASOHOL 89 ETHANOL 10% 11,879 12,241 13,282 10,052 47,455 Page 4 of 5 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A- RFP E-03-22 Attachment D - Cooperative Volume Report.xlsx Row Labels 04.17 to 03.18 04.18 to 03.19 04.19 to 03.20 04.20 to 03.21 Grand Total ULTRA LOW SULFUR DSL FUEL 6,030 5,393 5,305 3,398 20,126 GASOHOL 87 ETHANOL 10% 1,903 2,010 3,914 DYED ULTRA LOW SULFUR DSL FUEL 557 123 680 UNLEADED GAS 90 OCTANE 53 55 97 55 261 CITY OF SUNNY ISLES BEACH 16,730 21,893 16,152 54,775 ULTRA LOW SULFUR DSL FUEL 16,730 21,893 14,829 53,452 DYED ULTRA LOW SULFUR DSL FUEL 1,323 1,323 TOWN OF HILLSBORO BEACH NEF 11,739 13,294 16,156 10,864 52,053 UNLEADED GAS 90 OCTANE 11,387 13,184 16,109 10,764 51,445 DYED ULTRA LOW SULFUR DSL FUEL 351 110 47 101 609 CITY OF COOPER CITY, FL NEF 3,001 5,788 6,415 15,204 DYED ULTRA LOW SULFUR DSL FUEL 3,001 5,788 6,415 15,204 BROWARD SHERIFF'S OFC - PU-NEF 2,758 2,758 ULTRA LOW SULFUR DSL FUEL 1,578 1,578 GASOHOL 87 ETHANOL 10% , 1,180 1,180 SCHOOL DISTRICT- PALM BCH -NF 1,911 1,911 DYED ULTRA LOW SULFUR DSL FUEL 1,911 1,911 TOWN OF PEMBROKE PK- NEF 1,666 1,666 DYED ULTRA LOW SULFUR DSL FUEL 1,666 1,666 VILLAGE OF ROYAL PALM BCH-NEF 727 700 1,427 ULTRA LOW SULFUR DSL FUEL 727 700 1,427 Grand Total 21,217,135 23,599,829 24,422,791 17,306,488 86,546,243 Page 5 of 5 N N M O W CL U - w o OMO OHO � � O O N F O G O O O G O N O o z r O O �s3 O O 3 3 � � O N O � M 10 O O M 00 00 t� O O 7 M O V1 O AH O N O n O M 0 O O M [-b31 m 00 0o N O O O .52 O O O O O O M � M � O O Vl � N M O O O 00 h N � O O O M � O j� O OO to N M O O O N b O 001 N M O O O M � O � N V O O O M o O � N � � O O O' waW o z za d' M � X Fi w w O 43.1 a co O O O O H O O O a F O U 00 a � v O O N O O V M n vev v O O O .�. O moo. �y a Q v L= O O u 00 5 �a.5a M � M � O O Vl � N M O O O 00 h N � O O O M � O j� O OO to N M O O O N b O 001 N M O O O M � O � N V O O O M o O � N � � O O O' waW o z za 0 00 X w w O O a Q H O O O a F O U 00 a � v Q N F, o � � Q O O O O O 00 00 Q aS rA Q N A O a Q oo �a.5a N N M O W a w w a_ t x w q O T e6 F v g W U w All O n o v o O N O M W a00 7 O N m F O O O O O d' M N O O O O O O O v M O 0 0 a O A w 48 4 00a T N Cf) O 00 O Vl o er O y omo W O O N N CO o0 0o Cl N �O O O O O O fA pa p 0 0 � O c o 0 0 0 U �N 00 U o O A F (i w Q W C v M z W T o d A Q O O O O O d' M N O O O O O O O v M O 0 0 a O A w 48 4 00a T N Cf) O 00 O Vl o er O omo W O O N N CO o0 0o Cl N �O O O O O O fA pa p 0 0 � O W 4 b fn w z O d' M N O O O O O O O v M O 0 0 a O A w 48 4 00a T N Cf) O 00 O N O M omo W O O N N 0 0 0 Q �O Q 0 o z 0 0 fA pa p p oO y W 4 b fn w z O U �N 00 U La O A F (i w Q W C ]D z W T o d A Q a ti Ca w a ] d' M N O O O O O O O v M O 0 0 a O A w 48 4 00a T N Cf) O 00 C 7 0 0 O o N 7 T O O p O O q O T w on x E � � O ,7 N V � O Q �O Q 0 o z fA pa W ia z W 4 b fn w z O wat �N 00 U O A F (i w Q W C z 66 T o d A Q a ti d' M N O O O O O O O v M O 0 0 a O A w 48 4 00a T N Cf) O 00 0 7 0 0 O o N 7 T O O p O O q O T � O a O ,7 O �O Q tl DO N 4 b fn w z O 00 U O A F (i w Q W C Q i i DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA PORT CONSOLIDATED MIAM(. FORT LAUDERDALE, WEST PALM. FOIT:' PIERCE. TAMPA. JACKSONVILLE 1.800.683.5823 MIAMI: (305)887-1268 FT LAUDERDALE: (954)522-1182 Account Number: 101910/001 Invoice Number: 2929426 Involce Debs: 10/28121 Attachment F - Sample Invoice Diesel and Unleaded Gasoline CITY OF POMPANO BEACH NEF PO DRAWER 1300 POMPANO BEACH, FL 33061-13 PURCPME ORDER: 310160 POA REQUIRED TERMS : NET 16 DAYS Product Product Description Exhibit A - RFP E-03-22 REMIT TO P.O. BOX 350430 FT LAUDERDALE, FL 33335-0430 FEIN: 69-1173292 Amount Due: $ 21,031.40 Due Date: 11110121 Shipping Address: CENTRAL GARAGE - TP 1190 NE 3 AVE - BLDG A DEL 7 AM -2 PM POMPANO BEACH, FL 33060 COUNTY: BROWARD kathryn.achlndel(gcopbfl.com CWlvered Quanlity Unit Price E)tonded Prise Driver: LUIS VILLEGAS Vehicle Code: 5933 Loc 1011101/64 Salesperson: PORT HOUSE Shipping / Freight Total: Order Number: 2929426 BOLNumber: 194460 $2,491.14 913MI ULTRA LOW SULFUR DSL FUEUSULK GALLONS 8,914.0000 $2.68300 $18,550.26 DFE FEDERAL EXCISE DIE5EL $0.24300 $0.00 DMF STATE MOTOR FUEL DIESEL $0.18500 $1,279.09 LOCAL OPTION DSL BROWARD $0.16000 $1,037.10 POLLUTION DIESEL $0.02071 $143,22 L.U.S.T. DIESEL 8 FED OIL SPILL $0.00314 $21.73 $21,031.40 Item We: TANK 1 DELIVERY BETWEEN 7AM - 2PM Comment: THIS DIESEL FUEL DOES NOTCONTAIN VISIBLE EVIDENCE OF DYE There Is a 1 If^ service charge per month for unpaid amounts over 10 days past credit termalt Is agreed that In the event tide bill must be turned over for collection, the oost of collection, attorneys fee and Court coals will be paid for by the above ramed company or vassal and Its owners. 320198 Products Total• 519,560.16 Shipping / Freight Total: $0.00 Tax Total: $2,491.14 Total Due: $21,031 AO DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA 0 zgm A 0 m C) Z 0 rfj r - -4 1 fA j= Z T. OR z M. IN rfj r - -4 1 0 T. m 0 8 Exhibit A - RFP E-03-22 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 TransHontai.gne Partners LLC Order Nusbsr: SOL Nuabar: 01,94460 Port Everglades, FL - South 4: 0001385 2101 Order Date: 10/26/21 Load Start: 10/26/21 1.1:42 S E 14th Ave Folio Number: 10/018 Load End: 10126/21 12:03 Ft Lauderdale FL 33316 Order Type: Rack BILL Of LADING` ------------------------------------ Loadspot Nueber: 04 ---- - StockilalderlCustooer ' 1 -------------- ----------------------- Account/Consignee ------------ RECEIVED BY Account A: 0000063900 ! TM66180 PORT CONSOLIDATED 114C 0000000100 I I SLAC A. PCDD MUROPt.EX ENERGY INC I PORT CONSOLIDAIED, INC, I Tractor I. — __7 > 7106390 I Trailer 0: 9351 r' PORT CONSOLIDATED, INC. 1 ! Trailer2 A: -! Retail or Petroex 9 CUnslynae A 0009090002 r- DRIVER I PORT CONSOLIDATED/TERM DEAL/FL I Signa- Tereinal EPA 1: 0412981869 Destination EPA is VARIOUS, FLVICCEDS_--� -- ._-- This is to certify that theVherein Aased-Materials are -properly classified de , ackagged, mar d, and labeled, asla are in proper condition for transportation, according to the aDplicablit requlatla of the epartnlent of JTransporLation. DELIKRY INSTRUCTIONS: Doi COMMENTS: ABO4E SUPPLIER IS RESPONSIBLE FOR DESTINA110H STATE TAX ON ROTOR FUEL Mkti M EMERGENCY CONTACT: C80TREC (800) 424-9300 CCN22618 MU ----------------------------••------------------- PRODUCT TOTALS `Gallons,l - ---- - ----- --- -- \... ._--- - ._._.. PRODUCT DESCRIPTION GROSS NET TE1�P GR;tV TRMl; NESSA6E 1RIMBER(S) UL4342 e2 ULSD (15PPM) 1000 6914 86.2 38.6 2200,1198,1542 TOTAL 7000 6914 11111 MSG: NA1.993, DIESEL FUEL, 3, Pr, III, I Cargo Lank,, SEE ERG GUIDE 129 MSG I MESSAGE 22110 15Qpm Slfur (MauimUMj ULSD. Undyad Ultra -Lou Sulfur )iesal fuel. For use In all diasel velticlas and enjinos.' 1190 01 EL MUEETS OR EXCEL 5 ALL APPLICABLE COMPLIANCE STANDARDS AS PER THE MST CURRENT VERISION OF ASTM 015. 1542UNDYED DIESEL FUEL J FEDERAL TAX IMPOSED. LOW SULFUR DIESEL FUEL SUPPLIED DOES NOT CONTAIN VISIULE EVIDENCE OF DYE. ----------------------------------------------- PRODUCT BY COMRARTAEIIT- ------ ....... ......... ____-----___.----------....._--_ COMP RISER PRODUCT til PRODUCT NOME GROSS NET TEMP GRAY 01 43 UL4342 3.2 ULSD 15PPM 2500 2449 86.2 38.6 03 43 VL4342 92..ULSD..1990 1000 388 85.0 38.6 04 43 UL4342. d2 ULSD 159PO 1000 988 86.1 38.6 05 43 UL4342 a2 ULSD 15PPM; 2500 2469 86.3 38.6 ---------------..._- ----------------------•------------------------ -----------------------------.._--- -- SUJECT -s0 CORRECTION U WRICA1_ ERRORS CUSTONfR SIGNAI'URF: CONHENTS: 320198 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA PORT CONSOLIDATED MIAMI, FORT LAUDERDALE. WEST PALM, FORT PIERCE. TAMPA. JACKSONVILLE 1.800,683.5823 MIAMI: (305)687-1266 FT LAUDERDALE: (954)522-1182 Account Number: 10191 0 / 001 Invoice Number: 2947194 Invoice Date: 11/18/21 CITY OF POMPANO BEACH NEF PO DRAWER 1300 POMPANO BEACH, FL 33061-1300 PURCHASE ORDER; 310160 PO# REQUIRED TERMS: NET 15 DAYS Exhibit A - RFP E-03-22 Invoice REMIT TO P.O. BOX 350430 FT LAUDERDALE, FL 33335-0430 FEIN: 59-1173292 Amount Due: $ 8,425,28 Due Date: 1.2/03/21 Shipping Address: CENTRAL GARAGE - TP 1190 NE 3 AVE - BLDG A DEL 7 AM - 2 PM POMPANO BEACH, FL 33060 COUNTY: BROWARD kathryn.schindef@copbfl.com Product Product Description Delivered Quantity Unit Price Extended Price Driver: DEMETRIO VASQUEZ Vehicle Code: 6644 Loc: 09147A Salesperson: PORT HOUSE $1,214.52 Order Number: 2947194 BOL Number: 295085184 E902101 GASOHOL 87 ETHANOL 10%/ BULK GALLONS 2.963.0000 $2,43360 $7,210.76 GFE FEDERAL EXCISE GAS TAX $0.18300 $0.00 GMF STATE MOTOR FUEL GAS TAX $0.18625 $551.86 POLLUTION GAS $0.02071 $61.38 LOCAL OPTION GAS BROWARD $0.20000 $592.60 L.U.S.T. El & FED OIL SPILL $0.00293 $8.68 $8,425.28 Item Note: FUEL IS FOR TANK # 3 REQUESTED DELIVERY HRS - 7AM - 2 PM There is a 1 1l2% service charge per month for unpaid amounts over 10 days past credit terms.lt Is agreed that in the event this bill must be turned over for collection, the cost of collection, attorneys fee and court costs will be paid for by the above named company or vessel and its owners. Products Total: $7,210.76 Shipping / Freight Total: $0.00 Tax Total: $1,214.52 Total Due: $8,425.28 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA SOLD TO / VESSEL Acct 101910 /001 CENTRAL GARAGE - TP 11�ge0.NE3AVE-BL0GA E'" 4-781P41109 P BEACH, FL 33080 Product GASOHOL 87 ETHANOL 196! 0BULK GALLONS Z O Gallons Z —t Price Taxes 954-788-4109 BROWARD Cm�r. ;n: Out. PORT HOUSE rnck7/01(0(0/ /O BILLING ADDRESS: [ A.[ Pa,d ckw aoca. CITY OF POMPANO BEACH NEF PO DRAWER 1300 ALT PHONE BRETT 954-788-4183 00480AMM ooAr^u ci rvmrrvvv .i V,1, r r. 33081.1300 FUEL ISFb.RTANK#3, REQUESTED, f)ELIVERY HRS - 74M - 2 Pia it ////2 � Customer Signature (Received above gallons) Dale Delivered ORIGINAL COP`( W I— W Z> Exhibit A - RFP E-03-22 't 2947194 912021 po�T Consolidated 1-800-683-5823 www.portconsolidated.com NET 15 DAYS 31018 Site: 002461 UN120 , GASOLINE, 3, PGII (RG# 128) I 'SEE NOTES ON BACK In Case of Emergency, Call PERS - (800)633-8253 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 COMPANY: MPLX TERMINALS LLC LOADING TICKET J BILL OF LADING ORIGIN: 909 SE 24TH ST FT LAUDERDALE, FL 33316 COMPANY REGISTRATION NUMBER: 6396 BOL NUMBER: 296096184 REV: 0 (018655) FOLIO 9: 20211114 START LOAD: 11/18/2021 05:20:16 END LOAD: 11/18/2021 05:30:50 30212405 : PORT CONSOLIDATED INC- CTRORTF20TS0001 CUSTOMER ACCOUNT* 730212400352050 SHIP TO / DESTINATION: 30212405: PORT CONSOLIDATED INC- CT-PORTF20TS000I VARIOUS FL UNKNOWN FL SUPPLIER: MPC WHOLESALE (CONTRACT) I P.O. #: SELLER: MARATHON PETROLEUM COMPANY LP REQUISITION: DEST. 99982 RECEIVED BY /CARRIER: 2698: PORT CONSOLIDATED ING SCAC CODE: PCDD TRAILER :101 WHERE THIS DOCUMENT CONSTITUTES A BILL OF LADING, AND AN EXCEPTION STATED IN 49 C.F.R. A§172.204(B) IS NOT MET, THIS IS TO CERTIFY THAT THE BELOW - NAMED MATERIALS ARE PROPERLY CLASSIFIED, DESCRIBED, PACKAGED, MARKED, LABELED AND ARE IN PROPER CONDITION FOR TRANSPORTATION ACCORDING TO THE APPLICABLE REGULATIONS OF THE DEPARTMENT OF TRANSPORTATION.CARRIER CERTIFIES THAT THE CARGO TANK SUPPLIED FOR THIS SHIPMENT IS A LAWFUL CONTAINER FOR TRANSPORTATION OF THE LISTED COMMODITIES. CARRIER CERTIFIES THAT THE CARGO TANK WAS REASONABLY FREE OF EXCESSIVE RESIDUE OR OTHER CONTAMINATING MATERIALS WHEN PRESENTED FOR LOADING. SEE REVERSE FOR ADDITIONAL TERMS AND CONDITIONS 10103449 VASQUEZ, DEMETRIO (DV) Ix ��//�'".,"""� I :CARRIER'S AGENT (DRIVER) FOR ANY PRODUCT EMERGENCY, CONTACT CHEMTREC @ 1-800-424-9300. CNN#:13740 DOT SHIPPING NAME GALLONS JN1203,GASOLINE,3, PG II 3,002 TOTAL QUANTITY 1 CARGO TANK: 3,002 FINISHED PRODUCTS COMP PROD DESCRIPTION GROSS NET TEMP GRAV SEE NOTES BELOW 1 7841 87 OCTANE REGULAR W/10% ETHANOL 3,002 2,963 81.0 63.2 6,10,48 TOTALS: 7841 87 OCTANE REGULAR W/10% ETHANOL 3,002 2,963 NOTES i DETERGENT-ADDITQED GASOLINE. 10 WINTER CG. E10: CONTAINS BETWEEN 9 AND 10 VOL % ETHANOL 18 THIS VOLUME OF NEAT OR BLENDED ETHANOL IS DESIGNATED AND INTENDED FOR USE AS TRANSPORTATION FUEL OR JET FUEL IN THE 48 U.S. CONTIGUOUS STATES AND HAWAII. ANY PERSON EXPORTING THIS FUEL IS SUBJECT TO THE REQUIREMENTS OF 40 GFR 80.1430. - RECEIPT IS ACKNOWLEDGED OF THE ABOVE MERCHANDISE IN GOOD CONDITIONS AND IN THE QUANTITIES INDICATED. Ix I :CUSTOMER 1 COSIGNEE nn�r w nr � rr nni nne nnnnn..nn n-r.r�n N N M O w CL LL ry Q X w N Go N T rl M Ln llc 00Go N m m N a m o o 'oio M ir r o oY m n w"t o m w n w w m 1, 1, M Ln r, to M' w t0 n n V N V) ei V) w M Ln co v n tD m to v o m ri to r m to N In m V V O m N w m tD in O O n tc Ln �- n tD Vl tb O m lD N rl M N N N L'6 m M .� t, O ci 7w c -I .--I Lm N n O 4 m w I m -:1,O ci oo n n Ln N N' m w cn 1 o n N r1 rl r -I N I m m In N '-it ID I\ ei N m N n oo N m M M M w m V O V w w Ct N' M n O N V) m I w to m N m m co W Owl Ln N M N 'i m m M u to O Ln n O Ln I\ V m w V n N N m N rl Vl In tD N o O n m n w w m m O N tD N N m V) n w O d w m O M .-i I\ m m O w V ci er;l tD e-1 N N n: O I V) w m m * m m w m m I'l o r -I m O 'D . m In tD I m lD Z 41 rr v i m w w r, 'i rl m M v r, to m or a r O rl Mr m O w m m d' In d' Ln n M N N CO O r M to i N n tD 0) rl c -I tD w m m O ci r1 -zt -;t H :i i'N N n M 11 �+ V) -1 rm1 Ln M N Go N T rl M Ln llc 00Go N m m N a m o o 'oio Ln N N m n V V O d' t0 N m 0 ^ N m N V O w m m In v of V V m 1, tD O m l" 0 �Nvmwo 0 fti tT N O .-I n LD N Ln V N I'l m Ln m m w O O w LO m w m w m O 'i M r rl tD M M w v .--i cT c [t M O w n N m m M, i M rl M° W 0 0 °x-11 lD I to m M m M V- N i O IN N CO tD i m n N �I 0 N w a Ln Ln M Go v m N N M IA M N m m M m Vt O N m N O N n tD N Ln 'I: d' tD O d' O m n ! In O V Lo V w M ct w m m [t V w tD to O d' O I m to d' d' O rl V Ol M,'V m N m N d' M in N w c-1 O m M wld m O w d' V a Qtr 01 V r-4 M w n O n O n to cn n I'l O Cj w Ln V m N N n I, rl M -T n m I'l ri -;t M CL w'O m Nin r, nIo tD 10 vii. -i c -i ri ri c -i u; n r w r, v m m o O o w 'i m W n 0 P, m N N m Ln m r1 m 0 m W '. V m m w n n ct c -I w i c n m V Vl d' m rl V: m O N c -I In I'l V w M 1 N w Vl V w tD .--I m I w N rl m m v m n V O C C w m w rli t\ O m' c-4 u:) -'i r N tp Ol tD M N j rl' V V N W ho Oj0 N w In MI,n m N N N T O V m M ml w M;w «1 n!m tv to Q N c-1 ri' N LM i M'- w w w O r -I n O w 0 m w n O m Ln m 0 0�t oo zt V O m m c -I w m O w r I\ rl n N O lD tD Ul ci M', m Vl O N V) I'l In r1 .-1 N', V rl N lD m V) w d' M w1 Ln m tD M m O In m a -i n; N tO M V N N 't .-I M'm ri w a'. In N•� c -I N V N 1l1 m m n V o to i w m ri m c -I . M o 0 m m m a d r1 w M rt w i v m tD m M mi' n toiw n lDiw n N ti ri r ui m r1 w N tD N w M a m O tD ri m 'I ci n V) O I'l r1 m m V m O n M N w V) rl ci O N w N'V m rl I'l O m m M .-1 Mio V m d' w w d' N N w n N O M N O .--I rl n w M m m M V N N rr n N m ti' N oc I oo rl N tD an V) Ln IN m m V w oo tD m V M d r N V N M m rl rl M! N d' I� � w '' O N m m t\ = n m I� lD LD n m N d1 %:t N w N M 00 c -I c -I rlm V w N n N e -I V) O M'. V M't w m m N d' linO N N m m m n w O til m m w O tD In m M w 7 'i O tD m d' w NT w O In n M M m Vl N'. M Vl M O Ct M ri ' n m N n Lfl m M : M 'N V N O M N i tD m m w n N '. N -t to w m N oo n N m N O: N oo V N N m m n m M C rl M I� tD w to m O I, Il .ti IA O M O n m I\ m m -:t!, Lf) m O I\ N O w O N w N m V Lo c -I O V1 O O N rt m O O O N O W 0,00 Ln n O tD tD ri rl MN O M m m n to N M r1 M O m tD w w w c -I M- M M ri 01tD m V rr tD i m V r1 n n N m -1 01 I` O r -I n Lin rl O n �--� m nm V n In 00 tD N ri1 m tD N M w N tD t0 N rl n N V m N ri CL mIr tD M I'l Ln p'r n M Q rl; r ri N r- tri N Lf) m n m O m n m to: O m to N N n m w wn rt N M d' 11 n w m w Nm O N d m O' � ci N w m ci tD I'l N' w M N m N w" m to (M n V O w Ln w M i to m v v ri V) N O 1 r In m o H O i n M M 00 t� M ri N O n N n N N' n O 00 N r -i : tD I m', rt M N rl oo m w ti) V n N V Ln NN n,- tD w O tD n O tD r1 • M V m O m n V) N: w w tD O w m V O M M I m N O I'l O O V m LD ' M w m rl O M M w n h M M ci w N c -I m to! n O n ci H O m m m' o N Ct N- N L.i) m! O N tD <1' olLn -1 H lD .-i w olm V im V O I N m N O n of n V V a n tD N O m N I o m N M N N; O tD .-i N n; O d' d' M N d nir-I N wti O tot!en m tD !N LL rl rl rl H N'In I m w w m r i r, tD In r11: v m r1 In o ri rt a ul ci O m w o r o a w v w .-1 r, o Ln In In co! Ln N Ln o m r v m: . m tD w m 0 to In to M lD n O tD V V) d' m I m m O d' m tD WL n Cl tD r- M V ! N tel u3 w V I, n: V m .-I M n oi V w O m Lin M wm w N N w i Ill M N V w' n m V r -I N {p C w .--I tD n O w M I I, to : O AIN rl N rl rl �I LA I Z N z (n to 'I Z V) z V) to ','. z o z V) V) Q z Q z z Q z O z z Q Z Q Z Z J O J O O J O J O O O J O O Q J Q J J Y Z Q J a J J Z Y Q J a J J ][ Z Q U. Q Q J (D Ql7 Q Q J :0 Q Ur Q Q J le Ur) (D (D Y(D (D LD �� Y(D (D (D J Y Y le m 7 J ]C J Y Y m J Y Ym K\ J� J J \ CY CD \ OC CO O J m \ m a0 O[D \ m m o W\ \\ -4 J Y J i W \ {n \\ J Y J '� W\ ut \\ Y J~ J LL O K O O Q O O m LL O K O O O O V) O ILL O K O O Q O O to J , Z C O z V) Q \\n D Q V) Q \ OJO O O O In o J O o 0 w 2 0 x z z zW S J J w z N z z S J J W Z N Z Z J W J VI LL LL Q Q Q In LL LL Q Q Q LL !n LL 2 Iw ~~ wJ O N O w w w O>> w m N w w w to J ut m w en Q 2 2 �'!, � w m w Q 2 2 Ox w m w x Q 2 2 010 O -1 O O O F W W J ri QJ O --I O O I--' W W O J o O J J J J X �. Ln O X J Ili rl .' S S S S Q -) J J Z M S 2 2 J J J a Z J O= O O J J Q J z O 00 Q o O Q Q (7 w W l71 w w w o m o: Q W C9 w r o ld' V) w V) V) Z Z w W z o i t o o o z W W z z o'. Fes- O O O W Z Z w Z''O Q} Q Q LL LL W N J Q} Q Q LL LL w N J Q} Q Q LL LL LL C 4,41 o o U o U U o o U --!D o o O O U o o U U -- O o o O o o U U O U A N O O/ m CL N N M O w CL LL Q X w 00 U) N N o) tD d' U) N N n m N N d' o) m O lD N tD N V o) N d' N N N 00 tD m m tD r m 00 n N 00 N m U) N m N V M O N 1-1 0) lD M 00 N M M U) w N m M N O w o) U) lD O n U1 00 tD N 00 v1 n -1 Ct U) o) M N O M N O 00 M N n n O N O O O of M 00 n O V h' M l Mo w 00 m V O Vo n 00 O w n ID no 00' N M tD n n V U) 00 m O 00 w V Ul C, m 00 N O 00 ID N n M U) U) Oa) O) Ol O 00 M M N N tD V w V N O M N O M O co C OO N 1' M11 N 00 N 1-1 lD O C N M M M A M M N N N N N N N N N N N N N N M Ln U) V V N N e-1 N r-1 r-1 N r -I N MI n m n N N U) N O o) V n N d' d' 1-1 N 111 -t m 11 V V N M O N 00 ct O U) d' N N 00 M 00 O V m w w 00 N N [t w It m N O d' M w W -qt U1 �* M Ln * N CL' N M of N 111 N n U) o) of M o) 00 N M N m M N N M of O of 00 0) of V V o) of co I N Ln N N n tD cF of ri o1 1-1 n n M tD n d' n of V ID m n r -I 00 N n n ri M U ri m N m N O N tD tD 00 00 O N M M N N m N N N N N N N d O1' CI' V n N N N N N N � N n N N N O N tD N tD m d' N U1 tD N 1-1 ID n N i` M N N U) M O O V' W N m O N IN n tD o) O m V M O N U) N N U) o) 00 M 00 00 i` N 00 n V 00 UI V tD O 111 m O p tD U1 al o) 00 tD O1 O n N U1 N lz r N n N W o1 N 00 00 00 N N N of d of 00 V O n j N r -I n N n 1-1 O N M o) O U1 V of U1 U1 d` w N O n M M U) U1 N U1 l0 n V O tD 0 mm M N N ri r rmi 00 00 m N N M N m N N N N N N N N N N Z N; N CI' N m t0 tD O O 00 n N N M U) V w 00 R M o U) V' O o) w N 00 LD O N n 00 o m cn N n w Cl) O n o) N 1-1 N 00 O V N O N 00 n 00 O of m N m N m N 00 U) N O N N n M n m U) of N m N lD d' M m V lD In N 00 N V 00 V W N N M O N of of V V V a N 00 U1 ri O of .--I m of U) w w O o) of V o) O V o) 00 m ri r -i r n O M M tD n n n M n U) 00 V N V n V (n M M M N N M N N N N N N N N N t+N U1 M M N N N N N p en w w tD M N N n O o m 00 n ct 00 d' N O N U) o) 00 U) 1, Lo O N N olD m U) O O 00 011 U) o) N U) O 00 O M r, V O O O N N V N n N 00 0) 00 00 N N N U) 00 Na) No O w N N N N N U1 0) U1 tD V N M rlo) V 00 O m N M tD 00 M of 7lzl N V m 00 0l Ln V t6l 111 m O n N of of lD n ti w w N o) O m V n N 00 m w n w V U1 m U1 00 M N 00 n Q rl M M M N N N a) n r^i 00 M m N Nm N M N N ri N N N N N H N I N n V U) Ct Vl w U1 o) tD 00 M O O n V O N N 00 O 111 0) m O 'a m O o N N ID O 01 00 N V N of 111 w V to O o) U) 00 O m N N V N U) M O O o) 111 n 111 O 00 N N 00 M V N N tD M o 00 lrN n U) M of O N U) V n N M ll of r%. o 111 0 0) V 00 0l of M 4 O of O N n1-1 w V ri M M U1 W N O O d' N ri U1 N lD V' N 00 U1 tD N w 00 N to N, o) tD V o) N0 i\ O M o V M V U1 M N M N N N N N N Ol d' M m N N N N N N a N n lD U) ct N U) Un V N tD 111 00 O d' N lD U) N o) 00 lD w o) tD m o) N d' tD 00 N N O n N N tD M O N V N n tD o N N O n i\ o) tD n <t O m M o) 00 m N o) N m o o M m n N n 00 d' N n N O tD c c t0 tD N U) ct 00 U) m n 00 N N V o) O N m U) O M V M m 00 V 1-1V of w c -I M n U1 V 00 m r O m ID' F O M of w w N' W O d' tD tD n! d' V oo U) N W N M of 1-1 O m m M M VM M N N N N N N N N N O N M r m N O O n m Ul o) 00 m m N O o) N N d' N U1 00 O O U) to O N N M m M N U) 00 tD O o) N V m 00 M V N n O o) N U) tD N N N O O O m O Vl N N N to t0 N U) N tD U) [1' N V OltD U1 O N tD c U1 00 O Olo) 00 V o) N of U) Ci' d' 'L' V N j w N d' of 00 -1 N 'a' N m of l0 of n n n M O m m lD M ri l0 w T n m n w n N I V mO 1n rNi tD N n 00 O N m N N M N N N N d' V N 7 14 rj i U1; N N lD i\ M N o tD V co 00 N N N V V U) U) d' m w Ln N o) O U) 00 M N N N O N O U1 N 00 tD N O V U1 0) O U1 0) N m N N N m o) m m m o) o IT V N n O o o tD U) n tD U) ct O O <t O N o N V N o) N n 00 00 m 00 0) W lD Ln V N o) 00 00 m o M n N O •-I U) t0 O U) o) M o) o) o n O M lD U1 U1 n M tD M V O V O O n V N d' CN V Ln M CF M oo N Ln O oo^ Mm m M V N N N N N N m N N N N N N N N N L M ol O m n o) N o N N M O d' n 00 U1 tD U1 0) o It U1 M M O 1n r U1 0) n-zt U) ID O N NU) o) N V V N N 00 V n N 00 0 N oN 0 ) ) O to N 00 w 00 m 00 m U) W V N 111 O V 00, of lD d' M N M m 00 lD 00 N O N tD N tp lD M U1 m o) llo) 00 lD U1 N of M LrV O V UI U1 r4 M 4 O m N U) 111 ri N V m m rl V U) It <t V O V t0 0 1, -i i\ 1* ZT n lD n col o) o) 1n U) U) Cl) tD N N 00 00 o m m m M N m N N N N N N Q O m m m N N N m N Q 1'n N 'i LD l0 0) N n O N O r lD lD U) V N N n N N M M Cl) V n U) U) U) to U) 00 n o) o N N 00 d' N tD O d' N Ln to 00 o) N M N lD U) O M m U1 U) M 00 a' 00 N o) N m D) O T U) o V U) n N n n o m m N M N 00 00 00 m N U) W 00 o) I, W U1 0) V o) 00 0) U) 00i (3) N O M tD 1p N ri o) of (3) ;f N t0 0) U1 tD n M N l0 O tD U1 O of M tD n ri r -I l0 N 1 O m N N N U1 00 M M 00 00 O N m N m N N N N m N N N N N 10 N I V In V N N N N N N N (A li N li 00 00 (N N d' w N tD tD 00 N N n M U) d' m N m V V O 00 N O N o) tD N 00 0) O rl'I O N O 00 n U) m Cl) O 0) N N o) n n O U) o) N n W o 00 N o) U) M U) d' U) U1 O O N o) N N o o) N U) o) it O n U) N o) tD lD o 00 O of N I� 00 O o) o) of o) d' O e -I 't V M m m C' n N r-1 ri Ch N o) O (11 n V n tD m 00 m N m Ln c -I n V n tD n ID W o) M m U) U1 LD O N 00 00 n W (14 M M N M (N N N N N N N 'I. m m m N N N N N N 66 MI N 00 N t0 O N N U1 w o) n N d' N m N N n lD N N N d' N O V n V lD n N O n rii d' o) U) (14 m N W 00 00 O 00 m W U) o N N [t N V lD U1 w M d' U) OD n 00 o o tD ,41 N U) U) U) U) W N 00 N U) m N N o) N 00 N 00 M N N 00 N M U) 00 ct V' m d' O o) tDIM U1 W ci M & N N ri of of W V of ri O M of O N a-1 O U) n V ri M n N U) p l N lD of O N U) o) O o) W 00 00 C1' N N V m N m N N N N N N C 0 1 - M N N N N N N � M i to ZI c)'I Q %LL LL u w LL LL 1 Z w Z w LL w Z LU Z Z w w LL �! d u w Z Z w wip ❑ m m V = Z LL ❑d, w m W ❑ LL Q Z U QO F LL m W 0 m d W m cc m o) ON N Q cm -I Ory N F cM-I ON N Z o ON N ON N O c0 -I NO N LL N oN N O m oN N Y ON N Z Ql ON N 0 ON N } O O O g O o O U O O o 0 o o Q o 0 0 0 o O O O o Z O o o O o o o w o O o w o O O J 1 z N \ \ w N \ OC N \ \ N \ \ d N \ \ N \ \ w N \ \ CL N \ \ N \ \ H N \ N \ >IU o 0 0 o 0 o o 0 o Q o 0 o�LLj o o o o o O o o o 0 0 0 m o 0 o Z o 0 0 o 0 0 V) 1❑ 0p o) O= 0p of O❑ 0p o) 6 CC 0p of O 3 0p m o O o0 m O❑ 0p M O O W M O w 0p M o O 0p of O w 0p of O d' N ri N W N ri N N N M L N H N N N N LL N N N d' N N N d N N N d N N N In N N N❑ �-i N N y O Q p O o� p o o Jp o O LL p o o LL p O O LL o o o Q p o 0 LL p o O LL O o o LL o o o LL O o o n -11 3 N N O N O N p N p v 3 !rl4rNO N N N O^ C C O NC14 CIJ O N 10 ri N N �% f -i N N D r•I N N ri N N a--1 N N N N N N N N N N N N N N N N N N N N oc N N N N N N N N N N N N N N N N N N N N N N N N Gm to M U U U m U U U U � 7I N O N N n_ N N Cl) O w IL LL ry Q X W V 1l ei N m w O 1, w N 0o N V N ul N 00 m V m 00 ul 00 00 00 0o N rl 0) N V Ol 00 M N w r, a -I ul m co r, '-1 M m N O m rl O 0o w V w O 1, O 0o M 00 c -I ul m M M O r- w 00 w O -I ul .--I .-i N Ol O r,n N o0 O al al N O 00 o0 V N al r, - M : m r, ci 00 0) O LO lD 00 d• M M M rl Ill O N O n n M V N O N 00 0) ci Ol M d• ul ul M m 0 0 0 0o m co n 00 w m r, oo n w w r` w In In r` w w w w In In In In Ln In u, v m I� M d' r, O 00 rl a w O .-1 N c -I ul r, n N 00 In In w r, O 1-1 O r� m O 0) W N O Ol -Zt w In 00 O M N O co m d' O N w w O 00 00 0) ci m 00 d' V ul M Oo al N w 00 O al ul r, N n w N V al al 00 at 00 [t w V Ol r, w Ol V 00 O d' V O V 00 14 14 N N In Ill ul w Ln rl LO W it O N M 4 In N' V o In O ci O w .--I 0) V n M w In O ci w 1, Ol M d' 0o V 00 N M In 1, ci m .-i In w O 1l n N w V m Ol ri r, ul In O I, In V N r, O n n 00 r, V r, ri d' e -i lz rl ci' r� N Ql d• O al Cl N N rl Ol .-I d' Ol Ol N rl M r� O ul M Ol r, m rl N d' Ol to n NU) In 'V� d` 7 V In d' r, r ID M M N 00 d' Ln V r- m e-1 00 w o w .l 0) m v m of m 00 In d• o m N of w In v ci N w 0 In m -i al N Ol r� o n co In m Ol -4 N ci w 00 -1 O rl N N 11 1-1 In m ci m N O O H ct 00 M 00 N al w M 00 dl u) N O M r- al al N V ly Ol M O [t N rl V V N O O O co m m V V w r- d' cmi In r, In lD ct ct 1- r ID W d' N N d' m m r- d' N O O O In Ol Ol In r, O N 0o w 0 N V N O ul O w w M In O d' N N O IH ci M O w w Ol w co V r, ci 00 d' O N 00 1, O N r1 N Ol ul w 00 O 1, co N Ol w F zt ul F, Ol O dl o0' al M N w N M w a V' c -I o Cl Ol M -t ul r" 00 00 M Ill N ul 00' Ill M 00 00 ul M V w Ln n 1D m m rl M V u7 N -1 N 0) m r� Ol r, N N n 00 N O w M 00 ei O ul d' It w N w .-1 m 1-1 r, d' N N m M 00 0o O u) Ol co w ul V O u) O c -I m 00 V N 00 M O O O o o d' ul In M w O w ul 0) 00 O M m al al al ul e-1 i-1 O ul w N r, O 00 V V V al al O N Ol al w N al 00 M N N ul 00 N N m d' Ol N V V O d' w In w zt In r, n M w w O N V V M ul O M m c -I c -I c l .-i ci 1-1 N In 0 0 0 v v ci O rn O M N 0 w co Ln v m N ct 00 rl Cl) In 11 c v oo T 0 m N 7 N r, w 0 N ul .--I w ul N u) N m N ul d' O Ol O O O -4 O w w N ul r� w 00 u) 7 al 00 00` F O oc .--I Ol Ol M al M 00 N V N d' M zt Ol al al O al ci ul ci M N M chi Ln lD chi00 00 ul tD df ul ul ul w 7 r, In It r, n n W In w M 1, O ID ID M M li M ct N N V O O a O O d' dt co a -I 0) O N co d' Ol N N w N M O In r1 In to ul N -1 d' 0 0 0 w N u) r, m w 00 d' m .-I -ct Ol O N N c -I m 0) V r, w 0 w 'd' w Ci v w w rn O In CO .-i In of 0o rn O w d• O al v_ m al m -t oo m v w In M m al w ko of �D M N ui 00 M In o i6 iD d' co ID v 1, W LD iD M N m M ui r, 0) N ci c -I o ci m ao o ri r, r, w co Ln -zt m -t V r, In oo o M N o n w 1 00 N m m Ln m d' 0) M O r- O 00 m V r, ci w O w d' ul m m m M m .-1 O N M M w r, co -1 rl M M 1,ul 1T O w ul d M V Ol N ul w O ul d' d' d' V al al O a -I O d' w V V V .-i 1, n Mm M ul ul r, V 00 N lD M V ul V m r, n n l0 LD 1D -1` M N ul 4 M 1l N' r, 00 w ul w V ci d' w O w a -I d' r, ul O ul M N Ln ci N w w 1-1 0o II. n (n O O m Ol 00 O O N I, 00 O In Ol O w 0) V Ol 00 N N w ul ul V w r, M N N o LR ul d olci Ol w N N N al d V rl W O w ci V V oc O w M O w e d O ul r, w O w d' O d' m N to m 0 b m ul w <t d' 1l n d' w N O N V M d' ul m M O 0o M O 00 00 O 1l m 00 O ci N ei M N w N M m c -I 1l V n N 00 O n ci Ol m ul M rl d' r, ci w 0) V O n n w w M 00 O w d• -1 r� m co ul ul 1, Lr) N ci Oct M r1 ul O M d' al o ci 00 N M of O ul V N' ul d' M w � a w I, w Ol Ln N rl M 00 r, V lD V m ul ul ul Ln w w N n M NN N Ln d' 1, N M `i ci r1 c-1 1, 00 M 0 H o 0 0 00 ul m n 1-1 O d' N m o ul w O w d' N Ol a n w 7 r, V N co 0o to H w o w w w 0) 00 00 d' 00 m w H ul d' Ol O M m m r, ul rl Ol N al Ol w M Ol m d' d' w 10i ul It w ul d' lz al Ol Ol rl M N 00 rl O ul r, O Ol M N ul ul M :Zr d' ul w lD ul ul ul r, n -i w M Ol N' M 4 d' ul w m ul 00 O 00 O vi V m ul ul ci 00 r, ul w rl N O O n N N o ul 00 N r, ul H m li w 0) O o 00 In N 1, 00 00 N N 00 r -I 1n Ol V V ul w w r� Ol O 00 r, V V 00 0o 00 00 al ul M Ol d' al w N M al M r, O O M n d' d' V al O al 00 M O M N N 't 't Ol r, ul M ul ul m W 00 ul ul ul Ln N V Ln lD d' r, n n w LO w N N N V ul V 1l n N c -I wW Z Z LL LL W W Z Q W Z LL x W Z W Y Z 0 m W Z S t LL ui Z ui CZC Z W J Z Z Q Z Z J L O o. p[ Nc\\0\\viON\O \\i p 0 N NNLNN i p N N NN rN I�N N F Nf^!\N \ffV UNN\No \Nro Nod N QOOO O o u7h,N 0oNo 0 N N Z O O O O O O O O 0N N N N N NW r1l NZ 0 N N N o 0 o O 0 o 0 0 o O O o O O Wo 0 o Z o 0 0 o O 000 u 5 g rr-1 U 0 0 0 _ Oo .O ry .i > OcN O o mooMo oo M o M o oo m r1 u i N N r1 N mci N N U No Q=►�Z O 0 0 0 0 00 0 0 0 0 O 0 0 O 0 o O 0 0 LLO 0 0 0 LL O 0 0 O- 2 c� pO0OyO^ pC! N r14 p O p�C LL- - p N N N p i ti ti ti N ti ff NNtiN NtiN p ti ti ti N ti 1-i-iN ti u u u v u u u u v ti 0 m m m CL LL LL LL W wLL w Z Z W V Z x x Z ui z m LL LL U W Q Z W Q. W W Z Z W z m p Y LUL m = C a g O Z 1 W W V VL Q L W J to Ql pN N W 01 pN N= M pN N p pN N Z O pN N W Ol N J 01 pN N m 0 pN N a Cl) pN N D I pN N a Np N LL pN D o o �- 0 0 0 o 0 o Q o 0 0 Z o 0 0 m o 0 0 `_^ o 0 0 0 0 Cl 0 0 0 0 0 0 0 o 0 o p� o N \ N \ O N\ z N\ O N Q N \} N \ N\\= N- = N C W N C 0 w 0 p 0 0 W p o o Z 0 0 0 w p O O h p 0 0 p O O z 0 0 a p O o p O O P p O O C p 0 0= O r -I N ei a N N N N s -i W .-1 rl c -I to N N Z ,� rl e-1 z ei N ,.� c -I e -I C ,,.� , , i a -I a -I .� rl H N op Ol O 0p T O p 0p Ol O z op Ol O j pp m o a pp al o m pp of o LL w m o Q pp Q1 o U p0 dl o g o0 0l 0 0 0l h , N 2, N N ,--i N N L7 c -I N 7 c -I N O- -1 N VL -1 N �--I rl N z_I, I N J� c -I N rI ri N w .--I y p O O LL 0 0 0 W p O O LL 0 o O LL O 0 0 LL O 0 0 LL p O O 0 p O O LL O 0 0 LL 0 0 o LL p O O Q 0 N N C O N rq N(N� O N rl n4 0 ry �� O ^�� O ^! � 4 NN I O N N N O N N I O N N �l N N r1 N rl c -I c -I g rl rl rl rl N N r1 i rl N N N c -i c -I ci rl c -I rl N N c -I c -I rl N c -I N rl ri N N N � c -I c-1 ci � c -I c -I N Q c-1 c -I eq C u > u U u u F u u u m z r ry °.-i° ti )" m m m Ln r, m Ln ti o v m m o n. .. oo o.Ln . v m o n o N °�° l!1 Ln lc ci lD N .-I O O O O of lD Ln L'i V lA n rt M V lltD N a -i o0 n lD N rl N tD V7 ~IH li Ln Lo LD r4 r, LD w LDLn d' M 9 � v m V M m M M M N N N N N N11 N r1 � N' l r1 11 r1 r1 C N N N M 00 N tO m O oo oo m m o o O m 0 Lo m oo O In O O In o O w n n to n V) n N N V1 n O O o O M N o0 W O co 00 c -I of O lD O w of of of . . . '-I M � . . o) o) N . . O O . . N � M . . . M 0 d' O of . . V V) co oo V' V) Q. M M N M N 1 N N N N M N N N 1 N N rl LL N 0 Q m Lo of M N ID oo 'T N o n c -I O 01 O O O N N 11 N V o) O O n V) Vl tD n o^) IT o) . . o) of . . M of O . . . O^ -t N . . . V � . . L W ol . . . V) ll --I . . . ol --I 13 . . . V) O . . d' Ln L rl M N m rl rl N d' V N .--I N N N rl c -I c -I rl rl N W O Z M V m O V [t V) n M V oo o In o o o o to 1- V of oo N M oo to 0 0 O V) n 01 0) o) n n tD M N of O O to r1 0) n w m O I e -I M Zt o lq V) o o O O n 01 O c -I N c -I co O M M V N 01 0l o0 V V m of o O V) W m N M N N N N M N N N N N Vt V N -1 -1 N .--1 -1 t O M N O o a-1 N m rl V) oo o0 O O O O M N 01 O d' ch O o N O c ID O ZT of of of W V O 4 -1 0) m of V M of I, m of o N V) N O O O O O M O N M M m V V) n of w 01 N n o n V m m o O m n N W m c -I w N N N N N N N N N r1 N N N 11 N CL Ln W oo o `DD p O Ln -i of of of V Lo w V O V Ln tO n oo W -1 N opo to M 00 o 0 V Ln 0 0 0 V) O O IDD o o N N LPI 00)) o Lm O CY O o o o of m m m n c* M Ln o0 . . tD N Vl . . V) N N . . . V N N . . . N N N . . V V 1 . . N N N . . . M e-1 N . N N . . N e -I X 7 U) a X 00 N N to n t0 of V) V N c -I m V N O 01 - Ol of LO O LD e -i O o M o O n of ri of O o O r1 tD m N O lT r1 O n N N N O O O V O M M rI Ib m O N N o M O 00 n O of of a) -I m v o o0 1, r,O a c m c In c r, m v m M o O r, of o of In oo m In Q N ti N V1 Ln t N N N c -I c -I rl N N N N V H N N ri v c 0 10) O n n tO N r N d' oO V O d' O o 0 0 0 0 oo N n V) N -1 V1 rt N (p r to tD of O of tD n In to m o) N tD e-1 I� of M n tD O N N N o V O O O V1 O O O O P Vl M N O of lIce-I W M V1 1-I 0) V O V1 O o r1 V N N Ln M N Q1 r1 M N N m N N N N N N rl rl r1 N rl N '~ C p ^I3 u U 00 N oo oo of o M N N Ln N o o c -I N O O w n V V O o o Ol O NM V) o Q tD In lO of 01 01 to vl m to 01 V m O lD r r oo v o o V n to o o o Vl o O o V) O O m rn to ci tD oo r1 M ID V) o o m n % V) O o oo V) m (n ti In Ln N m N M N N M LD N N N N N rl V N M N N N N N N N N N C T m co g 41 U N .--I N cf -1 (3) 1� -1 o0 o0 O N O O o0 O N o0 tO N N 'cl' c -I .--I M n N 7 I o0 o0 l0 n n n M o Ir In N O tD O r O V) n V) V) tD O O w N N 1-1 -6 0l of o) of zlV n l0 l0 N m 00 V V1 V O V M 01 n I N n V m 00 m O r1 -1 M M 1� N N N N ci ri N M V N N ri r N M L M fl a I of d' V m m n 0 o n o V) N m o o N 0 to rl w tD r1 n N O O Iq d' n oo 0 4 J O n o0 n of 01 01 n LD n V V rI O at V .--I Vl oO O n o O V V) o M O O o N of O m 01 W W 0) d' cV .-I O N to rI of rI O O V o O 01 00 al M M a o O m V) V) U N rl I:F m clM N N N N ri c -I d' N M rl N N c -I rl ri N N N E N U (0 +J V V to m N o) N o N O O O o N N M O of oo N n Ln 01 N Q a V) of al al Q1 r' W 01 n d' 01 a' oc M ul W <D n o) M of M c-1 O c -I O O o M m 01 0 0 o Q1 O O o N o o d' lD M m o N d' W Q) Ln V) 00 ci Il Ln N of Vl V W d' t<) w M 1, lD N N V) N N m N N N N r -I N d' M N N ri ri N N -1 a--1 m a co w � 0 LJ,J V) oo oo W 1, co n n o N n of W c -I Vl n d' of V) O oo N co V) O o o O O oo O o O O Ill lD -I W O V) tD Cl I� of n N O O oo o m o0 O o0 o V1 Q 01 01 of , r1 zztR M M n O o V) c W O V N c -I lO al V tD V V) dt N m a N N N M N N N N N N N V M M a --i c -i N c -i c -i N N N LO 0o O C �I LL LL LL W wLL w Z Z W V Z x x Z ui z m LL LL U W Q Z W Q. W W Z Z W z m p Y LUL m = C a g O Z 1 W W V VL Q L W J to Ql pN N W 01 pN N= M pN N p pN N Z O pN N W Ol N J 01 pN N m 0 pN N a Cl) pN N D I pN N a Np N LL pN D o o �- 0 0 0 o 0 o Q o 0 0 Z o 0 0 m o 0 0 `_^ o 0 0 0 0 Cl 0 0 0 0 0 0 0 o 0 o p� o N \ N \ O N\ z N\ O N Q N \} N \ N\\= N- = N C W N C 0 w 0 p 0 0 W p o o Z 0 0 0 w p O O h p 0 0 p O O z 0 0 a p O o p O O P p O O C p 0 0= O r -I N ei a N N N N s -i W .-1 rl c -I to N N Z ,� rl e-1 z ei N ,.� c -I e -I C ,,.� , , i a -I a -I .� rl H N op Ol O 0p T O p 0p Ol O z op Ol O j pp m o a pp al o m pp of o LL w m o Q pp Q1 o U p0 dl o g o0 0l 0 0 0l h , N 2, N N ,--i N N L7 c -I N 7 c -I N O- -1 N VL -1 N �--I rl N z_I, I N J� c -I N rI ri N w .--I y p O O LL 0 0 0 W p O O LL 0 o O LL O 0 0 LL O 0 0 LL p O O 0 p O O LL O 0 0 LL 0 0 o LL p O O Q 0 N N C O N rq N(N� O N rl n4 0 ry �� O ^�� O ^! � 4 NN I O N N N O N N I O N N �l N N r1 N rl c -I c -I g rl rl rl rl N N r1 i rl N N N c -i c -I ci rl c -I rl N N c -I c -I rl N c -I N rl ri N N N � c -I c-1 ci � c -I c -I N Q c-1 c -I eq C u > u U u u F u u u m z N N M O W CL IL Q W n O 00 1 N O W cn Ln Ln O N V d' o0 M m N co a) O) N Ln tD V M a) O 00 a) Ln 1-1 r1 Ln r F N O n 1\ O M 4 m N N M lz cl d' w M O rI LD N N lz rl m N O n M LD n O a) LD n d' d' LD M n O m N m n co Ln V cl.--I O N Ln m N n O O M 111 n W V m o0 V Lc al -tr cn co M M Ln .--I N tD O r, c -i al ill n LD O al w m Ln m h M M al n N .� 00 r1 M N n Ln Ln V O n c -i V O r1 M r1 O 1\ M n Ln LD O Ln m d' V' rI m N" tD r1 O N al al al lD n LD v m V v m v V m m m m m d' m M M M M M M M � N rl rl N i 1 N I V a) V al M Ln O O N N 1-1 tD Ln N co Ln N V Ln N N W V co Ln rI Ln W N N n M Ln V V n N m o0 N .--I , N tD O M m n r1 d' LD Ln n n W N al W N tD n M M LO �T LD n rI c -I n co tO W O co O rI tO N W Ln m O IX) n Ln 11 O w O V O OI V N m m N oo n Ln Ln M ID O al m N CO n N n M O1 m M V m O al n N n lJ tto w Ln N V h m in Ill m N N N N N N c -I N M m N N m m N N m N N N N N rj� O N tD O m co a) Ln m n m m N O L, O O W h rl M dt n Ln N V M Ln m It r V: n O co ri a N a) ZT w rl N O a) n m V L, ri O m N al M N M co rI N Ln LD tD n M V al al O N V M O o0 V Ln m M N rl LO e -I N Ln rI l0 O O w N N lD al rl V L� LD M rl O Ln m N V r m m m a) M LD w M oo r Ln M m Ln N n co LD LD ' n m h n N n L, ID V Ln N 11 M N N N N M N N N N N M N N m rl rl N N O Z -4 l Mw LD Ln N N O co O w M M al h Ln 14 m co l!1 l0 M m ID -Zr l!1 Ln m Ln M to ei Ln V e -I V al al t\ O al O tD M a) rl rl M 4 al r1 al n al O co Ln W Ln N Ln N O V O M n m m V V N n N a) N N LO Ln Ln Ln al Ln M al n 1` O V N oil Ln O a) h a) o0 LD n m O rl a) m d' ri co w N al m ri Ln O m V m L\ n w m ' 0 0 0 m n W Ln d' LD ct M rl N N [T m m N m N N V N m Nm N N 11 N t+ O � N N N O N I M r r1 N N n co L, n O m 00 O O O Ol Ln Ln N rl O O lD O co m lD LD n tD; n O V V n Lr O O m 1\ al n n V L, m N m W O rI O lc n V N 00 n N tD W N M N O Ln LD M O V n clal n n co oltD O cT M m .-I .-I LD ZT 1\ N LD V N I ri LD n a) n O V r ri n O O a) 11 LD V n n co V M M V Ln N' V rl V Ln w O. en jl n co O w W n d' W V N a V N Ln m M N N N m M M N N m N m N M N to ~ n V Nci W n O Vo) M O N rl W n a) a) m N O N m al O w L, Ln r1 LD al rI n O N N n M 1, ! a): Ln Ln N Ln al al V m m V Ln N w N a) n O m N m N m lz n O Ln N Ln N V rl a) Nm O N M rl Ln n O n n V m LD al a V al co al al O N O M olN N i n m V LD O V Ln a) n n N O Ln V0) M al LD n ch Ln H m rl d* LD Ln Ln W Ln LA N n al n n n M Ln v m V Ln V N M N N m N m d' N M m N N M N M Q N' V co V M N t\ O Ln M CO rI r Ln m O 1-4I al n n al a) N tD M La W a) N m N O O:i N LD 'cl' O W O N M M 1p lD M w al N <0 O N N O t\ LnO1 m M Ol N Ln N rl N A N N Ln m Ln co N O 1p N al 11 w lD a N l O n m M Ln d' N ci al n M N In rl rl N al rI al n n N n N N O V t N V rl V N co al N N N N tD O N LD Ln n m O a) N n co m Ln LD n V rl N V N d' m m m m m N m M m N m m N M N eil N N 7 N'' 001 N -I a) O Ln N W N Ln Ln n V O N O oo a) N N N cT W a oo d' m m O n w 001ri rIl al Ln rl 00 Ln Ln w N tD O Ln Ln V0 V W O n a) LO Ln V V N V O Ln n O n n n Lc V r1 't V M n W o0 O r1 ri d' a) n 0) Ln W O o0 O N M m O M o1 a Ln w rl LD N N a) ri 't V a) O a) -zt L- M W Ln m al w N H V Ln LD Ln L, LD LD N w O a) al a) CT n tD N N d' N H M M N N N N N m m N m N N N N N C 7 N' LnLn N 1, a) tD Ln n O O O1 rl Ol N O co N ri O't Ln M O Ln V N Ln n LD N n 1 m -;T -4 rq W a) H ^-I m W rq Ln c W Lo N a) r -I al N V N V O^ co W �O r -i LD W M lOD T am) W LL '! Ln O O W O O n m T n O N l0 n W V r O rl M M tD M lD tD lD' Ln n O .), to 1 r1 C1' co W n W cT LD Ln d' M m m m M M N m m m m rI m N N N m N N A rt; 11 r N N Ln'I rt W co W N O V w LD CI a) Ln ' N n a) M oo LD oo N r LD m V V al a) N 1., M al p M n n N LO d' M m V N m clM W n n al O Ln n a) ri O o1r1 W 1, N N O cl N to 11 LD rI LO 0) d' Ln LO m 11 W O) Ln Ln al N Ln O O flW O V V O cT al V LD1, O LO V rl a) O N LO h O Ln (0 N rl a) Ln rl m 14 m N m m Ln N LO Ln n w L, Ln ! (n a) Ln m n n W Ln V Ln V N Ln N N N M V M m N m M N N M N N N N N M NlD n (N r1 W W O V a) al n LD O U) N LO n O n M W L d' On n rI LD m O O M W O ri to O N M n N N W O O M rl M n n n O Ln rl W rl Ln LO rI m N rl m al W m N V N Ol 11 W 11 N O N n O M N N Ol N Ln a) W O M O O r, N N N f0 LmD Q): oo rl oo rl W W Ln LD Lo m m m m m M m m m M M N N M N -1 11 N G ~ ' O al m O W Ln O O Ln w V t0 m V N Ln n n W W n a) N LD O M d' N W N d' to N; rl O) m m c c Ln Ln Ln Ln a) n W LO n r1 N ol (7) d' N n n M n N N LO of W N (3) a) N O M V N V CT a) O a) O m N O M N O al O n rI LD Ln N N` al tD N m a-1 (14 W O W rl al d' N O a) a) al a) N LD al m M m m m Ln al Ln n h n fn m a) a) tD W m V n Ln N M V N N N N M N N (N N m m N N rl N N N rI a ao i LL � m d' n N n Ln Ln m H V O W Ln cf Ln w W u') LD O O n w d' n n n W o0 w rI O Ln i Ln Ln Ln o0 c cr O M m M M Ln to w V rI O N O W LO M O M V W m N N M m N LD Ln n V N Ln tD n n Ln a) m rI W tD V O N a-1 N cl a) M rl LO M O V M '. m o0 11 tD n m C)m n Ln O N n n n tD r r N W H V O Lf) Ln -) Ln LD n n W (3) n W a) oo Ln Zr d' V N V m m m m N .-i N N m Lt') N a' N M N N m N N C cl � rl Zi O' J:. QLL V` LL W Q'W LL W LL Z J Z W Z Z Lu Z W �'. Z U Z U m W d m �i0 J U 2 D w c LL L` v m J K O W W tl' Q LOj J Q ccLLIN c F Z LL LL L J a) O O! m Ql O O al N a) ON 1 a) pN Ol W O) Z a) O rl W O O rl Z m 0 rl m 0 r1 Q ci O Z N 0 0 c -I N 0 0 LL N p[ O O r1 N �j O O Q NO N O O N N N Q O O N N O Z N N 0 0 N N w_ O O ;0=ti N N 0 0 >„ O O N \ Q} 21 F-- 0 N 0 N \ \ O w N \ \ O N \ \ O N \ \ O N \ \ N O N N \ p N p N \ \ Q 0 p' p 0 F- Z W U p 0 0 N H' 0 0 0= N N p O O Ln N 0[ p O O N W J p O O N p 0 0 N N OC p O O p O O Q p O O Z p 0 0 N LL r1 r1 r1 r1 c,l rl Ln N rl V rl rl r1 Z c•l rl rl Q rl rl rl O rl rl 4 rl O o0 - N K� m ON OLL Lb m ON K Lb m ON O w m O W w O 00 m O H W N O 5 00 o O LL o0 m O m w Om) O N y LL p 0 J I Q p O O LLL 0 0 0 Q p O O J p 0 0) em p O O LL 0 0 0 LL O 0 c) LL O 0 0 0 p O O CN LL 0 0 0 a N\ O ?� ^� N r O N\� 3 \ N OO N\\ N \ O N\\ O ni \\ O ^! \\ Z N\ r O N om\ rl N , ci N N rl r1 ri ri rI rI rl rl r1 u r1 ri rI r1 r1 rI rl rl N rl rl N rl rl rl a --I J rl N O O m N N rl rl N N N N r1 m V rl r1 N m H N rl NH rl rl r1 N N r1 rl N O rl rl rl N rl rl i m U m LA Ln U U U H U 0 O M O M Il LD ci n 00 O N V) ri n M 1l O tD O V LO N 00 O Ln ci Vl N 'cf tD O) V) « M V) 00 N lO N M n M V1 W Ol V tO V) c-1 N N 00 l0 01 N 1 l0 W N Vl N N O N S O W d' O tD __t N tD z V) z 7 .--I W O llN 0) V V N N lD V V O ~ O 01 O n 1-1 N O N N M O� r -I 01 N 00 001 O 00) O 00 V) n Lnn Ln t00D u) Ln V01 Ln M M N m Ln M M c M N M N N N N N N N N ri ri N r1 N r -I N N r-Iri ri r -I r -I c -I c-1 ri c-1 N N C N u o0 W O V Ln t\ O O lD O ri 4tc-I O Ol tO * 0) N r, M O M N n N V1 V tD N V) W I., 01 r-1 tD Ol ri to n 111 O N r -I M 0) n V 0) 0) Vl M M r -I M V) M V1 Vl N 111 n% O 01 O) Ol N V) 00 W of tD O r -I W N r -I N ri O V V tD Ql 00 00 (31 n n n O N N W lD N 1 N N m 1 M O O c -I M0) O V n 00 N M V) 0) n n W r-1 M N d' 1-1 ri ri r1 N N N N N N N N r -I ri r-1 N N r1 N 14 01 N 0) M tD rf O t V) O Ol O N W V Ol O 0) V Ln V O1 00 V N V1 n O1 V) O r1 00 O1 dt O V) V 00 N V1 V) V) n M n n tD tD V7 O) M n O 0) N r -I n M 0) 00 O V) 00 V V) 00 M V1 V V 00 z O) V) tD r,� c -I 00 00 l0 ri M M lD 00 N lO M V) al n W n W 31 V l0 U) t0 00 tD lD t0 W V) n M O 111 cn ci Ol V' M M l0 V Ol 00 00 ri 00 V) 00 111 I, n n N ' N N N M ri H N N N N N N N N r -I N c -I M c -I N N ri N N O Z M O c -I n V) t0 n n M 01 tD 1, V 1\ O 0) M 0) n 01 n tD O V T N n n N (M 00 n n (14 M W n N 0) O lD N O n tD N Ol V W V) W Ol V) tD I, O) N 0) 1, 0) d' lD V N ci M 1� r -I O O ri VI n n 00 O V1 O lc V7 V) 00 lO n V V) 00 V) V) V M l0 V) O 00 N tD ri 1, n O to lD W' Ol O M tD n M n 1\ lD n ri N ti' V) n n n V 00 V) O 111 lD LD l0 11 N ri M LD t0 lD ri ri ri O o0 rr-IM N ci ri r r -I N c -I ri r -i n N N N O N O' N ri N V) V) tD N 11 N t0 V O N ri N Ol o0 00 1-1 r -I V) Vi V) a-1 ri c -I r V) t0 ri N N C 7 O O (l Ln Lri O) V) O C) 00 1, Vl n V1 N M lO V V 0) a O-1 In M V rN 00 O M N d' O 00 r -I N n 00 t0 D Ci' d' Ol rNi t Ll W V) Il l0 tO M Ol % d' V) V) T n rMi Ol M tOO Lr � W 00 N% tD M LD V1 n to V1 tD 00 N N N' 1, Ol' M a -i M M N 0) O M tD 00 O O V1 tD V1 n r V1 lD n N N ri N N 11 c -I N (14 ri r -I r -I r -I r -I 1-1 IH N ri r -I r1 N r -I ri ri N r -I 11 r -I O) ri N M O c -I n V) t0 n n M 01 tD 1, V 1\ O 0) M 0) n 01 n tD O V T N n n N (M N M M l0 c-1 00 N 1-1 N I- O 00 n V) tD M N 00 n V) al t0 O (14 O O M tD n 0) 00 tD Z c -I N 0) 0) N al O N N M LO ,iM V) 00 .-1 V 00 00 t0 0) dt Wt tD n 00 V) ci M M W al V Vl M V) lD V1 00 to 00 M M n dt N 00 ri N N N Cl) d' M 0) W ry M 00 Vl V) n 1\ tD tD M r -I M N r -I N r -I .--I r -I N H N N r -I ri N ri ri ri ri r-1 ri r -I r -I r -I r -I N ri n N tD V 0) 00 O) 00 Ol 00 t0 00 It Ln zT c -I O 1, M 00 V) V) M O) V1 N 0) O V) M tp d' Ln LR cM-I d' 0l1 ID 00 O^ Lr t^O rl O lN0 IR M V) lO d' tND lOD ol O aLn M -I d' I� O I O n t00 W n 1-1 00 n V) N 0) V) tD d� tD V1 M n N V M 0)' r -I V n M n V 00 r-1' n M M Vl N 01 VI n V) n N M M N r -I N ri N N r -I N c -I c -I c -I N N r -i N ri N N N IH r -I N N r -I ri N c -I ri O O LO ri n O1 M 0) ri 00 1" O1 00 O- V d' M M W N O^ It V1 1, V W Ol n O 0) 0) 01 W tD M 00 Vl M N Vl LD 00 N c -I O 00 lD N ri r -I m N N W ri V) I, t^D %t n n n m V1 ri M N tD O) V lD V) VM) N O V1 n r, -4 M N 't W N tMD d' O r of n i Ol Ol V M O 0) N 0) 00 1l r rr-I V V n n W 00 tD lq V) Ln c -I O tD tD l0 N M N 00 O N M Ol V V) N 0) O) O lD n n V 1 O OOi O1 V) r-1 l0 n N N N ri r -I ri c -I c -I N N N (14 r- r -I H M ri ci ri ri 1-1 ri r-1 r -I N M ri M N N to d' N N N N N O c -I 0) O lD V n N V) 0) M LO I, r -I O 1� M ri 'd' N 00 O d' d' tD m M N O) d' V N Ol Lr V N 00 V ON tLD a-1 N N 0V0) O1 n n n ON W Lr V W O1 O V) lO V1 N d' dF tD tD V1 00 00 M O N M ri 0)' N 00 lD V1 tD M 00 V7 Vl M 00' Vl n -1 V) P n N N N N r -I ri N ci ri 0i N r -I N N r-1 rti M ri N ri r -I N r -I N M ri ri ri N 1\ T 00 M tD 00 1, 1\ ri 00 Ol O1 M n 00 M V1 01 n V1 M lD 0) 00 00 n V) M N n O Lr tpD IR C S C � rn � v o`to * m 0 n m v r1 ton INn o U m m O n Ol rn m ooc M tD t0 M N N n to l0 ri N ri O N 00 N ri N d' d' O ri ri N ri O 1-1 N ri N 00 n N ri (N H O r -I M ri -1 ri n 00 V) r -I r -I 1, r N c -I N V) I, n c -I lD 00 ri V O D1 t0 'V' M 00 n n V) M lD O) O r-1 V) ri to N d* M ci I, M N 00 O O 00 V1 01 M O O) dT N O N V) I, n n n r -I n n O O M V1 O O V) O lD Ol O O) 00 M O I� n N t0 al W 00 N d' O M 00 00 ri tD lO N W lD W O W tD n V d' n O t0 Ol O V n c-1 lD LO LO O M ri rl N M 0) V) (N O 0) 0) (n O O V 00 0) V) M lD n n n n l0 ri M N ri c -I ri c -I N N N N ri r -I 11 N ri ri H r -i ri ri -1 -1 ri ri N m f O n O) 01 tD N N V) t0 O o0 W M O Ol O LO V) M V) N O1 Ol c -I O1 ri 1\ Ol M O d' O r -I W d' W O N n tD O al O 00 O r -I tD O M Vl O W W O1 V1 ri O) N W r-1 00 00 l0 00 W r -I 0) V W M r-1 00 00 M tD 00 F\ d' n d' M W O1 N V) 00 O1 W W t\ V) tD tO N O M 1� M N O m01 N M 01 O V t0 00 01 n V1 00 O n n 00 .-1 M ri ri N N N -1- N 1 i r -I ri r -I N c -I N r -I c-1 c -I r -I c -I ci ci N a w LL O lD 0) ri 00 O 0) n V) O O 1\ W 0) n d' N ri tD O O) Vl O N 0) 1-1 N 1\ H O) 0) V1 d' tD 00 00 n 00 V V V) V O O LO ri n O1 M 0) ri 00 1" O1 V V N ri Ol V V d' M M W N O n d' V) V) O' N N M M 00 V) V1 1, V W Ol n O 0) 0) 01 W tD M 00 Vl M N Vl LD 00 N c -I O 00 lD N ri r -I 00 N M ri N ri V) rt M0) N ri ri 00 M0 r -I r l c -I O rl ri N ri tD 00 VI ri ri 11 r-1 00 c ri ri n n tD N C 10 LL W W Z W LL Z = w Z W LL L6 u x W Z U ly W W W LU Z Q i Z V) IQ W Z m LL Z W W U Z CO ? 2 Z O LU co C W m Z v 1 Ol N Ol r4 N J Ol N N a Ol N a Q1 ON N W O ON N ' � O N N f- Q1 o N Q Q) ON N 0 ON N m O ON N u J D O O a 0 \ O W O O= o O N_ 0 O O 0 N O} 0 O O Z \\ Z D\\ d O\\ OG O O Q Q p O O'n p O O p 0 0~ p 0 0 �"' p O O p O O p 0 0 0 p 0 0 0 0 0 O O O W p 0 0 ¢¢ ri w N rti ri QO ri oe ,� ri ri oe ,� ri ri Q ri ri J ri ri u ri ri .-I J ry r-1 ri C N r•1 ri ; ,.i ri ri Nr -I O W d, 6 �. 0N0 N ON J 0060 rmi pN Z O�0 .�-I pN Z O�0 M pN 2 0M0 0 pN x OW0 .M pN O W M pN x M M pN a 0010 m pN a 000 � pN ►Q - y LL O 0 0 LL O 0 0 LL O 0 0 LL O 0 0 LL O 0 0 LL O 0 0 LL O 0 0 LL O 0 0 LL O 0 0 LL O 0 0 LL O p O LL a O N� O N N� O ry N O^ N N O N N N O ry N N O r N O N S O N rq g O N N N O N C O rH-I N 14 N N r�-1 r�-I r -I r�-1 rri r�-I r -I c -1 N N N N H N r�-I rrH rrl r 1-1 li ri rr-1 r -I H r-I r�i C U V U U U U U U U V U U cc N r -I O tD 0m0 m CL r 'C N .--I '0'0' 00 n r1 V O ri 11 0) M r, LD V 00 ci Ln V IZT N M V' N V O V V) rl V V 00 M N O Ln 00 1-1 M n Ln V) tt O rl O I` Ln 0) 00 00 W N c -I n m LD n o) N O) O 0) rl V M c -I V) M N W LD 0) Lf1 N W I\ t\ V N LD rl V) .--I M rl m m r1 d' Ol LD M dZ 0o n O M ~ O r, m V oo r• 00 W Ln rl 00 1-1 N N V N rl N rl rl Ln d' N N N V 'O o) o) o) 00 00 00 LD O LLD Ln V) Ln V m M Ln N N N M M e -1 N N ti N N M C N N n M Lo V LO V 0 00 V O LD 0 O N O o, N n 0 LO V) O N O N O O O O O 0 O O O 0 LD O O N O N 00 r1 O O oq n M O O) to O 0) O m 0 0 O O N 0) 0 ct M O 0) iy W O M V N W O O l0 00 N N N Ln O V) M N CO al 00 d' M m N w lD m M O) co Ln a -I N Ln Vl IH V 00 N rl 0) V1 N O O rl O rl N O n 00 O d' o0 m V' O N N O m d' O 1-1 0) N V co O 0 0 0 LDS O O O O Ln n I\ ct M N W V V V M 0) O 00 0) N W V e -I Ln V) Ln O m N O r1 N 00 0) N V) N d r, r, n n tD LD W w r, V Ln Ln '7 d' d' d' m N V N m rI LL u ci 00 00 -1 N r• O -1 O d' a -I O N N V O ci N O 0) O oo d' N W oo M ct Ln LL ct n oo M M Ln oo r1 n M ' V ul r1 O a V O V o M O O LD O In O 0) V I\ o Ln O N c -I O o r, o olll Ln v Ln m of of Ln r1 O LD m m N N N rl oo (� n n r, n O r, V m M V V) V V ('/) N C' T .--I m .--I .--I rl .--I M Q N W W c -I N N O rl W Ln m O N LD O O c -I .--I co V V M LD N M 'yam- O M N M M 0) O O O V1 W O O 0) O V O O 0) n LD a -I V O V N V O O O O lzz V O O n 00 tT M M Ln M r1 O O Ln O fn M m r, r, Ln 00 LD m w m -zr V d' V V N N N ci ri i -i r1 ci W p N m w M 0) Ln 0) r, rl r, to rl rl r1 LD VI r1 1-1 11 O N O O w O o) tD Z V) O O � v v at -i O m m O 0) O N aL Ln Ln O) d' Ln of O O Ln Ln r1 N r1 rl O O O v Ln V) Ln N O oo m 0o N N O Ln Ln O Ln oo Ln m V m 00 N ct N rl LD rl m N d' O N n O O O O O 0) w Un V) W 0) N O -zt LD to � n n LD M M n 0) W M M O O n O V) O Ln W w Lr M r1 m 0 0 V Ln Ln M O V) r, 0 0 0 VI O Ll'1 O 00 O r1 0) M N r O V) 0) VI rl O N O ci m m m m !V rl N C t` n n r• r, n M M V) 'd' V w V V V rl N N N N rl N r? ti r? n t4 O U O 00 0) Ln ri M M O V) W Ln N N O O O co Ln 0) V ID LD W 00 O 0) W N 7 -p O V1 M O M O V) N r, M V M 00 O Ln M 00 Ln N M O .-I O O V) Ln O O V) O O 0o Cl0) O r, rl W c -I m r, O m 7 O M ri N O d' V) M N M 00 N Q w n V ci n V) n 00 V1 V Ln Ln 7 V M rl V' a -I H N N rl N rl N 11 C co W Cl) co 00 O Lo O m O [0 Lh It co LL O co O 0 O LL t\j N co U N CL 0 (D C: W r U) U 0 LLW LL LU Z W W ZW Z w i Z Z d Z 7 Z LL w LL m LL H W a u Z z z o z z p g U. IL O W U Z W IL = w W a. zK H J N M ON N 0 0 oN N m NO N O O ON N Z O ON N = O ON N W O ON N O O oN N O ON N N g 0 ON N ¢ Ol N LL 0 0 o W o 0 0 0 0 0¢ 0 0 0 Z o 0 0 0 0 o m o 0 0 0 0 0 o Q o 0 0 o a o 0 0 0 0 W N N N N N N 2 N N N 1' N N N N N N N N N N = N N N N N J N J N N N W N N W � � J �� �' NN O N NZ ¢ N �� ,� Z -N_� ¢ �� C5 0 0 p0 p 0 0¢ p 0 0¢ p O 0� p O 0 Z 0 0 0 0 0 0 �- p O 0 W 0 o 0 a O p 0 0 C p 0= m o i o ,�, r o 0 0o m 0 3 o) o p Ol o i) o m o a o p o i) o g o rl N r1 rl N r1 c -I Cl m �--I N ci eA N iy rl N iy e4 N Ly r1 N , e -I N N - N 1' y p O O W 0 0 0 p 0 0 LL O CN) O w O 0 0 L+r O W 0 0 0 w a" 0 LL O 0 W 0= p O 0 u, p 0 a N N� O CON Z ri � O N� No O N E ON CCI�coq O N� O CON� O NCoq� W N° ^! N N O N N N N c -i N N H N N N c -I c -I c -I ti rl rl g rl rl rlrl a -I c -I c -I c -I rl c -I ci rl g rl U .--I N c -I rl N N N rl N rl N 0 N N N c -I e -I rl c -I N N J rl r1 'I rl rl r1 rl ei r1 rl rl N J rl m rl rl rl c -I rl > U V V > Ln V m z LD N N V) O N c-1 0) O V O oo d' d' 00 O O LD 00 00 V N c -I 0) ri N O O 0) O N W O M N n O OV) (n O 00 O V1 lD rl V N (l O 0) O 0) V) O) r• O Ln 00 O O1 n Cl M O V 00 N W M O V) ClCl V O O 0) n N n r, V) 0) Ln N 0o O r, m V oo r• oo M Ln V d' V) w V n c-1 N N V N rl N rl rl Ln X N 0 c -I N ¢ X i n M Lo V LO V 0 00 V O LD 0 O N O o, N n 0 LO V) O N O N O O O O O 0 O O O 0 LD O O N O N 00 r1 O O oq n M O O) to O 0) O m 0 0 O O N 0) 0 ct M O 0) iy W O M V N W O O l0 00 N N N Ln O V) M N CO al 00 d' M m N w lD m M O) Q n O M n V r n a) W w Ln M Ln V �t V c -I V N N M M N M .--I c -I -4 o0 3 C ci 00 00 -1 N r• O -1 O d' a -I O N N V O ci N O 0) O oo d' N W oo M ct Ln — (0 ct n oo M M Ln oo r1 n M ' V ul r1 O a V O V o M O O LD O In O 0) V I\ o Ln O N c -I O o r, o olll Ln v Ln m of of Ln r1 O LD m m N N N rl oo (� n n r, n O r, V m M V V) V V ('/) N C' T .--I m .--I .--I rl .--I M C N C c � u^ N m w M 0) Ln 0) r, rl r, to rl rl r1 LD VI r1 1-1 11 O N O O w O o) tD U Q V) O O � v v at -i O m m O 0) O N aL Ln Ln O) d' Ln of O O Ln Ln r1 N r1 rl O O O v Ln V) Ln N O oo m 0o N N O Ln Ln O Ln oo Ln m V N N n V1 Lo to LD Ln Ln M V N' V1 N N e-1 ei N -1 rl rl � C m m t4 a+ U ci a -I N c -I N oo N c -I O m O V O oo O m r1 N m N N (3) o) O rl N N 7 -p d' M N V Nt LD c -I O m 0) O V o M 0 O lz O Ln N M LD O LD o V o V) lz L'i o Ln V) LD LD n w m .--I 0) O 0) W N N V O M m M N LD M N Q n r; r; r, LD r, V LD V V) V V V d' V m N N N M rl r1 rl L CL a ¢I M O M d' O O O O m rl -1 N rl N O O O O 0 0 0 O rl O O M 0) O 4+ O m V) V) V V V N O O V O O O O H N O rl m r, V) LD 00 Ln 0 0 0 VI O Ln O V) O O V N O O 0) V1 Ln 0) o o V) a -I o Ln Ln N 0) n O tD m N v N t\ N n lD l0 M N l0 V V V1 lD V V M rl N N 11 rl N rl rl C t U � t6 +� m oo n rl oo d oo LD U) rl rl O o 0 rn Ln o m Q Ln M m V) m I d' � lD O n O ' N O m M V ct 0) � l0 m O 00 M O 0) lD Ln O O Ql n N O O O M Vl O N N o) N lD m M co O V) N O m M NN n n n r, oo w m LD r, Ln d' m m N N N N It r1 rl r1 a v LL 00 00 n 0) Ln c -I O O O N o V rl O rl o O '-I V O LD n 0o ID O w n H LD M Ln LD V n Ln O r• V O 0) o o o M O O Ln Ln w 00 al oc o o o V) V) VI o o W LD O N O V) d' O 0) oo N n V1 n o Ln W N m m 0 m M M n I\ r, n Ln Ln LD d' m d' V M d' V V m M NN N N ti C 10 LLW LL LU Z W W ZW Z w i Z Z d Z 7 Z LL w LL m LL H W a u Z z z o z z p g U. IL O W U Z W IL = w W a. zK H J N M ON N 0 0 oN N m NO N O O ON N Z O ON N = O ON N W O ON N O O oN N O ON N N g 0 ON N ¢ Ol N LL 0 0 o W o 0 0 0 0 0¢ 0 0 0 Z o 0 0 0 0 o m o 0 0 0 0 0 o Q o 0 0 o a o 0 0 0 0 W N N N N N N 2 N N N 1' N N N N N N N N N N = N N N N N J N J N N N W N N W � � J �� �' NN O N NZ ¢ N �� ,� Z -N_� ¢ �� C5 0 0 p0 p 0 0¢ p 0 0¢ p O 0� p O 0 Z 0 0 0 0 0 0 �- p O 0 W 0 o 0 a O p 0 0 C p 0= m o i o ,�, r o 0 0o m 0 3 o) o p Ol o i) o m o a o p o i) o g o rl N r1 rl N r1 c -I Cl m �--I N ci eA N iy rl N iy e4 N Ly r1 N , e -I N N - N 1' y p O O W 0 0 0 p 0 0 LL O CN) O w O 0 0 L+r O W 0 0 0 w a" 0 LL O 0 W 0= p O 0 u, p 0 a N N� O CON Z ri � O N� No O N E ON CCI�coq O N� O CON� O NCoq� W N° ^! N N O N N N N c -i N N H N N N c -I c -I c -I ti rl rl g rl rl rlrl a -I c -I c -I c -I rl c -I ci rl g rl U .--I N c -I rl N N N rl N rl N 0 N N N c -I e -I rl c -I N N J rl r1 'I rl rl r1 rl ei r1 rl rl N J rl m rl rl rl c -I rl > U V V > Ln V m z V C A N N c%1 0 W a U- 0 Q L W O 2 t O CL v N O 0 co ri 7 V V p 00 V Ln c -I O m V w LO N O N n LO t0 m m 00 1, O w m al N O rl ri m m O co Ln V ri O N c -I CO N N N Ln m m O Ol 00 Ln N 1-, V m O n N 00 O n O N V tp O Ol n 00 n n N t0 Ln 01 V N al t0 O l!1 Ln V N ill t0 m m LO tD V N 1, N m O O t0 O O 00 tD -4 O n r 00 c0 n Ln Ln V 00 Ln O N 1l m LO Ol N ri 01 r -I O N c0 CO Ol rl N ri m m m V r -I N N N m N N ri N N ri ri c -I ry N H ri ri N n v ri Ln 0) O m o m o O m rn oo O m m m Ln n W Ln O O O ri O O O Ln d' Ln Ol O 0 00 rll� (TL ri al v a O v O oo m N m 0 w 0 1l 0) w rl W r� m m m m v N N N d' Ln V n O 00 7 O ri [t .-I 1\ Ln Ol Ol N O 00 O ri O .� 0 co 0 Ln V N Om Ol 0�1 al 1l m O W V d' d' t0 V-4 0 CO N O 00 n r In tO t0 t0 O V .--I N n d' O w H ri N c-1 ID r -I ID ci O N Ln O N O O O m cr n n al n m V tD O O 00 d' N O O ri 00 m m N V V m N N O Ln al O d' O V N m Ln r -I Ol Ol n t0 N 1-1 N N N Ln m N m ri m n n n O m e-1 ri n 00 tD d' N m O 00 V N V N ri m n Ln O O V N N LO al n N Ln co co n N ri al n al *z 01 Ln al N N N O 00 ri N w n tD 1l m m N t0 r -I H N I, al CO N O V t0 O N O O ID 0) c-1 c -I N 1n ri O tO V to V 00 m n LO V O m al H O O 00 n ID O O O n Ln O 00 m o N �t V t0 m al n 00 V r -I Ln N tD � O CO II Ln Ln O Cl m O N al tD c-1 n n LO ' m n V m m t0 Ln N N V 1l V m ri c r -I co N V o m o o m ri o m o o r, n ri r -I m o r, co N rl o O O N ri 0) ri 0 0 0 al 0 o V Ln m V N O Ln ID c -I Ln O d' tD Ln al 01 00 N Ln t0 V Lr O O al m V ri V 0 V oto Ln .-1 al 00 w 00 w lD V L, w t0 N' ri N Ln m Ln V ri N' r•i V ri I" Ln 00 N 0) Ln m n m N O O d' Ln n O n O m LO O O V Ln N Ln O c -I ri c -I O O O 0o ri al 00 O 00 O Ln 00 O N Cl V Ol Vl n LO a' V O O O m 00 tO N W O V m 1, 00 V1 N O N to V 1, n V m V n Ln N 01 01 m ri ri N ri m r -I M 1 H 00 m N Ln r -I m N N O Ll O 00 O Ln tD O Ol O O 00 Ln 01 00 ml Ol m al Ln n n 1, Ln O O Ln to N 00 00 m Ln al N O ri L- 00 ci Ol N oln W m t0 of N O r -I d' ri N m V V NM ri W ri O N d' 4, ai to tri m of to M m v v m r oo m m L» rl 11 o r, col ri ri ri N ri N m ri . G ri 1 m tD N N 111 Z1, N ri O 00 m It W O Ol ci O Lf) 1-1 00 n 1 tO tD al N m ri 00 O O N 00 Ln N n N n r Ol ri O n N i V O CY al al n m O m ri t0 N N N tO c -I m 1, Ol Ln 00 M1 n tD tD tD W N � c -I N' 01 tD d' 0) t0' d' $ r4I a Ln'i al Ln Ln Ln 00 Ln ri m ri ri O O N ID W Ol O cl' O o O O 00 ri toI N m w m Ln V O 0) n O 00 O O m o o Ln n In Ln O ID ID N m I m m 00 Ol Ol al m N 00 O N O O N c -I h tD c -I N ci N m n m tD 00 chi tD l0 tD' N O N m rl VL m d' 00 tD rn v 1n m m Ln0 oo m a0 00 m Ln a N m o Ln Lf) m o O ri m d' Ln dJ 0 o 0 O m Ln Ln L 0 �, t0 O N Ol Cl Lfl O O 01 d' tD r-1 N N N ri N t0 r t0 t0 m N ri' m ri n m N' N' 00! N N � I OJ LL N Ln 00 m N O Ln Ol O O N O O O V m N ri n al O O N c -I o 0 LO O Ln O Ln tD O V N al q e-1 al W O O rlLn ri N ei e -I tel n 00 m 00 W m N ri ri m N N L l9 (A Z ol Q LL LL LL LLJ J I Z W LL w Z Z Z W w LL m; 2 Z Z a u 010 L' u w w a LU m 1 W Y Z W Z W 0 w Z LU O mm LL LU L=L a Cm Z Z W Z IL Z c Z o J i 0 0 N O o c -I L 0 r -I O 0 c -I 0 c -I Q o N O O ri W p ri QQ O c -I a O c -I N Ln m O N N O 0 N N J O N N �"' O N N N N O O N N N N N Y O N N J O N N M N N w 0 311 N 3 0\ a o\ o\\ O\ NN g o No NN F o oN oN O\ No O\\ 2 0\\¢ o DIV p 0 0 J p 0 0 N p o 0 u p 0 0,< O O 0 O O O Z p 0 0 0 0 0< 0 0 0 0 0 0 oe O a o o o 03 M al 0 00 m o O Oo Ol o C w m o O o0 0l o g Ob of o w Ob m 0 Ob m o O W of o Q Ob 2 ri r -I N ri r -I N m N r -I N C r -I N N LL ri r -I N d ri r -I N d N N ry ri N Z N ri N N y 0 I Q p O O LL 0 0 0 LL O 0 o LL O 0 0 LL O 0 0 LL O 0 0 LL O 0 0 LL O 0 0 2 p o o LL 0 0 o LL p J N Z Z N N O N O N O N O N N Ll N O N O N c -I O N H N c -I N Hri r-Iri ri ri H -iri N r-Iri ri N N ri N ci N V ri ri ri rl ri ri ri c -I C W ri ri N N N c -I c-1 ri ri c-1 ri ri c -I c -I c -I N H N N mm r•1 N N N N N N >, .m V V V V V V V VI U U N O 00 C) N a_ LL LL W W Z LL W Z LL LL ui W LL Z V Z Z W LL W H Z Z Z _ W Q = LL LL = Z tAOui d ILLY m In W Q Z LL QZ ON rV N 0 ON N Z Q) N O mON N LL O ON N Z ON N m O NO 1-1 ui N V ON N V ON N Z O N m No N Q O ON N d 0 0 0 0 0 W_ D O\ Z D o 0 D O O W 0 0 0 D O O K D O O Q 0 0 0 D O D O O D O O H \ \ Q N \ \ > N a N \ \ W N \ \�Or-1 \0c -I QWaO Npc^-I \�Oa-I \0c-1 a pN^! \�N 0 0 0, p O O p 0 o 0\�H ON jQa \�0N \�0N 0ti \00 Z ;of o O 0o m o w o 0 0o 6 o 0p Lg o O Do oo w m o U m o m o o M o Z m oN CD r -I C14 o rI N M r -I N n -I UQ Q0 0WO 0 0 OLL O0 0 O0 0 LL O 0 0LLO 0 0 LL O 0 0 p O O O O O 0 0 O 0 0 N Z ON C4O c0 N 0CQ Q�ZHO LL N vq rqO QN e-1 N N rl rH m z -4 M Ln a-1 n V 00 V 0) c . Ln O O I, M 00 Ln 00 M N 00 V n O '* Ln W n n M O V r U," O N Ln Ln W LO Cf .-i m V O N O 01 O V 14 O N M Ln N LD Z O N Ln LO M rl o 00 V W n tO r, V l!1 -iN V O 00 tD M O1 N m ID 00 -t D1 n Ln ci Crm -1 0) Ln n 0o - h' 4 Ln O Ql 00 V -1 W O Ln to 00 N b V LA 0) r -I N -zT N tt N a N 00 c-1 V M N i l N C N N N Cl) LO O N O O n -4 � N m W LT O O N ci M M IL �Ni �l -4 LL r Q 'd' n0 Ln co O LLn M V Ol O W O 2 O W n Ol O N M Ln '-I H i --I O Ln n O O O O Ln O O n N LD M O 00 n O O O O O Ln n N Ln 00 N N D1 V M s -I .--I N ZT V O O m n N M Ln O. W H O Ln d' V 01 r -I O O O Ln Ln M LO M Ln 00 o Ln O 00 N O m n O al O O O O LPI O r -I Zt O n N ci n O W O n n ci tD c -I N N rl N c -I V M m N r1 Iq d' V co c -I X tk a X O V O Ln Ln coM M 0 O) 1 N In N M O O 'i l71 LO co O Ln V m O 0 o 0 Q 7 I� O r -I lb of d' N N c -I l0 0 0 m 00 cn O) V Q e -I e -I e -I r -I T V N e -I N N 41 3 C Q -1 V Ln Ln o tD m n O co V n tp O m m m n M 00 O I` 14 N 00 N O T M Ln Ln d' O co M O1 0 ,--i c -i N V V Y = C � 7 .-I O O V Ln d" O m n O n O U O O O N O O N N N Ln t0 �-I c -I N o LO N V to N Ln M M _ d' Q c -I H m N N m tj C (6 Cm L w tx N Y U � V m O O d' tD n m M N d' N N V d M N Q N L n a L a C7 m o M o 00 Ln Ln N ci Y O tO O N O Dl O ;: O ci N Ol c -I N * 00 LT 00 N ci N N N c U (0 0 m 00 00 cN'L N N 00) -4 rc rl M V O N Ln coo Ol c -I rl rl a co w LL O tL1 0 0 coo 0 -IT m 1 cl Ln o ci Cl) N LO 00 G Om �I LL LL W W Z LL W Z LL LL ui W LL Z V Z Z W LL W H Z Z Z _ W Q = LL LL = Z tAOui d ILLY m In W Q Z LL QZ ON rV N 0 ON N Z Q) N O mON N LL O ON N Z ON N m O NO 1-1 ui N V ON N V ON N Z O N m No N Q O ON N d 0 0 0 0 0 W_ D O\ Z D o 0 D O O W 0 0 0 D O O K D O O Q 0 0 0 D O D O O D O O H \ \ Q N \ \ > N a N \ \ W N \ \�Or-1 \0c -I QWaO Npc^-I \�Oa-I \0c-1 a pN^! \�N 0 0 0, p O O p 0 o 0\�H ON jQa \�0N \�0N 0ti \00 Z ;of o O 0o m o w o 0 0o 6 o 0p Lg o O Do oo w m o U m o m o o M o Z m oN CD r -I C14 o rI N M r -I N n -I UQ Q0 0WO 0 0 OLL O0 0 O0 0 LL O 0 0LLO 0 0 LL O 0 0 p O O O O O 0 0 O 0 0 N Z ON C4O c0 N 0CQ Q�ZHO LL N vq rqO QN e-1 N N rl rH m z N N Cl) O W a Q L X W H M C 07 ca Q w ci N r� rl c N lD 00 N O O-1 1-1 ID m O O 1, 1 O M O ml O O V O m c m a' 140 O. 11 V O O 00 Ln e-1 N O O V O V N O V N' d' N m O m O Ol 00 al 1, N '-I d' n O N O lO V M O V -1 1i M rl l!1 N M Ln M N a-1 N m w l0 �l O 0 V V N rl 0 N O O V P cY 11 O tD N O c n� M v v m n o0 0 ID O H 00 O c -I Ol O M Vl M M Ol C to m N O m 1 + ti rn co N It n 1 It lD al Ln 000 N M N I t!1 N I� W V M Oil Il O O Oi N V V NI i .-i H N lD 00 0o O N 001 m LO m O O O O Zt o 0 o m n 0 t v n ry v ry n o o0 00 ko O m toI lD lD N w N M I I ci o0 N N O m O 1, O N! 0) Ol c -I V M 0) d' O m N O d' d' Olj O LO O -1 rn m v o m m v m m o Ln vl N' c-iro M m m O o .-1 rn H o ni m n CO ! v m ni v m I ' N O N 001 O co 00 N ' M ON Ln N I- M OCM toN M m I, ID O O Ol lO l 00 N NM 00 lD N M ,I ti (! M M O O C) 011'I O M ul -�T j � N e -I N LPI 1, N ci c-1 m lD m v m vi. ct o I I I i L, ! lD Ol c-1 Ol 'coLn t n V 'DD lmp V -1 HI ZI 0 J ' LL W LL LL LL LL LU Z Z Z W Z Z J! LL Z LU Z x x u x NLLIz a m Z w LL u u x V W Z W V Z W W W 0 W Y O Z 0 W LL Z tQu x Z m m W C °° g a �U-j N Z O J m u j l// W J O j w Z J i, d {� Ol pN N J Ql Ory p Ol ON N W O ON N Z" N a 0 ON 'J ON Z 0 a N 0 M ON N a m n m a 0 O Y Ol O N LL Ol 0 0 O O 0 O W D O O M `O O O F O O Z D O O Z p 0 0] 0 0 0 0 0 0 0 a 0 O O C, ON r4--- 0 0 0 p 00 0 0 a o 0 0 Z 0 0 g p 0 Z 0 OW Np Fes.. 0 0 0 0 0 0 No 0 m 0 0 0= 0 0 00 Ol O p0 Q1 w 00 01 O 00 Ol O LL Ol O Q W Ol Ql 3 00 p O LL W Ol O g 00 2 00 2 Ol m w 00 Ol O p 00 Ol U 0 0 0 LL p O 00 0 0 LL O 0 0 0 0 0 LL O O LL O LL O J 0 0 `p O O LL O LL 0� 0 J I,LL O O O Q 00 0 N 0 N 0 N 0 N Z 0 0 0 N 0 Z N O �! O N 0,0 t! 3 N N M O W d U- Q .d X W 9 O Z N 00 Cl) 0) N (n 00 N ci O 00 N 00 N V0 O O m to 00 to N (3) r O Zt V W M 0) O N m C LR N N V C r1 O C N o0 d' m .--I 0) 1D m 11 O V 111 [t V' N m 0 0 N N M 0) n e-1 1-4 m m v rl 00 O 00 rl n n n n N N 0) 11 r1 Ln N N N! V7 Ln 1n V dl N w .-i N N 00 V (3) 0 0 O N (11 I ! rlj O 0) M O d' rl M 1, 1n m n W n 0) O O) 0) [t 0) (3) N V c) O e-1 ! R! m to O Ln 1n 1n O V N r1 N m N V rl 00 M N lD .--1 N N d' 0) N O O 0) I O In u) o0 M n O V O) m M 0) d' 0) M to V 0) rl H: n 1 Cil 0) s-1 Ln O 'ct n m m N Ln M ill o m 00 1- m O o n m 0 v ol N 0) •i m O 00 Ol n 111 M m 00 O m N N M ei C LD IR, o 0) 00 N Ln k V) t V N c-1 (( Ln W Lo o0 ll N ! O O N O V' r1 m tD O O 0) t0 0) V Ln o0 N 1n O () lD 0) O M i 00 Ln .--I M 11 d' d' N C IO Ln V V 0) N N I d* m V N h M 1 c^i ill w rl ri CL H e-1 m O n ri N MO O M "1 00 0) M N 0f a o m Ln m o Ln -t It rl M r n r NIt r, v IlO o m, 1D v Ln rl 06 Ln -1 n M N N .••I r Q I i O nl 00 N n0 oO M0 I. to m 00 in O O) n d' 0) C O to n d' n O n 0) (.4 O n 00 to M i m N -i V V N' Ln N M rl j O r VN n 00 c-1 r1' ci rl', N c -I II i I M j 0) Ln O -1 m Ln M 01 n N O -1 0) 1n V n n n O C O 111 1n 00 0 O N 00 M lD 00 V tD W n N N N 00 O d' N N C O M 00 • N cn V V N O C col 00 ID n M rl 1-4 Ln V Ill Ln N I N c -I C 7 0) o n V O U0 V m M .--� vl n M to 00 M O 0) n 0) O1! V0 V0 w d'' t\ m V 0 M i n d' 1n W O 00 n N '. M m M N 0 d� Uo 00 r1 ri � I O N m 00 rt N 0) ct -�t O 0) V0 u•I m n N O 0 O OI 0) r1 n V) O O -;t O', O V0 N 00 Nm m V 1n M I v of m lc m C ci M w m Ln u CI to n 00 n 1D rl N rl rl; N c C M n n. -i N I V 0) dt n n O 01. V1 N N M O In O O n', dt c -I c -I Ln O 00 n Cl a -i d 0) C O M O Ln d eaM N V M I 0 M o0 n d' V0 m 11 11 N v r1 A 01 , M o oO V0 O M L N m v m o M I Ln W Ln M O n MLD W W e Ln -Itcl o0 O O O 00 N ul N j 111 ill m Ill '; In O o LD Q7 Ql 00 O Ql O 111 ! Ln In d' n j `-i Ch L el 'D VJ N (14 W c-1 to' N N a LL i I m00 p 0) Ln N V' w M 1\ rl r1 O N r1 ci 0) l M -�t V 1l n 0) a' Ln n to n c d' cn N V M L M : 0) 0) 0) 0) n n O) tD Ln O d' c rl W W n lD lD C f0 ZI OI Q ! J I LLLL W W CO J W W W W LL Z Z Z Z Z w CO W h Z Lu W O W W �j Z H W W J V Z x rI I Z u x z Y W Z 0'',LL Q JI LL Q o x Z 5 z x W O x W LIQ mn. J M ?;;(A uQ cm Z!U OxWW5; ONpor\O HJg Op \O0 \0Nr\O\\\11 WLLrr\�'N3lQWN O LLI Z m x OLLOoO0 NQLL O 0 K- O O - O O O O O tiN Q H W0\ \O ONNONNNNx N N �p O o p 0 o Lu C O O mjWc) 0 OQLL ? M°0Z OW H I 0 0O :5C)a W )O0)2C) 00 0) 0) OO Ci N O O )N : Q p 0OOOO00 O O p O O LL gQlLL p OOy OO O O Op LL O ~ 0 0 0 2OOO ' J N Q N N J N N rl N rl N ri r1 7 r1 11 r1 N c -I rl N � lil � N rl 11 1 11 e-1 H N > U Uu LL I, m V U U. u m U 0 O m a O N I, oLn W v 00 O � N In LnLf) Ln r4 N u1 O Ln .4 0 O ofo N c -I �00o i i i x al woo X d' N en! Ln Ln Ln ON 0 n N d Ln N Q mi Ln N Q C Q O c o m — (� In O oo V N m 4' C C � 7 0 U I c U a L L V 1° T OO Y O w 00 O � N In LnLf) Ln r4 N u1 O Ln .4 0 O ofo N c -I �00o i i i Oj O O woo -a d' N en! 00 O L n N Ln; u1 mi Ln U �00o 00', woo -a d' N en! O L Q Q C tD N V � I L V 1° T OO O w Q O Ln a -I ' ei .--1 m r n d LL O tD ll11, u'1 O Ln111 Vl C �i W LL W zOIZ z W W LnIY Q LnW a z LA LU a p w u ON N Y N N 7 H ON o N O O 0 0 0 0 0 0 O g o N Z NIN Iq 0 0 Cm O .0-1 0 m li 0U O c0 -I o~ c0 -I T Dl OW pp Ol O Q Q pp 0 0 0 m V N N N a N N = i V , .--I N 1L -4 W y 0 0 LL 0 0 0 X ILL 0 0 0 LL O C c u Witu u z oc o ! v m l0 In O D m N W n I� N I to ei 'O 10 00 I la Lm Ln a± M co !a I I N N N IN N ch cn Im Ln co Go 'm Ln O N i d1 i M M N !N m In m 0 ti 14 iN O^1 iR co M Ln ,Ln N O1 N m ui �o to in it V Ln I O m cli m IO a IA V to N tG N I it LL Lu iz LL W W V Z LL LL O W O LL O Luo ti o o z 0 QNW W — c o LLp o Q O r 0"N3 N o� V m A I � N N M O W a ;n r w N 0 v rn ra a U C lf1 M M L(1 N NO r�-I M O 21 L!) Ln l0 Ln CO Ln N W 'A ,�-I , l ou d J ,D ai a ra O O O O O 0 0 0 0 0 c d" N ,-i ,-i 00 V- N T-4 ,--1 00 LU U o v a w d O O O v ON���d� rq��,�-qLn) z� ClU a - U v D O J Q cu Ln O Ln 0 0 O 00 O N O = f0 N . 4 N to r i Op W U z U U LUrn O J w (n Lj 00 Ln C) M co co lD 0 0 V) II W II Im 4-J D 4 a o 0 0o H a 6 Cl 0 0 1-� Fl, 0 c aO 6000 � c 6000 w� LU ~ M Cl w J O w +) x o ca co p C: Z W U U CL o 0 c coU cu c wU ca .o a. U LU i IA U (n FE U in a m- N f0 �w Z = = c y U 0 c -w C'1 a) c a� �, E 2 Es CO L co W� U UL L L Uu0LLw� N 0 v rn ra a CD CL O LU C Un U O 0 0 z Q U d J H Z LU z LU O C7 O O U- M M o M O W J LU O LL.. rn J LU O w C c z �a LU C z O J ,_o E� 80 LU LU J Q M U C Ln N N ON Ol Ln ON N d^' Ian O Y W N N N C) all 0 0 0 Ln f14 -ILn it J (6 OO O O O O O CO O M U U O ca N CD m Ln tr- N M +�-i t0 CLE C (d U — U OJ J ca O toN^Lnd' In InOOO = cp M .--i r-4 CO M N CO U E O O �U m U J O J � w cn Ln O LnN N O O Ln In O O N N lfl M ,--1 1-4 110 Ql O co a II V) c II Ln C: fu Q) c °- 0000� °- 0000 ,O N M �' N M �O d O O O O 6 666 O � 4-+ a a U U L L C cl E 0 o_ E o Gl C,• w C co m E_- rte^ v J fC U o ++ C� co N +^y+ 0 a) � w0l co L i ..+ww, Y/ W a) a) N O ai Q� W12 u ui, U U Off. Ii E U N O N Q) rn a N N M O W IL LL Q z w C. 0 CD L Q O O U c N m t i 7 a R c � O E co L do C O Q M M L6 .O C d zaLL N IL �+ L 0� ma > N 7 J O O L w N d LL d N AR O d c 6 y m (7 'C d m S) C E L O L H CU (D .c O a� U Qi cr N L_ O O a- 0 0 CD O E N c O U E LrN O c CD U (0 O O U U m U r; N �$ M D N N Y C cu C C 0 O O O- Ncu L O O U U N O cnE iz a) o z '3 z_ Y N M z J 0) (0 F-- c� U) M N 75 ^ca LL O C O O co N co O N C Q C N Ncn LL co NN M L L O L N m a)M O N �- CL a) a.+ W m W 2 W W cc _ Z 0 0 C uoi U c� o E L O L H CU (D .c O a� U Qi cr N L_ O O a- 0 0 CD O E N c O U E LrN O c CD U (0 O O U U m U r; N �$ M D N N Y C cu C C 0 O O O- Ncu L O O U U N O cnE iz a) o z '3 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA SAMPLE SERVICE CONTRACT Exhibit A - RFP E-03-22 THIS AGREEMENT is made and entered into this day of , 20 , by the City of Pompano Beach ("City") and , a corporation Or limited liability company ("Contractor"). WHEREAS, City requires services which Contractor is capable of providing under the terms and conditions described herein; and WHEREAS, Contractor is able and prepared to provide such services to City under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of those mutual promises and the terms and conditions set forth hereafter, the parties agree as follows: 1. Contract Documents. This Agreement consists of the Scope of Work set forth in Exhibit "A" (the "Work") and, the Insurance Requirements set forth in Exhibit `B", both of which are attached hereto and made a part hereof, and all written change orders and modifications issued after execution of this Agreement. 2. Purpose. City contracts with Contractor to provide services upon the terms and conditions set forth herein. 3. Scope of Work. Contractor shall provide the Scope Services set forth in Exhibit "A" and insurance set forth in Exhibit `B" both attached hereto and made a part hereof. If the Work requires Contractor to provide materials or complete the Work within a specified time frame or in accordance with certain plans and specifications, these terms and conditions shall be set forth and included in Exhibit A and Contractor agrees to provide said materials or Work in accordance therewith. Contractor and Contractor's heirs, executors, administrators, successors and assigns, do hereby agree to full performance of all covenants contained herein on Contractor's part. 4. Term of Contract. This Contract shall be for a term of one (1) year or less beginning with the date this Contract is fully executed by both parties. 5. Renewal. In the event City determines Contractor to be in full compliance with this Agreement and Contractor's performance thereunder to be satisfactory, then City, with City Commission approval, shall have the option to renew this Agreement for an additional one (1) year term upon the written consent of both City and Contractor provided that City provides written notice of its intention to renew within sixty (60) days of the termination date of this Agreement. Remove the followin>; language if not applicable: This Contract is not subiect to DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 6. Maximum Obligation. City agrees to pay Contractor for providing the Work and insurance required hereunder. Both parties agree that unless otherwise directed by City in writing, Contractor shall continue to provide the Work for the term of this Agreement. 7. Price Formula, Payment and Invoices. A. Price Formula. City agrees to pay Contractor for performance of the Work set forth in this Agreement as follows: Payment of a not to exceed Fixed Fee of $. Fixed Fee of $ per month or a Not to Exceed B. Payment. All payments by City shall be made after the Work has been verified and completed. Unless disputed by City as provided herein, upon City's receipt of a Proper Invoice as defined in §218.72, Florida Statutes, as amended, City shall forward Contractor payment for (i) construction services defined as all labor, services, and materials provided in connection with the construction, alteration, repair, demolition, reconstruction, or any other improvement to real property that require a license under Parts I and II of Chapter 489, Florida Statutes, within twenty-five (25) business days and (ii) forty five (45) days for all goods and services provided other than construction services. City may temporarily remove for review any disputed amount, by line item, from an invoice and shall timely provide Contractor written notification of any such disputed charge. Contractor shall provide clarification and a satisfactory explanation to City, along with revised copies of all such documents if inaccuracies or errors are discovered, within ten (10) days of receipt of City's notice of the disputed amount In the event City has a claim against Contractor for Work performed hereunder which has not been timely remedied in accordance with the provisions of this Article 7, City may withhold payment for the contested amount, in whole or in part, to protect itself from loss on account of defective Work, claims filed or reasonable evidence indicating probable filing of claims by other parties against Contractor, and/or Contractor's failure to make proper payments to subcontractors or vendors for material or labor. When the reason(s) for withholding payment are removed or resolved in a manner satisfactory to City, payment shall be made. Resolution of improper payment requests or invoices shall be in accordance with §218.76, Florida Statutes, as amended. C. Invoices. If required by City, Contractor shall submit invoices to City on a monthly basis or on 8. Disputes. 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. Service Contract Page 2 of 12 DocuSign Envelope ID: C327F0D0-D8DF-4343-65DB-90853D1 EDBAA Exhibit A - RFP E-03-22 9. Contract Administrators, Notices and Demands. A. Contract Administrators.- During the term of this _Agreement, the City's Contract Administrator shall be and the Contractor's Contract Administrator shall be j (or their _------ _.. _— ------------- ------------------ authorized written designee) as further identified below. B. Notices and Demands. A notice, demand, or other communication hereunder by either party to the other shall be effective if it is in writing and sent via email, facsimile, registered or certified mail, postage prepaid to the representatives named below or is addressed and delivered to such other authorized representative at the address as that party, from time to time may designate in writing and forward to the other as provided herein. Contract Administrator With a copy to: Antonio Pucci, Contract Manager 100 West Atlantic Blvd. Pompano Beach, FL 33060 Phone: (954) 786-5574 Email: antonio.pucci@copbfl.com 10. Ownership of Documents and Information. All information, data, reports, plans, procedures or other proprietary rights in all Work items, developed, prepared, assembled or compiled by Contractor as required for the Work hereunder, whether complete or unfinished, shall be owned by the City without restriction, reservation or limitation of their use and made available at any time and at no cost to City upon reasonable written request for its use and/or distribution as City deems appropriate provided City has compensated Contractor for said Work product. City's re -use of Contractor's Work product shall be at its sole discretion and risk if done without Contractor's written permission. Upon completion of all Work contemplated hereunder or termination of this Agreement, copies of all of the above data shall be promptly delivered to the City's Contract Administrator upon written request. The Contractor may not disclose, use, license or Service Contract Page 3 of 12 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 sell any work developed, created, or otherwise originated hereunder to any third party whatsoever. The rights and obligations created under this Article shall survive the termination or expiration of this Agreement. To the extent it exists and is necessary to perform the Work hereunder, City shall provide any information, data and reports in its possession to Contractor free of charge. 11. Termination. City shall have the right to terminate this Agreement, in whole or in part, for convenience, cause, default or negligence on Contractor's part, upon ten (10) business days advance written notice to Contractor. Such Notice of Termination may include City's proposed Transition Plan and timeline for terminating the Work, requests for certain Work product documents and materials, and other provisions regarding winding down concerns and activities. If there is any material breach or default in Contractor's performance of any covenant or obligation hereunder which has not been remedied within ten (10) business days after City's written Notice of Termination, City, in its sole discretion, may terminate this Agreement immediately and Contractor shall not be entitled to receive further payment for services rendered from the effective date of the Notice of Termination. In the event of termination, City shall compensate Contractor for all authorized Work satisfactorily performed through the termination date under the payment terms set forth in Article 7 above and all Work product documents and materials shall be delivered to City within ten (10) business days from the Notice of Termination. If any Work hereunder is in progress but not completed as of the date of the termination, then upon City's written approval, this Agreement may be extended until said Work is completed and accepted by City. 12. Force Majeure. Neither party shall be obligated to perform any duty, requirement or obligation hereunder if such performance is prevented by fire, hurricane, earthquake, explosion, war, civil disorder, sabotage, accident, flood, acts of nature or by any reason of any other matter or condition beyond the control of either party which cannot be overcome by reasonable diligence and without unusual expense ("Force Majeure"). In no event shall economic hardship or lack of funds be considered an event of Force Majeure. If either party is unable to perform or delayed in their performance of any obligations hereunder by reason of any event of Force Majeure, such inability or delay shall be excused at any time during which compliance therewith is prevented by such event and during such period thereafter as may be reasonably necessary for either party to correct the adverse effect of such event of Force Majeure. Contractor must follow all Federal, State, County, and City safety guidelines, including all CDC safety guidelines in effect during the term of the program, including but not limited to social distancing, and personal protection equipment. Inability to conduct the program and follow any and all required safety guidelines from the COVID-19 crisis or other similar emergency, or failure to follow such requirements including, but not limited to, social distancing, shall constitute grounds for immediate cancellation of this Agreement unilaterally by the City upon written notice, which may be provided via electronic mail. The parties, by mutual agreement, may reschedule the performance of the services to a later date pursuant to the terms of this agreement. Service Contract Page 4 of 12 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 13. Insurance. Contractor shall maintain insurance in accordance with Exhibit `B" throughout the term of this Agreement. 14. Indemnification. Except as expressly provided herein, no liability shall attach to the City by reason of entering into this Agreement. A. Contractor shall at all times indemnify, hold harmless and defend the City, its officers, officials, employees, volunteers and other authorized agents from and against any and all claims, demands, suit, damages, attorneys' fees, fines, losses, penalties, defense costs or liabilities suffered by the City arising directly or indirectly from any act, breach, omission, negligence, recklessness or misconduct of Contractor and/or any of its agents, officers, or employees hereunder, including any inaccuracy in or breach of any of the representations, warranties or covenants made by the Contractor, its agents, officers and/or employees, in the performance of services of this contract. Contractor agrees to investigate, handle, respond to, provide defense for, and defend any such claims at its sole expense and to bear all other costs and expenses related thereto, even if the claim(s) is/are groundless, false or fraudulent. To the extent considered necessary by City, any sums due Contractor hereunder may be retained by City until all of City's claims for indemnification hereunder have been settled or otherwise resolved, and any amount withheld shall not be subject to payment of interest by City. B. Contractor acknowledges and agrees that City would not enter into this Agreement without Contractor's indemnification of the City. The parties agree that one percent (1%) of the total compensation paid to Contractor hereunder shall constitute specific consideration to Contractor for the indemnification provided under this Article and these provisions shall survive expiration or early termination of this Agreement. 15. Sovereign Immunity. Nothing in this Agreement shall constitute a waiver by the City of its sovereign immunity limits as set forth in section 768.28, Florida Statutes. Nothing herein shall be construed as consent from either party to be sued by third parties. 16. Non -Assignability and Subcontracting. A. Non -Assignability. This Agreement is not assignable and Contractor agrees it shall not assign or otherwise transfer any of its interests, rights or obligations hereunder, in whole or in part, to any other person or entity without City's prior written consent which must be sought in writing not less than fifteen (15) days prior to the date of any proposed assignment. Any attempt by Contractor to assign or transfer any of its rights or obligations hereunder without first obtaining City's written approval shall not be binding on City and, at City's sole discretion, may result in City's immediate termination of this Agreement whereby City shall be released of any of its obligations hereunder. In addition, this Agreement and the rights and obligations herein shall not be assignable or transferable by any process or proceeding in court, or by judgment, execution, proceedings in insolvency, bankruptcy or receivership. In the event of Contractor's insolvency or bankruptcy, City may, at its option, terminate and cancel this Agreement without any notice of any kind whatsoever, in which event all rights of Contractor hereunder shall immediately cease and terminate. Service Contract Page 5 of 12 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 B. Subcontracting. Prior to subcontracting for Work to be performed hereunder, Contractor shall be required to obtain the written approval of the City's Contract Administrator. If the City's Contract Administrator, in his/her sole discretion, objects to the proposed subcontractor, Contractor shall be prohibited from allowing that subcontractor to provide any Work hereunder. Although Contractor may subcontract Work in accordance with this Article, Contractor remains responsible for any and all contractual obligations hereunder and shall also be responsible to ensure that none of its proposed subcontractors are listed on the Convicted Vendors List referenced in accordance with the provisions of Article 28 below. 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, and the Americans with Disabilities Act (ADA). 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 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. Contractor 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. Service Contract Page 6 of 12 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 EDBAA Exhibit A - RFP E-03-22 22. 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 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 Service Contract Page 7 of 12 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 RecordsCustodianAcopbMeom 23. Governing Law. Agreement must be interpreted and construed in accordance with and governed by the laws of the State of Florida. The exclusive venue for any lawsuit arising from, related to, or in connection with this Agreement will be in the state courts of the Seventeenth Judicial Circuit in and for Broward County, Florida. If any claim arising from, related to, or in connection with this Agreement must be litigated in federal court, the exclusive venue for any such lawsuit will be in the United States District Court or United States Bankruptcy Court for the Southern District of Florida. BY ENTERING INTO THIS AGREEMENT, THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. 24. Waiver and Modification. A. No waiver made by either party with respect to performance, manner, time, or any obligation of either party or any condition hereunder shall be considered a waiver of that party's rights with respect to the particular obligation or condition beyond those expressly waived in writing or a waiver of any other rights of the party making the waiver or any other obligations of the other party. B. No Waiver by Delay. The City shall have the right to institute such actions or proceedings as it may deem desirable for effectuating the purposes of this Agreement provided that any delay by City in asserting its rights hereunder shall not operate as a waiver of such rights or limit them in any way. The intent of this provision is that City shall not be constrained to exercise such remedy at a time when it may still hope to otherwise resolve the problems created by the default or risk nor shall any waiver made by City with respect to any specific default by Contractor be considered a waiver of City's rights with respect to that default or any other default by Contractor. C. Either party may request changes to modify certain provisions of this Agreement; however, unless otherwise provided for herein, any such changes must be contained in a written amendment executed by both parties with the same formality of this Agreement. 25. No Contingent Fee. Contractor warrants that other than a bona fide employee working solely for Contractor, Contractor has not employed or retained any person or entity, or paid or agreed to pay any person or entity, any fee, commission, gift or any other consideration to solicit or secure this Agreement or contingent upon or resulting from the award or making of this Agreement. In the event of Contractor's breach or violation of this provision, City shall have the right to terminate this Agreement without liability and, at City's sole discretion, to deduct from the Price Formula set forth in Article 7 or otherwise recover the full amount of such fee, commission, gift or other consideration. 26. Attorneys' Fees and Costs. In the event of any litigation involving the provisions of this Agreement, both parties agree that the prevailing party in such litigation shall be entitled to recover from the non -prevailing party reasonable attorney and paraprofessional fees as well as all out-of-pocket costs and expenses incurred thereby by the prevailing party in such litigation through all appellate levels. Service Contract Page 8 of 12 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 27. No Third Party Beneficiaries. Contractor and City agree that this Agreement and other agreements pertaining to Contractor's performance hereunder shall not create any obligation on Contractor or City's part to third parties. No person not a party to this Agreement shall be a third -party beneficiary or acquire any rights hereunder. 28. Public Entity Crimes Act. As of the full execution of this Agreement, Contractor certifies that in accordance with §287.133, Florida Statutes, it is not on the Convicted Vendors List maintained by the State of Florida, Department of General Services. If Contractor is subsequently listed on the Convicted Vendors List during the term of this Agreement, Contractor agrees it shall immediately provide City written notice of such designation in accordance with Article 9 above. 29. 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. 30. Headings. The headings or titles to Articles 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. 31. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A photocopy, email or facsimile copy of this Agreement and any signatory hereon shall be considered for all purposes as original. 32. Approvals. Whenever CITY approval(s) shall be required for any action under this Agreement, said approval(s) shall not be unreasonably withheld. 33. Absence of Conflicts of Interest. Both parties represent they presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with their performance under this Agreement and that no person having any conflicting interest shall be employed or engaged by either party in their performance hereunder. 34. BindingEThe benefits and obligations imposed pursuant to this Agreement shall be binding and enforceable by and against the parties hereto. 35. Employment Eligibility. By entering into this Contract, the Contractor becomes obligated to comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility." This includes but is not limited to utilization of the E -Verify System to verify the work authorization status of all newly hired employees, and requiring all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. Failure to comply will lead to termination of this Contract, or if a subcontractor knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit or County Court no later than 20 Service Contract Page 9 of 12 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 calendar days after the date of termination. If this contract is terminated for a violation of the statute by the Contractor, the Contractor may not be awarded a public contract for a period of 1 year after the date of termination. 36. Severability. Should any provision of this Agreement or the applications of such provisions be rendered or declared invalid by a court action or by reason of any existing or subsequently enacted legislation, the remaining parts of provisions of this Agreement shall remain in full force and effect. THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK Service Contract Page 10 of 12 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year hereinabove written. Attest: CITY OF POMPANO BEACH By: ASCELETA HAMMOND, CITY CLERK REX HARDIN, MAYOR (SEAL) LI -A APPROVED AS TO FORM: MARK E. BERMAN, CITY ATTORNEY GREGORY P. HARRISON, CITY MANAGER Service Contract Page 11 of 12 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Witnesses: (Print or Type Name) (Print or Type Name) STATE OF COUNTY OF "CONTRACTOR" (Print or type name of company here) By: Print Name: Title: Business License No. Exhibit A - RFP E-03-22 The foregoing instrument was acknowledged before me, by means of ❑ physical presence or ❑ online notarization, this day of , 20_, by as of , a Florida corporation on behalf of the corporation or a Florida limited liability company on behalf of the company personally known to me or who has produced (type of identification) as identification. He/she is NOTARY'S SEAL: NOTARY PUBLIC, STATE OF FLORIDA (Name of Acknowledger Typed, Printed or Stamped) Commission Number Service contract 11/7/2019 ACP Service Contract Page 12 of 12 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 ln-,Ipano City of Pompano Beach, Purchasing Division 1190 N.E. 3rd Avenue, Building C FlorldR';i liiarrq mt lVelcoma Pompano Beach, Florida, 33060 November 22, 2021 ADDENDUM #1, RFP E-03-22 UNLEADED GASOLINE & DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL PURCHASING COOPERATIVE GROUP To Whom It May Concern, The following changes have been made to Attachment A, page 2: • Section 2.2 currently reads: Pricing of Unleaded 87 Octane Gasoline is to be proposed using the following methodology: Daily Published OPTS Gross CBOB Ethanol 10% Unleaded Unbranded Rack Average Price (For the applicable Reid Vapor Pressure - RVP on the date of delivery of product at the rack). Plus Positive or Negative differential proposed for 87 Octane Unleaded on Proposal Form, Paragraph 6. (Differential to be constant regardless of the applicable RVP.) • Section 2.2 has been revised to read: Pricing of Unleaded 87 Octane Gasoline is to be proposed using the following methodology: Daily Published OPTS Gross CBOB Ethanol 10% Unleaded Unbranded Rack Average Price (For the applicable Reid Vapor Pressure - RVP on the date of delivery of product at the rack). Plus Positive or Negative differential proposed for 87 Octane Unleaded per section 2.1. (Differential to be constant regardless of the applicable RVP.) DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 EDBAA Exhibit A - RFP E-03-22 Addendum #1, E-03-22 II. The following changes have been made to Attachment A, pages 2 and 3: • Section 2.3 currently reads: Pricing of Ultra Low Sulfur Diesel #2 is to be proposed using the following methodology: Daily Published OPIS Gross Ultra Low Sulfur Distillate No. 2 Unbranded Rack Average prices. Plus Positive or Negative differential proposed for Diesel Fuel #2 Ultra Low Sulfur on Proposal Form, Paragraph 6. • Section 2.3 has been revised to read: Pricing of Ultra Low Sulfur Diesel #2 is to be proposed using the following methodology: Daily Published OPIS Gross Ultra Low Sulfur Distillate No. 2 Unbranded Rack Average prices. Plus Positive or Negative differential proposed for Diesel Fuel #2 Ultra Low Sulfur per Section 2.1. III. Attachment F - Sample Invoice, which included a bill of lading and invoice for diesel fuel, has been replaced by Attachment F — Sample Invoice Diesel and Unleaded Gasoline, which includes bills of lading and invoices for both diesel and unleaded gasoline. IV. Attachment G - Product and Account Gallon Report has been added to the Attachments Tab of the City's eBid System. V. Attachment H - E-13-17 Analysis Comparison Ranking has been added to the Attachments Tab of the City's eBid System. VI. Attachment I - E-13-17 Voting Matrix has been added to the Attachments Tab of the City's eBid System. VII. Attachment J - Sample Service Contract has been added to the Attachments Tab of the City's eBid System. DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Addendum #1, E-03-22 Exhibit A - RFP E-03-22 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. The deadline for receipt of written questions has passed. The deadline for acceptance of proposals in the eBid system has been extended to 2:00:00 p.m. (local), December 6, 2021. The remainder of the solicitation is unchanged at this time. Sincerely, Jeff English, Purchasing Agent cc: website DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit A - RFP E-03-22 Online Questions & Answers Event Information Number: E 03-22 Addendurn:l, Ttt{e: unleaded Gasoline Diesel Fuel Type:. Request for`Proposals Issue ©ate:. 10/28/2421.: Question Deadline: 11/2212021 05 PM (ET) Response Deadline: 0:00 12/612021 02:0PM (ET) Nates: The City of Pompano Beach, Lead Agency and hereinafter referred to as the City, is seek%ng proposals from qualified ,companies to provide unleaded gasoline'and diesel fueL`to participating agencies of the Southeast Florida Governmental Purchasing: C" erative Group (Cooperative): The City :wilt°.receive sealed Proposals until 2:00:00. p.m. (local), December 6, 2021. 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 documentcan be downloaded for free from the eBid System as a pdf, at: https #pompanobeachfl.ionwave.net. 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. A list of Proposers will be read ialoud in a virtual public forum. To attend the virtual public meeting, go to https://www.pompanobeachfl.gov/meetings to find the link. Page 1 of 7 pages Deadline: 12/6/202102:00 PM (ET) E-03-22 Addendum 1 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 Published Questions Question: Could you please provide a copy of the previous bid tabulations as well as copies of BOLs and Invoices for both gas and diesel? Is this bid broken up in the trailer load and tank wagon deliveries? Is this an all or nothing bid? What is the average delivery size per location? What is the total estimated delivered volume per year? The turnaround time for invoices is 24 hours, does the vendor need to provide backups with the invoice? Could you please provide the street address and cities for these locations? Main Courthouse Shop N Regional courthouse Midrise Main Library S Regional Courthouse Public Safety Bldg 1 Public Safety Bldg 2 Public Safety Bldg 3 W Regional Courthouse Medical Examiner Booher Bldg. EOC BCGC West Tank 1 BCGC West Tank 2 1200 Garage Gov. Center Central Warehouse NW Regional Library Mental Health N Homeless Shelter Hughes Bldg. African American Library S Regional Maint Ctr Lowrise: 2600 SW 4th Ave. Ft. Laud, FL 33315 Answer: The previous solicitation was not a bid, but an RFP. Attachment H - Analysis comparison ranking has been provided in Addendum - 1. Attachment F- Sample Invoice Diesel and Unleaded Gasoline has been provided in Addendum - 1 . Yes, proposals should have separate amounts for transport loads and tank wagon deliveries. Yes, this is an all or nothing RFP. Attachments D and G provide delivered volume information. Yes. Bills of Lading should be received with delivery of product. Quick invoice turn -around facilitates prompt payment from municipalities. 1. Broward Main Courthouse - 201 SE 6th St Fort Lauderdale, 33301 2. N. Regional Courthouse - 1600 W Hillsboro Blvd, Deerfield Beach, 33442 3. Midrise Office Building - 540 SE 3rd Ave. Fort Lauderdale, 33301 4. Main Library - 100 S Andrews Avenue, Fort Lauderdale, 33301 5. S. Regional Courthouse - 3550 Hollywood Blvd., Hollywood, 33021 6. Broward Public Safety Building - 2601 W Broward Blvd., Fort Lauderdale, 33312 7. Broward Public Safety Building - 143 NW 25 Terr., Fort Lauderdale, 33311 8. Broward Public Safety Building - 120 SW 3rd St., Pompano Beach, 33060 9. W. Regional Courthouse - 100 N Pine Island Road, Plantation, 33324 10. Medical Examiner - 5301 SW 31 st Ave., Fort Lauderdale, 33312 11. Booher Building - 3275 NW 99th Way, Coral Springs, 33065 12. EOC BCGC - 201 NW 84th Ave., Plantation, 33324 13. Broward Government Center - 115 S Andrews Ave., Fort Lauderdale, 33301 14. Broward Government Center West - 1 N University Dr., Plantation, FL 33324 15. Government Center 1200 Garage - 151 SW 2nd St., Fort Lauderdale, 33301 16 Central Warehouse - 960 NW 38th St. Oakland Park, 33309 17. NW Regional Library - 3151 N University Dr., Coral Springs, 33065 18. N. Homeless Shelter - 1700 NW 30 Ave., Pompano Beach, 33069 19. African American Library - 2650 Sistrunk Blvd., Fort Lauderdale 33311 Asked: 11 /22/2021 10:55 AM (ET) Page 2 of 7 pages Deadline: 12/6/202102:00 PM (ET) E-03-22 Addendum 1 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A- RFP E-03-22 Question: Would the Southeast FL Coop consider extending the due date? Answer: The deadline has been extended to 12/6/2021. Asked: 11/19/2021 02:30 PM (ET) ............ .. . ..... ......... .. Question: Can you please provide the addresses for the Broward County EOC, West Tank 1 & 2 & Mental Health? Answer: Broward EOC 201 NW 84th Ave., Plantation, 33324 Asked: 11/19/2021 02:30 PM (ET) . . .............. Question: Can you please provide the addresses for Broward County Public Safety Buildings 1, 2 & 4? Answer: 2601 W Broward Blvd., Fort Lauderdale, 33312 - 701 SW 71 st Ave., North Lauderdale, 33068 - 120 SW 3rd St., Pompano Beach, 33060 Asked: 11/19/2021 02:29 PM (ET) Question: If a split occurs, is the fee to be included in the bid differential pricing or a separate line item on the invoice? Answer: There shall be no fee for the split. Asked: 11/19/2021 02:28 PM (ET) Question: If a split occurs, how many sites are to be split per delivery? Answer: A maximum of two sites. Asked: 11/19/2021 02:28 PM (ET) Question: What percentage of time are deliveries split between multiple locations? Answer: Less than five percent (5%) of all transport loads are split locations. Asked: 11/19/2021 02:28 PM (ET) Question: Are gas and diesel delivered together on the same shipment? Answer: Yes, about 10% of all transport loads are split product. Asked: 11/19/2021 02:28 PM (ET) Question: Would the SE Florida Coop be able to provide historical monthly volume usages by fuel grade? Answer: Attachment G - Product and Account Gallon Report is included in Addendum -1. Asked: 11/19/2021 02:27 PM (ET) Question: When will the awarded vendor be notified to lock the fixed price? Answer: The figure for unbranded rack average +/- the differential of the awarded company will be finalized at negotiation. Asked: 11/19/2021 02:26 PM (ET) Page 3 of 7 pages Deadline: 12/6/202102:00 PM (ET) E-03-22 Addendum I DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A- RFP E-03-22 Question: How will the awarded vendor be notified to lock the fixed price? Answer: The figure for unbranded rack average +/- the differential of the awarded company will be finalized at negotiation. Asked: 11/19/2021 02:25 PM (ET) Question: If you were to award/select a fixed price, do you want a "all in" price or just a differential to the NYM EX? Answer: Taxes will not be included in the proposed differential. Asked: 11/19/2021 02:25 PM (ET) Question: Will the above ground tanks require the delivery truck to provide a pump for offloading? Answer: Yes. Asked: 11/19/2021 02:25 PM (ET) Question: Or are wet signatures required for bids to be considered responsive? Answer: An electronic signature may be permitted for the RFP response, but the awarded company shall be required to provide a wet signature to execute the contract resulting from this RFP Asked: 11/19/2021 02:24 PM (ET) Question: Will bids be considered responsive if electronic signatures are used? (i.e. DocuSign) Answer: An electronic signature may be permitted for the RFP response, but the awarded company shall be required to provide a wet signature to execute the contract resulting from this RFP. Asked: 11/19/2021 02:24 PM (ET) Question: Who is the current vendor? Answer: Port Consolidated, Inc. Asked: 11/19/2021 02:24 PM (ET) Question: Please provide tax exemptions / certificates. Answer: As a part of executed individual municipal contracts, the awarded company will receive tax exemption certificates from each of the respective municipalities. Asked: 11/19/2021 02:24 PM (ET) Question: Please provide the tabulations for the current contract. Answer: The Analysis Comparison Ranking and Voting Matrix for E-13-17 are included in Addendum - 1. Asked: 11/19/2021 02:23 PM (ET) Question: Can you push this back a week or 2 with the the Thanksgiving Holiday being just before the bid opening? Answer: The deadline has been extended to 12/6/2021. Asked: 11/18/2021 11:29 AM (ET) Page 4 of 7 pages Deadline: 12/6/202102:00 PM (ET) E-03-22 Addendum 1 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 Question: Can we look at the last weighted tabulations from this bid? Answer: The Analysis Comparison Ranking and Voting Matrix for E-13-17 are included in Addendum -1. Asked: 11/18/2021 11:27 AM (ET) Question: The due date for submission is the Monday after Thanksgiving. Would you consider moving the submission date a day or two later? Answer: The deadline has been extended by one week to 12/6/2021. Asked: 11/8/2021 04:27 PM (ET) Question: Do any of the sites in need of marine product? Answer: Marine product is not addressed in this RFP. Asked: 11/8/2021 04:25 PM (ET) Question: 13. What is the average delivery size received by each location? 14. Do you have a minimum gallon order quantity? 15. What is the anticipated award date? 16. Is there a local preference for this bid? 17. If yes, how is the local preference calculated into the scoring for award? 18. Will Federal Environmental Recover Fee, Federal LUST, and miscellaneous county taxes / fees be included in price differential or shown as a separate line item on invoice? 19. Are taxes to be included in the differential pricing? 20. What percentage of total volume will be locked under the fixed price agreement? 21. Will the entity lift gallons from the "open market' while also under the locked fixed NYMEX price contract? 22. In light of the current COVID-19 pandemic, will an electronic signature be allowed in this solicitation, or does AISD require a "wet' signature? Answer: 13. This information is not available. 14. The Alternate Fuels section (Section F -8-c of the solicitation document) is the only section where minimums have been expressly permitted. 15. 1/11/2022 is the tentative award date. 16. There is no local preference for this solicitation. 17. There is no local preference for this solicitation. 18. Taxes will be shown on a separate line item on invoice. 19. No. 20. Upon execution of its individual contract each participating agency will purchase all of its contracted fuel under this agreement. 21. Upon execution of its individual contract each participating agency will purchase all of its contracted fuel under this agreement. 22. An electronic signature may be permitted for the RFP response, but the awarded company shall be required to provide a wet signature to execute the contract resulting from this RFP. Asked: 11/8/2021 10:31 AM (ET) Page 5 of 7 pages Deadline: 12/6/202102:00 PM (ET) E-03-22 Addendum 1 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A- RFP E-03-22 Question: 9. Please provide site delivery addresses for the following 8 locations as they are blank on Attachment B: a. Town of Palm Beach, D-7 Storm Station Australian (DOCKS), Palm Beach. b. City of West Palm Beach: i. Valley Forge Re -Pump ii. Cumberland Re -Pump iii. Kaye St Re -Pump iv. St Mary's Re -Pump v. Ibis Re -Pump vi. Palm Beach Re -Pump vii. Other Fire Stations c. Broward County Sheriff, MM 35 Alligator Alley 10. Please provide tank sizes for the following locations: a. 3201 W Copans Rd, Pompano Beach b. 3201 W Copans Rd Ft. Lauderdale c. 1521 N 14th Ave, Hollywood d. 13900 Pembroke Rd, Miramar e. 3376 Summit Blvd, West Palm Beach f. 4375 Easley Dr, West Palm Beach g. 220 SW 14th Ave, Ft. Lauderdale h. 949 NW 38 St, Ft. Lauderdale 11. Please provide annual volume per site per tank. 12. Please provide the estimated amount on gallons that are expected to be delivered by Transport truck and how many are to be delivered by Tank Wagon? Answer: 9. a. There is no physical address [like a building address] because the fuel tank is between the Australian and Peruvian Docks. Google Earth shows the closest address is 378 South Lake Dr. b. i -vi. No longer in service. Disregard vii, 700 N Congress Ave. 10. Tank sizes are stated in Attachment B c. Correct address is 1621 N 14th Ave. 11. Attachment G - Product and Account Gallon Report will be included in Addendum -1. 12. Transport volume is approximately 75% of the total volume, and Tank Wagon volume is approximately 25% of the total volume. Asked: 11/8/2021 10:31 AM (ET) Page 6 of 7 pages Deadline: 12/6/202102:00 PM (ET) E-03-22 Addendum 1 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 EDBAA Exhibit A - RFP E-03-22 Question: Standard Bid Questions / Clarifications: Mansfield Oil Company of Gainesville, Inc. will be participating in the bidding process of the above -referenced project. To accurately prepare our submission, we need clarification/answers to the following questions: 1. Which OPIS city are vendors to base their price proposal off of? 2. Would all entities need an OPIS subscription? 3. Are there any entities in locked fixed pricing currently? 4. Do you plan to award to one vendor? 5. Do you plan to split the award between multiple vendors? 6. How often are deliveries split between multiple locations? 7. Please provide a current gas and diesel invoice. 8. Please provide a current gas and diesel Bill of Lading. Answer: 1. Miami 2. Attachment A Section 9 "OPIS MEMBERSHIP" reads as follows: Successful Proposer shall provide City either a subscription to the latest edition of the OPIS Publication PAD 1 report edition, or OPIS Invoice Checker or similar OPIS product that will allow the City to validate the Successful Proposer's pricing on an as needed basis. 3. Attachment D includes a list of participating agencies who have agreed to purchase fuel under the terms and conditions of the contract resulting from this RFP. 4. Yes the awards for this contract will be to a single vendor. 5. No. 6. Less than five percent (5%) of all transport loads are split locations. 7. Per Addendum - 1, Attachment F has been revised to include bills of lading and invoices for both diesel and unleaded fuel. 8. Per Addendum - 1, Attachment F has been revised to include bills of lading and invoices for both diesel and unleaded fuel. Asked: 11/8/2021 10:30 AM (ET) Page 7 of 7 pages Deadline: 12/6/202102:00 PM (ET) E-03-22 Addendum 1 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit B - Proposal of Port Consolidated, Inc. Florida's Warmest Welcome E-03-22 Addendum 1 -Port Consolidated, Inc. Supplier Response Event Information Number: E-03-22 Addendum 1 Title: Unleaded Gasoline & Diesel Fuel Type: Request for Proposals Issue Date: 10/28/2021 Deadline: 12/6/2021 02:00 PM (ET) Notes: The City of Pompano Beach, Lead Agency and hereinafter referred to as the City, is seeking proposals from qualified companies to provide unleaded gasoline and diesel fuel to participating agencies of the Southeast Florida Governmental Purchasing Cooperative Group (Cooperative). The City will receive sealed Proposals until 2:00:00 p.m. (local), December 6. 2021. 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: https://pompanobeachfl.ionwave.net. 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. A list of Proposers will be read aloud in a virtual public forum. To attend the virtual public meeting, go to Page 1 of 4 pages Vendor: Port Consolidated, Inc. E-03-22 Addendum 1 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. https://www.pompanobeachfl.gov/meetings to find the link. Contact Information Contact: Jeff English Address: Purchasing 1190 NE 3rd Avenue Building C Pompano Beach, FL 33060 Phone: (954) 786-4098 Fax: (954) 786-4168 Email: purchasing@copbfl.com Page 2 of 4 pages Vendor: Port Consolidated, Inc. E-03-22 Addendum 1 —._ --- ,,—Cnn„ „QAC AqA, o=Mo — O—M4 CMOA A Exhibit B - Proposal of Port Consolidated, Inc. By submitting this Response I affirm I have received, read and agree to the all terms and conditions as set forth herein. I hereby recognize and agree that upon execution by an authorized officer of the City of Pompano Beach, this Response, together with all documents prepared by or on behalf of the City of Pompano Beach for this solicitation, and the resulting Contract shall become a binding agreement between the parties for the products and services to be provided in accordance with the terms and conditions set forth herein. I further affirm that all information and documentation contained within this response to be true and correct, and that I have the legal authority to submit this response on behalf of the named Supplier (Offeror). Don Carlton Signature , Submitted at 11/20/2021 10:48:24 AM Requested Attachments dcarlton@portconsolidated.com Email E-03-22 Proposal RFP E-03-22 - Port Consolidated 1 of 2.pdf Electronic version of proposal must be uploaded to the Response Attachments tab. The file size for uploads is limited to 100 MB. If the file size exceeds 250 MB the response must be split and uploaded as two (2) separate files. Response Attachments RFP E-03-22 - Port Consolidated 2 of 2.pdf RFP E-03-22 - Port Consolidated 2 of 2 Bid Attributes Vendor Certification Regarding Scrutinized Companies Lists 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. As the person authorized to electronically sign on behalf of Respondent, I hereby certify by selecting the box below 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. 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. 2 Certified (Certified) Conflict of Interest For purposes of determining any possible conflict of interest, all bidders must disclose if any City of Pompano Beach employee is also an owner, corporate officer, or employee of their business. Indicate either "Yes" (a City employee is also associated with your business), or "No". (Note: If answer is "Yes", you must file a statement with the Supervisor of Elections, pursuant to Florida Statutes 112.313.)Indicate yes or no below with the drop down menu. No Page 3 of 4 pages Vendor: Port Consolidated, Inc. E-03-22 Addendum 1 ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit B - Proposal of Port Consolidated, Inc. Terms & Conditions "1 F Check the box indicating you agree to the terms and conditions of this solicitation. 9 Agree (Agree) Acknowledgement of Addenda Check this box to acknowledge that you have reviewed all addenda issued for this solicitation. W Yes (Yes) Page 4 of 4 pages Vendor: Port Consolidated, Inc. E-03-22 Addendum 1 DocuSign Envelope ID: C327F0D0-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. 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. RFP E (number) (RFP name) PROPOSER INFORMATION PAGE 03-22 Unleaded Gasoline & Diesel Fuel for Southeast Governmental Cooperative Group 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 Avenue City/State/Zip Telephone No. Fort Lauderdale, FL 33316 800-683-5823 Fax No. 954-527-1191 Email Address dcarlton@portconsolidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit B - Proposal of Port Consolidated, Inc. 0", C31141 SE 14th Ave. • P.O. Box 350430 Ft. Lauderdale, FL 33335 Phone: (954) 522-1182 Fax: (954) 527-1191 Toll Free: (800) 683-5823 November 20, 2021 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 COOPERATIVE GROUP — RFP E-03-22 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: 0 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. • 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. Miami • FI.Lauderdale • West Palm Beach - FI.Plerce - Orlando • Jacksonville • Tampa www.poriconsolidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit B - Proposal of Port Consolidated, Inc. ® 3141 SE 14th Ave. - P.O. Box 350430 Ft. Lauderdale, FL 33335 Phone: (954) 522-1182 Fax: (954) 527-1191 Toll Free: (800) 683-5823 i Our company owns and operates a fleet of over 60 tankwagons and over 60 tractor trailers, which gives us the largest and most comprehensive delivery capabilities in the area. ® We currently have supply agreements with several major oil companies, notably Chevron, Marathon, Valero, Metroplex, Colonial, Musket, 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. a We own and operate over 15 different petroleum storage facilities throughout the State of Florida. 0 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. Sincerely, ( Don Carlton` President Port Consolidated Miami • I'Ll.auderdale • West Palm Beach • Fl.Plerce • Orlando - Jacksonville • Tampa www.portconsolidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. LE&O! PCam 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 November 20, 2021 Jeff English City of Pompano Beach 1190 NE 3rd Avenue Building C Pompano Beach, FL33060 Personnel — UNLEADED GASOLINE & DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL COOPERATIVE GROUP — RFP E-03-22 Dear Mr. English: Per the terms of the RFP, the following is a list of key personnel that will be assigned to this account: • Customer Service — Fay Francisco, Linda Rogers, Jasmin Harris, Kyara Figueroa, Vanessa Burch, — 954- 522-1182 — cspev@portconolidated.com • Billing Inquiries — Kathy Coppola — billingfll@portconsolidated.com • 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 — 800-683-5823 x1017 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 Don ariton C L President Port Consolidated Miami • Ft.Lauderdale • West Palm Beach • Ft. Pierce • Orlando • Jacksonville - Tampa www.poriconsolidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. � coil 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 November 20, 2021 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— RFP E-03-22 Dear Mr.English: Per the 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, 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) /*Don Carlton President Port Consolidated Miaml - Ft.Lauderdals • West Palm Beach • Ft.Pierce - Orlando • Jacksonville • Tampa www.portconsolidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. LE&O! am 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 November 20, 2021 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 — RFP E-03-22 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 4 different suppliers in Port Everglades for approximately 5 million gallons per month of diesel and 1 million gallons per month of gasoline. 2. Port Consolidated has contracted with 3 different suppliers in the Port of Tampa and Orlando for approximately 3 million gallons per month of diesel and 375K gallons per month of gasoline. 3. Port Consolidated also has active accounts in Port Everglades with 4 other suppliers. 4. Port Consolidated operates 13 different petroleum storage facilities in Florida that can hold up to 3 million gallons of product. 5. Port Consolidated has more rolling assets than any supplier in the State of Florida. We have the ability to shift those assets from one market to another depending on where the emergency needs arise. 6. Port Consolidated fills any/all petroleum storage available throughout its network prior to any named storm. This storage capacity will allow us continuous operation while the other terminals are not releasing product. 7. Port Consolidated operates 9 offices throughout the State of Florida. We have computer servers stored at a hurricane proof facility in Dade and Broward County. Our office can function from any one of our 9 offices throughout the State. 8. Port Consolidated has a fleet of mobile generators in stock to position at any of our locations that may experience a power outage. Miami • Ft.Lauderdale • West Palm Beach • Ft.Pierce • Orlando • Jacksonville • Tampa www.paricansolidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit B - Proposal of Port Consolidated, Inc. LEEO2 PC Om 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 9. 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. 10. Port Consolidated has the ability to pull product from all other Florida Ports should Port Everglades become incapacitated. These 10 simple steps should allow us to function properly throughout a time of crisis. Should you or the City of Pompano Beach Purchasing Division have any questions on this proposal, please feel free to contact me at any time. Sincg ely,� Don Carlton President Port Consolidated Mlaml - Ft.Lauderdale • West Palm Beach • Ft.Plerce • Orlando • Jacksonville • Tampa www.portconsolidated.com DocuSign Envelope ID: C327F0D0-D8DF-4343-65DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. RFP E-03-22 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 monthly usage of the various fuels included in this Request for Proposals. 1. SPECIFICATIONS 1.1 Successful Proposer will sell to all participating agencies the following products (the "Products"): • "Ultra Low Sulfiu diesel": No. 2 Ultra Low Sulfur, on -road, clear, taxable diesel fuel per ASTM D975 -08a specifications, or latest revision. • "Ethanol Gasoline": 10% Ethanol blended gasoline per ASTM D4814 -07b specifications, or latest revision. 1.2 Additional, Optional Fuel Products: Midrange Unleaded Gasoline: Minimum Octane of 89.0 • Ultra Low Sulfur 42 Red Dye Diesel • "5% Biodiesel Fuel": Ultra Low Sulfur 5% Biodiesel blended fiiel, on -road, clear, taxable diesel fuel. The B100 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". • Bulk Diesel Fuel Exhaust Fluid (DEF) 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. Page 1 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 EDBAA Exhibit B -Proposal of Port Consolidated, Inc. 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 product to the Participating Agency and are exclusive of all Federal, State and Comity 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 (+)/(-) (+) (-) er aflon* pergallon* 1 87 Octane Unleaded $ $ ), 2 Diesel Fuel #2 Ultra $f j d , 0 .�� $ , t Low Sulfur 3 Lump Sum $ _ /each $,% each Additional Delivery Charge for Deliveries beyond 30 mile radius of Port Everglades only. * Calculate differential proposed to fourth decimal point. Differential proposed to remain firn during initial contract period and any renewal period, except as provided below. 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 Ethanol 10% Unleaded Unbranded Rack Average Price (For the applicable Reid Vapor Pressure - RVP on the date of delivery of product at the rack) Plus 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 OPIS Gross Ultra Low Sulfur Distillate No. 2 Unbranded Rack Average prices. Plus Page 2 of 9 DocuSign Envelope ID: C327F0D0-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. 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 regardless of the actual varying road miles required to be driven to make deliveries within that radius to each tank location. The firm markup or discount for Unleaded Gasoline or Diesel shall not change during the negotiated term of the contract, except for circumstances described under 3. PROPOSER'S COST INCREASES AND SURCHARGES. 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 selected proposer shall apply all applicable credits and discounts to the price charged to the Co -Op and identify and reflect the discount on the applicable invoices. (Note: the applicable credits and discounts will be incorporated after award and shall not be reflected in the Price proposal Schedule.) 2.6 Alternative Fuels Considering the dynamic nature of fuel technology and the growing demand for alternative fitels, 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 Mel. 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. 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 fitel product proposed. Item No. Description 1 Midrange Unleaded 89 Octane 2 Recreational Unleaded 90 Octane 3 Ultra Low Sulfur #2 Red Dye Diesel Page 3 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 EDBAA Exhibit B - Proposal of Port Consolidated, Inc. 4 Biodiesel Fuel B5 5 Biodiesel Fuel B20 6 E85 Fuel Ethanol 7 Bulk Diesel Fuel Exhaust Fluid (DEF) 3. PROPOSER'S COST INCREASES AND SURCHARGES The City may, in its sole discretion, allow for a temporary surcharge to be added to the differential proposed. If the cost of labor or diesel fuel are affected by extreme or unforeseen volatility in the cost of labor or diesel fiiel that satisfy all the following criteria: 1) the volatility is due to causes wholly beyond the successful Proposer's control; 2) the volatility affects the marketplace or industry, not just the particular successful Proposer's source of supply and/or labor; 3) the effect on pricing or availability of supply is substantial; and 4) the volatility so affects the successful Proposer's continued performance of the Contract would result in substantial loss. Any temporary surcharge would require irrefutable evidence and written approval by the City's Manager or their designee. The successfiil Proposer and City shall negotiate a time frame for the temporary surcharge, and reevaluate the need for said surcharge upon the end of the negotiated time frame. Should the unforeseen volatility end, and the costs to the successful Proposer are reduced and no longer result in substantial loss, the temporary surcharge must be terminated. If it is determined that the additional unforeseen costs will not abate for the remaining duration of the contract term, the parties reserve the right to negotiate an amendment to the resulting agreement and the proposed differential. 4. TAXES: 4.1 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. 4.2 Proposals will be considered only from Proposers who do not require the payment of these taxes. 5. SUBSTITUTE/ALTERNATE METHOD FOR PRICE ADJUSTMENT: 5.1 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 intemiption in the OPIS Index is experienced beyond existing scheduled holidays (Independence Day, Christmas, etc.), or Page 4 of 9 DocuSign Envelope ID: C327FODO-138DF-4343-B5D6-90853131 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. 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 OPIS Index prices becomes non -representative of the market. D. The Successful Proposer provides clear and convincing proof that market conditions unrelated to the OPIS 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, 5.2 The City may, if deemed to be in the City's best interest, elect to modify the pricing methodology in the situations listed above in the following manner using any nationally recognized, published benchmark or index. The firm markup or discount will include the vendor's cost of product, profit, delivery costs and any other costs. The firm markup or discount for Unleaded Gasoline or Diesel shall not chanize during the negotiated term of the contract amendment except for circumstances described under 3. PROPOSER'S COST INCREASES AND SURCHARGES. No other charges shall be added. 5.3 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) days 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. 6. INVOICING 6.1 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 OPIS 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. 7. ORDERING & PAYMENT: 7.1 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. 7.2 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. Page 5 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 EDBAA Exhibit B - Proposal of Port Consolidated, Inc. 7.3 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. 7.4 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. 7.5 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. 8. 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 • 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 fitel type for each Participating Agency) • Cumulative Total Volume Year to Date (per fuel type for all Participating Agencies) • Note regarding fuel types: report must specify the ethanol and biodiesel blend being delivered. The Fuel Purchasing Report shall be sent in electronic format (Excel format preferred) via email to: purchasing@copbfl.com. 9. OPIS MEMBERSHIP Successful Proposer shall provide City either a subscription to the latest edition of the OPIS Publication PAD 1 report edition, or OPIS Invoice Checker or similar OPIS product that will allow the City to validate the Successful Proposer's pricing on an as needed basis. 10. 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. 10.1 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 Page 6 of 9 DocuSign Envelope ID: C327F0D0-D8DF-4343-B5DB-90853D1 EDBAA Exhibit B - Proposal of Port Consolidated, inc. 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 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. 11. DELIVERY/RESPONSE TIME: A. Delivery shall be required within twenty-four (24) hours Lidless an alternate delivery date has been requested by the Participating Agency. 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 S% 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. Page 7 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DI3-90853D1 EDBAA Exhibit B - Proposal of Port Consolidated, Inc. 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 fitel 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 filly 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 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. O. Agencies will accept fuel from trucks with sealed State approved and inspected meters. Trucks that have State of Florida Department of Agriculture and Consumer Services sealed, calibrated and certified compartment tank volume markers for the petroleum product being delivered, are also acceptable. 12. SPILLAGE: Page 8 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. 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: 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 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. Page 9 of 9 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit B - Proposal of Port Consolidated, Inc. *]Mor t� Dpi 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 November 20, 2021 Jeff English City of Pompano Beach 1190 NE 3rd Avenue Building C Pompano Beach, FL 33060 Additional Products— UNLEADED GASOLINE & DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL COOPERATIVE GROUP — RFP E-03-22 Dear Mr. English: Per the terms of the RFP, please see below quote for Additional Fuel Products: Item No. Description Transport Delivery Differential Proposed Tankwagon Delivery Differential 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 +0.199 +0.399 4 Biodiesel Fuel B5 ** +0.149 +0.249 5 Biodiesel Fuel B20 ** +0.149 +0.249 6 E85 Fuel Ethanol ** N/A N/A 7 Bulk DEF Same price as ULSD w/o tax. Same price as ULSD w/o tax. 8 9 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". ** Supply for items 4, 5, and 6 is not guaranteed due to market conditions. Miami - Ft.Lauderdale • West Palm Beach • Ft.Plerce - Orlando • Jacksonville • Tampa www.partconsol[dated.com DocuSign Envelope ID: C327F0D0-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. LE&2)� Pc agIii 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 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. Sinc ly, Don Carlton President Port Consolidated Miaml • FI.Lauderdale • West Palm Beach - Ft.Plerce • Orlando - Jacksonville • Tampa www.portconsolidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit B - Proposal of Port Consolidated, Inc. O1MM CVW,3141 i i t 1i_I,_i ( SE 14th Ave. • P.O. Box 350430 Ft. Lauderdale, FL 33335 Phone: (954) 522-1182 Fax: (954) 527-1191 Toll Free: (800) 683-5823 November 20, 2021 Jeff English City of Pompano Beach 1190 NE 3rd Avenue Building C Pompano Beach, FL 33060 Hurricane Supply Program - UNLEADED GASOLINE & DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL COOPERATIVE GROUP — RFP E-03-22 Dear Mr. English: For those members of the Co-op that may require additional hurricane supply, we are pleased to offer the following program: 1. Members may pre -purchase product in full truck load increments during the months of June, July, or August. Product will be priced using the same OPIS price model used for delivered product. 2. Product will be stored at a designated Port Consolidated facility for an additional fee of $0.59 per gallon. Product will be stored for up to 6 months. 3. Members can elect to take delivery of product at any time. There will be a delivery fee of .049 per gallon. 4. Product needs to be removed from storage and delivered by December 31St Should you have any questions or comments, please feel free to contact me at any time. Sincerely, 1 Don Carlton President Port Consolidated Mlaml • Ft.Lauderdale • West Palm Beach • Ft.Plerce - Orlando • Jacksonville • Tempa www.portconsolidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. 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 November 20, 2021 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 — RFP E-03-22 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 Fleet Services — Ross Meslin - 954-357-6492 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, / Don Carlton ( L President Port Consolidated Miami - Ft.Lauderdale • West Palm Beach • Ft.Plerce • Orlando • Jacksonville • Tampa www,poriconsolidated. com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit B - Proposal of Port Consolidated, Inc. Second Amendment to Guaranteed Supply Agreement This Second Amendment to Guaranteed Supply Agreement ("Amendment") is made by and between Port Consolidated, Inc. ("PCI"), a Florida corporation whose offices are located at P.O. Box 350430, Fort Lauderdale, FL 33335, and Marathon Petroleum Company LP ("MPC"), a Delaware limited partnership whose offices are located at 539 South Main Sheet, Findlay, Ohio 45840, WHEREAS, MPC and PCI entered into a,certain Guaranteed Supply Agreement dated December 30, 2019, as amended by the First Amendment to Guaranteed Supply Agreement dated October 8, 2020 (the "Agreement"), in which MPC agrees to sell and PCI agrees to pinrchase Products as described in the Agreement; and . WHEREAS, MPC and PCI desire to amend the "Quantity" section of the Agreement. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the foregoing recitals are incorporated herein by reference and as follows: 1. Except for the provisions of the Agreement specifically addressed in this Amendment, all other provisions of the Agreement will remain in Snll force and effect. 2. Capitalized terms used but not defined in this Amendment will have the meaning ascribed to such terms in the Agreement. 3. The table in Section 3 labeled "Quantity" is hereby deleted in its entirety and replaced with the following table: Terminal Product Date Range 10 -Day Volume Monthly Volume Fort Lauderdale, FL - MPC Eisenhower Terminal Fort Lauderdale, FL - MPC WH Gasohol 10% Eth HRVP Jan - Dec 400,000 1,200,000 Spangler Terminal Orlando, FL - Kinder Morgan Taft Terminal WH Gasohol 10% Eth HRVP Jan - Dec 14,000 42,000 Tampa, FL - MPC Terminal Tampa, FL - Buckeye WH Gasohol 10% Eth HRVP Jan - Dec 83,333 250,000 South Terminal Jan — Apr 500,000 1,500,000 May 666,667 2,000,000 Fort Lauderdale, FL - MPC DSL ULSD No 2 Clear Eisenhower Terminal DSL ULSD No 2 Dyed June - Sept 916,667 2,750,000 Oct - Dec 1,000,000 3,000,000 Jan -May 133,333 400,000 Orlando, FL - Kinder DSL ULSD No 2 Bio 0-5% Clear Morgan Taft Terminal DSL ULSD No 2 Bio 0-5% Dyed June -Dec .200,000 600,000 Jan — Apr 316,667 950,000 May 483,333 1,450,000 Tampa, FL - MPC June - Sept 583,333 1,750,000 Terminal DSL ULSD No 2 Clear Tampa, FL - Buckeye DSL ULSD No 2 Dyed South Terminal Oct 500,000 !,500,000 Nov 416,667 1,250,000 Dec 500,000 1,500,000 Fort Lauderdale, FL - MPC Eisenhower Terminal Fort Lauderdale, FL - MPC 90 Recreational Jan - Dee 56,000 168,000 Spangler Terminal 4. The effective date of this Amendment is January 1, 2 02 1. DocuSign Envelope ID: C327FODO-D8DF-4343-l35DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. 5. This Amendment constitutes the entire agreement among the parties regarding this subject matter and may be amended or modified only by a written instrument signed by each of the parties. 6. This Amendment supersedes any other prior agreements or understandings of the parties relating to the subject matter specifically contained herein and the parties are not relying on any statement, representation, promise or inducement not expressly set forth herein. 7. The parties may execute this Amendment electronically with the intent that such electronic signature will have the same effect as a handwritten original signature. By signing electronically, PCI and MPC acknowledge that they have read, understand and hereby agree to be bound by the electronic signatures applied to this Amendment in the same manner as if such parties had signed this Amendment with handwritten original signatures. Each party is signing this Amendment on the date indicated with its respective signature. Marathon Petroleum Company LP By; MPC Investment LLC, its General Partner By: Eric FaRleyl.lan�J.09. .ST) Title: Region Manager PK& RJP ATR Approved AS To Form Port Consolidated, Inc. Un a#aaAV .hQ0Y:k2& t I Donald R. Caribm Jr. (Jan 11, 702109:7.9 FST) Title: President DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. I+AETROPLEX F, cj January 1, 2021 Mr. Don Carlton President Port Consolidated Inc. A.O. Box 360430 Ft. Lauderdale, Florida 33335 Dear Don: This letter agreement (the "Agreement") sets forth the terms pursuant to which offers to sell and provide to Port Consolidated ('port" Products (as defined below) in the quantities and at the pricing set forth herein. Matroplex Ener ), and pursuant to which Port agrees to Energy Inclnc' { MXE ) e, certain referred to individually as a "Party" and, collectively, as the "Parties". in. Each of MXE and Port may be If the contents of this Agreement accurately state your understanding of the business by the Parties herein, please execute and date In the space provided for below. of this Agreement will constitute g g arrangement contemplated matter contemplated herein• the binding agreement of the Parties with respect to the Theransactionsal execution and subject This Agreement Is entered into pursuant to and shall be governed by those certain for Rack Sales attached hereto as Exhibit A and Incorporated by reference C°nditlons"). in the event of a conflict between the terms contained in the General Terms and Conditions terms contained in EXhIbIt A, the terms contained in the body contained this Agreement d {the "Genera! Terms and such conflict. For the avoidance a doubt, body a this Agreement and the a "Confirmation" under the General Terms'and Conditions and this Confirms to shall control to the extent of the terms contained in the body of this Agreement shall be considered TERM: tion shat! document a "Transaction." u-„anencernent Date 01!01/2021 -f~x!ration bate. A ._ .._... .. _ 12 months .:,:....... _ .... .Th e initial term of this Agreement shall begin 9 on the Commencement Date and end on the Expiration forth in Table i (such period, the "initial Term" . automatically continue for the subsequent periods specified in Table 1 above (eachn Date set )• After expiration of the initial Term, this Agreement shall together with the initial Term, the "Term-) unless and until either Part intent not to renew the Agreement Te later unless six a "Renewal w t Term" and, Renewal Term, as applicable. sixty {60) days' prior to expiration of the Iniother tial Term notice of its or the then- current Mefr*ex Energy, Inc,, 200 Galleria Parkway SE, Telephone (770)-43.1-7600 Suite 900, Atlanta, GA 30339 www.metroplexenergy.00m DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. Sales Terms; MXE shall sell, and Port shall purchase, the products specified in Table 2 below (the °Products"), at the locations and in the quantities, and in accordance with the pricing formula, specified therein, Table 2 Location Product Primo TransMontaigne ULSD I i Pt. Everglades j , South and/or ULSD.. North CONV-87-E10 TransMontaigne ULSD and/or Buckeye Jan i Tampa/ and/ori 1,500,000 TransMontaigne REC 90 I I Manatee r 1, 500, 000 Kinder Morgan Mar ;_Orlando (Taft) _- ULSD Laeation to be determined at seller's discretion Table 2 -- continued - gallon) Volume Wontht See Chart Below j 250,000 Gallons Metroplex Energy, Inc., 200 Galleria Par"ray SE, Suite 900, Atlanta, GA 30339 Telephone (770)-431-7600 www.metroplexenergy,com See Chart Below 150,000 Gallons See Chart Below TPS! South Main/ North Backup TPSI Tampa Main/Manatee Backup/ Buckeye Tampa Back Up Kinder Morgan Main/ Tampa Back U . 2021 ULSD ULSD ULSD.. Jan 3,500,000. 1,500,000 400,000_. Feb 3,500, 000 1, 500, 000 400,000 Mar 4,000,000 ........ ..:... 400,000 A r ..4,000,000 1,500,000 .400,000 3, 500,000 1,000,000. ...._.:... 4x0,000 Jun 1,750,000 .... 500-000 10006 Jul ....... _1,750,000 500,000 100 400.. Aug i,'7'501000 500,000 100,000 _Aep 1,750,000600,000 100,000 Oct 1,750,x60 1,000,000 100x000 Nov 1,750,000 1,000,000 100,066 Dec 1.,750,000 1,000,00Q - 100,000 .. 30,750,000 12,000,000 2,700,000 Metroplex Energy, Inc., 200 Galleria Par"ray SE, Suite 900, Atlanta, GA 30339 Telephone (770)-431-7600 www.metroplexenergy,com See Chart Below 150,000 Gallons See Chart Below DocuSign Envelope ID: C327FODO-D8DF-4343-B5Dl3-90853D1 ED8AA Pricing Indices will be as follows; • CBOB-83.7 • PBOB-91.4 : • Ethanol • D6 CY R1N a ULSD = • Gallons will be billed off Net Exhibit B - Proposal of Port Consolidated, Inc. Saturday, Sunday and Monday lifting's will be priced the same. Daily pricing will run Midnight to Midnight. SPECIFICATIONS- All Products shall comply with the Kinder Morgan CFPL specifications In Florida. RATABILITY: Port's obligation to buy and take delivery of product hereunder shall be subject to the daily and monthly tolerances specified in Table 3 below. For the avoidance of doubt, MXE shall have no obligation to sell or deliver to Port any amount in excess of the daily tolerances or monthly tolerances specified in Table 3, Table 3 Product j - Dall Tolerances Mon~t31 ULSD and All Gas Products --7- 20°lo I +15% -10% The Daily Tolerance percentage shall be based on an expected dally volume calculated as follows: [Monthly Volume x 12] + 365 AVAILABILITY: If for any reason Port, fails to take on schedule, delivery of eighty-five percent (85%) of its aggregate monthly minimum loading quantity for in any month, MXE, at its discretion and without prejudice to any other rights or remedies which Port may have, will be entitled to invoice Port and Port will pay, as liquidated damages an amount equal to $.0200 multiplied by the difference between the volume of product delivered in the applicable month and ninety percent (90%) of the committed volume for such product (in gallons); provided however the product was reasonably available to Port, Metroplex Energy appreciates your business and looks forward to a continued and mutually -beneficial business relationship. if you agree to the terms contained in this Agreement, please indicate your acceptance by countersigning below. Sincerely, Michael A. Smith Executive Director Marketing Metroplex Energy, Inc. Metroplex Energy, Inc., 200 Galleria Parkway SE, Suite 900, Atlanta, GA 30339 Telephone (770)-431-7600 www.Fnetroplexenergy,com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 EDBAA Exhibit B - Proposal of Port Consolidated, Inc. FUEL PURCHASER AGREEMENT THIS FUEL PURCHASER AGREEMENT (the "AgEeement') is entered into this 26th day of October. 2021 by and between PORT CONSOLIDATED. ("Fuel Purchaser"), and MUSKET CORPORATION. an Oklahoma corporation ("Musket"). A. Musket, among other things, is in the business of selling and transporting petroleum products and fuel; and B. Fuel Purchaser desires to buy and Musket desires to sell the products described herein to Fuel Purchaser all under the terms and conditions set forth herein. FOR GOOD AND VALUABLE CONSIDERATION, including without limitation the covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, Musketand Fuel Purchaser hereby agree as follows: Fuel Purchaser Contact Person: Don Carlton Email address: dcarlton@portconsolidated.com Mobile Phone No.: (954)-275,-1967 Address: 3141 SE 14 Ave. Fort Lauderdale, FL, 33316 COMMERCIAL TERMS Site Product Monthl Volume Pricing Transmontaigne/Metropt NotULSD 500,000Gallons --' ex Terminal -- Tampa T-S9-FL-2101- TransMontai a -Tam a Motiva Terminal - Port Not ULSD 500,000 Gallons Everglades T -65 -FL -2452-M o tiva Enterprises LLC Any change of pipeline rates, additive costs or fees, will result in a change to the Platt's add-on rate at the deliverypoint. TERM OF AGREEMENT: December 1st, 2021 through November 30th. 2022 (the "Term") PAYMENT TERMS: EFT NET 10 Days from date of invoice EFFECTIVE DATE: The "Effective Date" of this Agreement shall be the date first set forth above, notwithstanding the date of execution by the parties; provided, however, that deliveries of Product hereunder shall not commence until the later to occur of the following: (a) the date a Product order is placed by Fuel Purchaser, or (b) the first date of the Term (stated above). ACKNOWLEDGEMENT: Fuel Purchasers affirms that they have read and agree to the terms listed herein will serve as general terms to future fuel sales and Fuel Purchaser acknowledges that he has had a reasonable opportunity to read and has read and understood the terms and conditions of this Agreement. ENTIRE AGREEMENT: This Agreement and the Provisions of Agreement attached hereto constitute the entire agreement between the parties relating to the subject matter hereof and can only be revised or amended in writing, signed by both parties. ( 00181405. DOCx; l l DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA [SIGNATURES TO FOLLOW] EXECUTED by the parties to be effective as of the Effective Date. Fuel Purchaser By: Date: ✓! 107 , 2021 {00181405.D0Cx;1 } Exhibit B - Proposal of Port Consolidated, Inc. Musket Corporation, An Oklahoma Corporation By: Its: Vice President Date: 12021 DocuSign Envelope ID: C327F0D0-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B- Proposal of Port Consolidated, Inc. PROVISIONS OF AGREEMENT The Commercial Terms and these Provisions of Agreement are collectively referred to as the "Agreement". This Agreement shall control over any purchase order, delivery sheet or other document used by Fuel Purchaser, regardless of whether or not such document is signed by an employee of Musket Corporation. 1. PRICE ADIUSTMENTS. In the event fuel prices are to be determined by reference to an index, the price for each product shall be that first published on the date of delivery. Fuel Purchaser acknowledges that the prices of product sold under this Agreement, if stated in a dollar and cents figure, are based upon consideration of several factors and, as such, are subject to increase or decrease by Seller, in its sole discretion, at any time during the Term of this Agreement; without prior written notice to Fuel Purchaser. If such Product Distribution Costs change over the life of this Agreement, Musket, in its sole discretion, at any time during the Term of this Agreement, with prior written notice to Fuel Purchaser may change the Differential used in calculating the price to reflect the changes in the Product Distribution Costs. In the event any increase in price is unacceptable to Fuel Purchaser, Fuel Purchaser may elect to Immediately discontinue future purchases hereunder, onlyasto the product orproductsforwhich the price was increased; provided that, Fuel Purchaser timely makes such election in accordance with any requirement of Musket In such regard, it being understood that Fuel Purchaser may discontinue the purchase of other products hereunder and/or terminate this Agreement only upon thirty (30) days prior written notice to Seller. 2. TAXES. Fuel Purchaser shall be responsible for any and all taxes arising from or related to the transactions contemplated by this Agreement, including but not limited to, all domestic and foreign taxes and duties now or hereafter imposed directly or indirectly: (i) on fuel products purchased by Fuel Purchaser hereunder and (ii) on the production, manufacture, transportation, purchase, sale, use or handling of such fuel products, of any material contained in such fuel products, or of any material from which such fuel products are wholly or partly refined or manufactured. Upon receipt of any invoice, bill orassessment related to suchtaxes or duties, Fuel Purchaser shall promptly and timely pay the same. 3. INDEMNITY. To the extent permitted by applicable law, Fuel Purchaser hereby agrees to defend, indemnify and hold harmless Musket, its parent, subsidiaries, affiliates and related companies, and the partners, officers, directors, members, employees and representatives of any of the foregoing, from and against any and all liabilities, claims, liens, damages, fines or penalties, losses, judgments, costs and expenses (including attorneys fees and court costs), of whatever kind or nature and in any manner directly or indirectly arising out of, in connection with or resulting from (1) any breach of this Agreement or the performance of its obligations under this Agreement by Fuel Purchaser, an employee of Fuel Purchaser or anyone acting under Fuel Purchaser's direction or control or on its behalf, (ii) the negligence (whether active or passive) of Fuel Purchaser, an employee of Fuel Purchaser or anyone acting under Fuel Purchaser's direction or control or on its behalf, and (iii) the willful misconduct of Fuel Purchaser, an employee of Fuel Purchaser or anyone acting under Fuel Purchaser's direction or control or on its behalf, it being understood that Fuel Purchaser's obligations hereunder shall not apply to liabilities caused by the sole or gross negligence or willful misconduct of the indemnified party. Musket may participate in any investigation or defense of any claim or action hereunder and may, at its option, notwithstanding the foregoing indemnity, elect to conduct any investigation or litigation (00181405. DOCX;1) DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. regarding a claim for which it is indemnified hereunder through counsel of its own choosing and expense. This indemnification shall survive the expiration or termination of this Agreement. 4. MANNER OF PAYMENT: DEFAULT IN PAYMENT. All payments hereunder shall be made by Fuel Purchaser in U,S, dollars, without discount, deduction or offset of any kind, and in accordance with the other terms of this Agreement If at any time, in Musket's opinion, Fuel Purchaser's creditworthiness becomes impaired orotherwise unsatisfactory, Musketmay require that Fuel Purchaser (i) make only cashpayments for products hereunder and/or (ii) provide such security, as Musket determines necessary or desirable, for Fuel Purchaser's payment and performance under this Agreement Upon Fuel Purchaser's failure to timely pay any amount due to Musket hereunder, such amount shall (i) accrue interest at the rate of eighteen percent (18%) per annum and (ii) be subject to a late charge equal to ten percent (10%) of the outstanding sum due, The accrual of interest on such amounts and such late charge shall not prejudice any other remedies available to Musket under this Agreement or applicable law. 5. TERMINAL ACCESS. Musket shall provide to Fuel Purchaser such keys, cards, or identification numbers (each an "Access Item"), as may be necessary, from time to time, to enable Fuel Purchaser to enter Musket's terminal or to load product at any such terminal. Access Items shall be used only by Fuel Purchaser and its authorized employees or representatives, as permitted by Musket Fuel Purchaser shall reimburse Musket for (i) any costs incurred by Musket in replacing any Access Item and/or securing any terminal of Musket after Fuel Purchaser's loss of an Access Item and (ii) any loss, cost or expense arising from or related to Fuel Purchaser's loss of any Access Item or the unauthorized use of an Access Item provided to Fuel Purchaser. Fuel Purchaser shall not permit any Access Item to be duplicated without Musket's prior written consent and all Access Items shall be immediately returned to Musket upon termination of this Agreement. 6. DELIVERY. Unless otherwise agreed in writing by the parties, delivery of product to Fuel Purchaser shall be deemed complete when products, properly consigned, are placed free on board ("FOB") tank cars, transport trucks, tank wagons, or other vehicles. If Musket is to deliver product at Fuel Purchaser's location, Fuel Purchaser hereby authorizes any janitor, superintendent, caretaker or other purported agent of Fuel Purchaser at such location to sign receipts for deliveries on its behalf. Such signed receipts shall be binding upon Fuel Purchaser and may be relied upon by Musket Fuel Purchaser shall provide Musket with all necessary access to such delivery location and all necessary hose connections, without delay. In the event Musket delivers product to Fuel Purchaser hereunder in carload, transport truck or tankwagon lots, such delivery shall be deemed in compliance with this Agreement if the actual volume of product delivered is within ten percent (10%) of that required hereunder for such delivery. In any event, Fuel Purchaser shall be charged only for the actual volume of product delivered. 7. ACCESSORIALAND OTHER CHARGES. 7.1 Tank Cars. The party responsible for transloading fuel product purchased hereunder (whether conducted by such party or at its direction) shall be solely responsible for any and all destination rail carrier accessorial charges forany fuel shipment hereunder. Additionally, if Fuel Purchaser (or a third party at its direction) is responsible for transloading and fails to offload a Musket owned or leased tank car and release the same to the rail carrier within three (3) days of carrier placement or a constructive placement event, Fuel Purchaser shall be assessed a charge equal to $25.00 per day / per car for each day a car is detained beyond such three (3) day period, with such charges to be paid to Musket on demand. {00181405.DOCX;11 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit B - Proposal of Port Consolidated, Inc. 7.2 Trucks. Prices of fuel product under this Agreement are based on product offloading times not exceeding one (1) hour per full truckload, commencing at the time any such truck arrives at the offloading destination. In this regard, if Fuel Purchaser fails to unload any truck within such one (1) hour period, Fuel Purchaser shall be responsible for any additional expense or charges incurred by Musket as a result of such detention beyond such hour. 7.3 Terminal and Tariff Increases. Fuel Purchaser shall reimburse Musket for cost increases or additional charges arising from the applicable terminals, racks or increased tariffs. Fuel Purchaser shall promptly reimburse Musket or pay directly (as the case may be) any charges for which it is responsible hereunder upon receipt of an invoice or demand therefore. In no event shall Fuel Purchaser be entitled to deduct or offset any amounts due Musket hereunder. 8. RATABLE LIFTING. If the term of this Agreement extends beyond one (1) calendar month, the following shall apply; Lifting; Volume Tolerance: Fuel Purchaser shall liftninety percent (90%) percent (butinno event more than one -hundred and ten percent (110%)), of the aggregate total monthly contract volumes ("MCV") of fuel purchased under this Agreement by the end of each calendar month, on a ratable basis (i.e. with the monthly volume being lifted in approximately equal amounts each day ofacalendar month, as practical). Should Fuel Purchaser not lift at least ninety percent (90%) of the aggregate total MCV for any calendar month, Fuel Purchase shall be charged the price described herein for each gallon of fuel below ninety percent (90%) of the MCV, Upon the expiration this Agreement if Fuel Purchaser has not lifted ninety percent (90%) of the aggregate total quantity of fuel under this Agreement, Fuel Purchaser shall remain responsible for all unlifted gallons and will charged the price stated herein for each such gallon. 9.. CAPACITY -- ABILITY TO PERFORM. If Musket determines, in its sole discretion, that its abilityto perform under this Agreement is significantly impaired or impractical, as to one or more products, for any reason whatsoever, upon written notice to Fuel Purchaser, Musket shall be relieved of any and all obligations hereunder (as to such product or products). in such event, Musket shall not be liable for any claims, damages or Iiabilities resulting from or in any way related to a delay in delivery, or non-delivery, of product to Fuel Purchaser. Nothing in this Section 10 shall be construed to extend the Term of this Agreement or to relieve Fuel Purchaser of its obligation to (i) pay for product actually delivered or (ii) otherwise perform under this Agreement. 10. FORCE MAIEURE. Either party's failure to perform any term or condition of this Agreement as a result of conditions beyond such non-performing party's reasonable control, including, but not limited to, Acts of God, natural disaster or severe weather conditions, war, strikes, riots, picketing or other labor troubles or disputes, malicious mischief, civil commotion, the inability to procure materials, shortages, government restrictions, performance failures of third parties upon which the non-performing party relies in its performance hereunder, and the total or partial failure of transportation facilities customarily available to such non-performing party shall not be deemed a breach of this Agreement. 11. LIMITED WARRANTY AND LIMITATION OF DAMAGES. BEYOND THE BASIC DESCRIPTION OF THE PRODUCT BEING SOLD TO FUEL PURCHASER UNDERTHIS AGREEMENT, MUSKET MAKES NO WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, CONDITION, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT BY OR ANY OTHER MATTER RELATING TO THE PRODUCT. FUEL PURCHASER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THIS LIMITED WARRANTY SHALL BE REPLACEMENT OF THE NONCONFORMING PRODUCT. IN ANY EVENT, MUSKET (00181405.DOCX;1 ] DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. SHALL NOT HAVE ANY RESPONSIBILITY TO FUEL PURCHASER FOR INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO, LOSS OF BUSINESS OR ANTICIPATED PROFITS, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SALE, PURCHASE, USE, PERFORMANCE OR NONCONFORMANCE OF PRODUCT HEREUNDER. TO THE EXTENT PERMITTED BYLAW, THIS DISCLAIMER OF LIABILITY WILL NOT BE AFFECTED OR IMPAIRED IF THE REMEDY PROVIDED HEREUNDER SHALL FAIL OF ITS ESSENTIAL PURPOSE, 12. CLAIMS: REQUIRED NOTICE. Fuel Purchaser must notify Musket in writing of any claim for breach of the limited warranty provided in this Agreement within two (2) business days after delivery of the product at issue, it being agreed that Fuel Purchaser's failure to provide timely written notice shall constitute Fuel Purchaser's waiver of any such claim. Fuel Purchaser shall allow Musket reasonable opportunity to inspect the product at issue; provided that, if delivery of product is made in equipment furnished by Musket, notice of any claim and the reasonable opportunity to inspect shall be given prior to such product being unloaded. Fuel Purchaser shall immediately notify Musket in writing if any equipment used to deliver product is leaking or is otherwise not in good condition and repair. 13. FUEL PURCHASER'S INSURANCE. If Fuel Purchaser, its agents, employees or contractors, will at any time during the Term of this Agreement pick tip product purchased hereunder at any terminal, transload site, or other premises owned, leased or operated by Musket, Fuel Purchaser shall procure and maintain in full force and effect during the Term, the following policies of insurance; Commercial General Liabilitylnsurance (including blanket contractual liability), insuring Fuel Purchaser against any liability for injury or death to a person or persons, and for damage to or destruction of property occasioned by or arising out of or in connection with Fuel Purchaser's performance under this Agreement, with a combined single limit of not less than $5,000,000.00 per occurrence and in the aggregate. Workers' Compensation Insurance for each of Fuel Purchaser's employees performing under this Agreement, with coverage in accordance with applicable statutory requirements and Emnlover's Liability Insurance with limits of not less than $1,000,000.00 per accident or illness. Business Auto Liability Insurance covering all owned, non -owned and hired vehicles used in connection with Fuel Purchaser's performance under this Agreement, with a combined single limit of not less than $1,000,000.00 per occurrence and Supplemental Environmental Automobile Liability ("SEAL") Insurance covering losses resulting from claims for bodily injury, property damage or clean -tip costs caused by a pollution release from transported cargo, regardless of the location of such occurrence. Each policy required hereunder (i) shall be carried with a reputable insurance carrier licensed to do business in the states in which the terminals, transload sites or other premises at which product is being picked -up by Fuel Purchaser are located, (ii) shall include waiver of subrogation in favor of Musket, (iii) shall apply as primary insurance without contribution from any other insurance or self-insurance programs afforded to or maintained by Fuel Purchaser (and shall not require the exhaustion of coverage), and (iv) shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in limits except after thirty (30) days prior written notice to Muslcet. All general liability or property damage insurance shall name Musket as an additional insured, with proceeds payable first to Musket to the extent of liability, ifany, and the balance to {00181405.DOCx; i 1 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. Fuel Purchaser. The proceeds of fire, theft or other casualty insurance shall be payable to Musket, as loss payee, with respect to the loss suffered thereby, Fuel Purchaser shall furnish Musket with certificates of insurance and original endorsements affecting coverage required by this Section 13 prior to performing hereunder and, from time to time, as applicable, certificates evidencing renewal of such policies no less than thirty (30) days prior to the expiration thereof. Musketshall have no duty to examine any certificate or other evidence of insurance or to advise Fuel Purchaser in the event that any insurance is not in compliance with this Section 13. That notwithstanding, should Fuel Purchaser fail to obtain any insurance policy required to be obtained hereunder, or furnish proof thereof, Musket may (but shall have no obligation to) obtain such insurance, at Fuel Purchaser's expense and Fuel Purchaser shall reimburse Musket for the same on demand. All such sums not paid to Musket within ten (10) days of demand therefore shall accrue interest at the rate of eighteen percent (18%) per annum until paid in full, it being understood that accrual of interest on such amounts shall not prejudice any other remedies which may be available to Musket, Self-insured retentions, ifany,shall notexceed Five Thousand Dollars ($5,000.00), unless a larger amount is approved by Musket, in its sole discretion. That notwithstanding, in all instances ofself-insured retention inexcess ofFiveThousand Dollars ($5,000.00), Fuel Purchaser shall furnish to Musket a certificate of excess liability coverage. Insurance coverage required under this Agreement shall be additional security for the obligations assumed by Fuel Purchaser hereunder and in no event shall the types of insurance or Iimits of coverage required hereunder be deemed to limitany obligation or liability assumed under this Agreement. 14. NOTICE. All notices or other communication herein required or permitted shall be in writing and given by personal delivery or sent by (i) registered or certified mail, return receipt requested, postage prepaid, (ii) facsimile or (iii) nationally recognized overnight courier service, addressed to the respective party as set forth on the first page of the Agreement (unless written notice of change thereof is provided). Notice shall be deemed given on the earlier of (i) actual receipt, (ii) three (3) business days after deposit in the U.S. Mail, (iii) the date of facsimile delivery/receipt confirmation, or (iv) the first business day after deposit with an overnight courier. Any notice or communication not received because of change of address, without notice to the other party thereof, or refusal to accept delivery, shall be deemed received on the date of attempted personal delivery or on the date, as indicated above, for other permitted methods of delivery. 15. MISCELLANEOUS, This Agreement and the legal relations between the parties shall be governed by the laws of the State of Texas without giving effect to any conflict of law provision (whether of the State of Texas or any other jurisdiction) that would cause the application of the law of any other jurisdiction. No waiver by Musket of any breach or default of any provision of this Agreement shall waive any subsequent breach or default of the same or any other provision. Fuel Purchaser may assign its rights under this Agreement only upon the prior written approval of Musket and, notwithstanding any such assignment, Fuel Purchaser shall not be released from its obligations hereunder, absent Musket's written agreement to the contrary. This Agreement may be executed in one or more counterparts, and by facsimile, all of which counterparts shall be considered one and the same agreement. In any action to enforce or defend this Agreement, the prevailing party shall be entitled to an award of its reasonable attorneys' fees and costs associated therewith, (00181405.DOCX;1) DocuSign Envelope ID: C327F0D0-D8DF-4343-B5DB-90853D1 EDBAA Chemmin Product Sales Contract (Reseller) Exhibit B - Proposal of Port Consolidated, Inc. . t;hevrtniEwa MWO CUM. Our Rimily of Brat -ids This contract Is dated August 26, 2021, and Is between Chevron Products Company, a division of Chevron U.S.A. Inc. ("Seller"), and PORT CONSOLIDATED INC ("Buyer"). Seller and Buyer agree as follows. I. TERM. The term of this contract shall commence on September 01, 2021, and shall end on August 31, 2022, unless sooner terminated by either party in accordance with the provisions of this contract, PRODUCTS. AND OUANTiTiES. Seller agrees to sell to Buyer, and Buyer agrees to purchase fi am Seller those grades of fuel specified in Exhibit A of this contract. Buyer agrees to purchase from Setter dining each calendar month not less than the minimum quantities of products specified in Exhibit A. Seller shall not be obligated to sell to Buyer in any calendar month quantities of products in excess of the maximum quantities specified In Exhibit A, but Seller may elect to do so at its option after request by Buyer. Such minimum and maximum quantities shall be prorated for any period less than a calendar month included within the term of this contract. Buyer shall not represent or authorize or permit any other person to represent that the products purchased tinder this contract are the products of Seller or use or authorize or permit anyother person to use any of the trademarks, service marks, trade names, color schemes or service station designs utilized by Sailor or any other identification, designation or marking of any kind that would identify such products with Seller. it is understood and agreed that the products purchased under this contract shall be resold by Buyer under Buyer's brands and trade names, and Seller hereby gives its consent to the rebranding of such products. If Buyer breaches any of the provisions of this section 2, such breach shall, at Seller's option, be deemed a breach of this entire Agreement arid, in addition to such other remedies as it may have, Seller shall have the right to terminato this Agreement forthwith, 2W9UtxTS3UfA TY. The products sold under this contract shall be of the quality as is generally offered by Seller for similar use at the relevant delivery location, To facilitate the investigation of any claim or concern regarding the quality of the products delivered under this contract, Buyer shall keep complete and accurate records of Buyer's purchase, transportation, receipt, inventory, transfer, use, sale, or delivery of all products purchased by Buyer in bulk from Seller and any other supplier. Seller's representatives shall be permitted to inspect and audit such records at any time during Buyer's business hours on reasonable notice to Buyer for up to one year after the termination of this conttact. Seller's representatives shall also have the right at any thus to enter upon the premises where the products purchased under this contract are stored by or for Buyer and to take samples of such products for testing purposes, compensating Buyer (at Buyer's cost, which for this purpose shall be based on Seller's price to Buyer In effect at the time such samples are taken, or, at Seller's option, in kind) for any products so taken. 4. PRICE. The prices that Buyer shall pay Seller for products purchased under this contract shall be determined as act forth in Exhibit A (except as otherwise provided In section 22 with respect to any Discretionary Sales (as defined below)). S. PAYMENT AND FINANCIAL RESPONSIBILITY. Buyer's payments for products shall be in U.S, dollars without discount by electronic transfer of Immediately available funds to an account, bank and location designated by Seller. Buyer shall, except at Seller's option, pay Seller cash before delivery for products purchased hereunder. Buyer acknowledges the importance of payment witlria the terns specified when credit is extended and agrees that past due amounts shall bear intereat at the rate of 18% per year or the maximum rate pcnuitted by the state of Buyer's address for notices as specified in Exhibit A of this contract, whichever is less. If Buyer fails to make payment within the specified terms, such f dl uro shall, at Scllers's option, be deemed a breach of this entire contract and, in addition to such other remedies as it may have, Seller shall have thereafter the right to demand advance cash payment, to withhold deliveries until such advance payment (indudiug payment of all amounts then outstanding for products delivered by Seller to Buyer hereunder) is received, or to, terminate this contract. The acceptance of say payment by Seller after the due date shall notwaive any of Seller's rights hereunder nor shalt such withholding of deliveries or termination of this contract affect any obligation of Buyer hereunder. If credit is extended to Buyer by Seller, the buyer shall periodically provide to (Chevron) that financial information or security deemed Product Sales Contract (Reseller) C&1-020(3-08) -1 - RI;V 05/12/14 DocuSign Envelope ID: C327F0D0-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. necessary by (Chevron) to support any credit extension, If during the lite of this contract, the financial capacity of the buyer becomes Impaired or unsatisfactory to (Chevron) in the sole judgment of (Chevron), advance cash payment or security satisfactory to (Chevron) shall be given by the buyer on demnnd by (Chevron) and shipments/dellveries may be withheld until such payment or security is received. Seller's terms of payment are subject to change without notice at the discretion of Seller. TAXES . Any tax, duty, toll, fee, impost, charge, exaction, or other obligation, or the amoant equivalent thereto, and any increase thereof now or hereafter inywsed, levied, assessed, or required by any governmental authority upon, measured by, incident or related to oras a result of the transoctiona herein provided for (other than l000l, state and Federal not income tuxes meusured by the net income of Seller from all sources), or the transportation, importation, production, manufacture, use or ownership of the goods covered by this contract, shall, if collectible, payable, accountable, managed, or administered by Seller, be paid by Buyer on demand by Seller. Any such payments shall be In addition to the prices otherwise provided for in this contract, Buyer slutll, at Seller's request, execute and deliver to Seller such certificates or other documents as Seller may reasonably require in order to enable Seller to secure any tax exemption which may be available in connection with sales or deliveries hereunder. DELIVERIES. Nesel &el deliveries shall be made by Seller to Buyer at the locations specified in Exhibit A. Title and risk of loss shall pass to Buyer at the point of delivery into Buyer's trucks, railcars, storage facilities, or other receiving unit. If deliveries are to be made into vehicles supplied by Buyer, Seller shalt not be required to make such deliveries into such vehicles unless they are clean and empty immediately prior to delivery and shall not be required to load or deliver quatitities less than the full capacity of the vehicle, except as otherwise authorized by Seller. If deliveries arc to be made into Buyer's storage facilities, Buyer shall provide storage facilities sufficient to enable it to receive such deliveries and sball provide Seller with imitupeded access to make deliveries 24 hours per day, Buyer is responsible for ensuring (list any vehicles and facilities used to receive deliveries are in safe Condition, that vehicles ere in compliance with all applicable terminal procedures, policies, rules or requirements in effect at the time of delivery, and that Buyer's storage facilities call be accessed safely. Seller• shall not be obligated to make any delivery to Buyerthat cannot be made safely in SelIer's sote judgment. Buyer shall comply with such reasonable policies, procedures, rules and requireiuents as Seller may establish regarding deliveries by Seller into Buyer's vehicles or storage facilities. Orders for deliveries shall be placed by Buyer with such advance notice and in such manner as Seller may designate, 8. CONFLICTS OF INTEREST. Neither Buyer not any director, employee or agent of Buyer shall (1) give to or receive from any director, employee or agent of Seller or Its affiliates any commission, fee, or rebate, or any gift or entertainment of significant coat or vntue in connection with this contract, or (2) enter into any business arrangement with any director, employee or agent of Seller or its affillates (othor Ilion as a representative of Seller or its affiliates) without prior written notice to Seller. Buyer shall promptly notify Seller of any violation of this section 8 and any consideration received as a result of such violation shall be paid over or credited to Seller. Any representative authorized by Seller may audit airy and all records of Buyer for the sole purpose of determining whether there has been compliance with this section 8 for up to 24 months after the termination of this contract. PREVENTION OF PERFORMANCE: SHORTAGE OF SUPPLY. There shall be no obligation to sell or deriver, or to purchase or receive, products under this contract when, and to the extent that, such actions are prevented or hindered by act of God, tire, Oct, Tabor disturbances (whether involving employees of the party affected or of others and regardless of whether the disturbance could be settled by acceding to the demands of a labor group), accident, war, the acts of any government (at any level, foreign. or domestic) or any causes beyond the reasonable control of the party affected, whether or not slmihir to any of the foregoing causes, Due to an interruption, loss or shortage of necessary facilities or supplies, or uricoilainties in the supplyldemand situation (which may include a decision by Seiler that the costs of somo products which might be available are unreasonable), Seller may not have sufficient supplies of one or more of the products covered by flus contract to meet the full requirements of Buyer, of Seller's other customers, and of Seller for its own use, If there is a shortage of products doliverabic under this contract; Seller may allocate deliveries of available products among Buyer, Seller's other customers (contract or otherwise, including Seller's affiliates) and Seller for Its own use, on any basis which in Seller's sole judgment is fair and reasornble, allowing for such priorities as Seller deems appropriate. Allocation is fair and reasonable even if it is based on a shortage in the then-contomplated souks of supply or a general shortage in the supply system of Seller or its affiliates or on historical or planned deliveries, 10. OIL SPILLS. If a product spill occurs anywhere in connection with Buyer's perforrpance of this contract, Buyer shall promptly notify Seiler and the appropriate governmental authorities and shall take immediate action to clean up the spill and prevent further damage. Upon receipt of such notification, Seller shall have the right, at its election, to provide, or cause to be provided to Duyer such additional manpower, equipment and material its in Seller's sole discretion are deemed reasonable to complete the cleanup in a satisfactory resumer. Buyer shall pay and be responsible for, and .Buyer's indemnity obligations under this contract shall include all costs and expenses incurred in connection with the clean-up operations, including reimbursement to Seller for all of its costs and expenses, and all fines, charges, fees or judgments imposed or levied by any Federal, state or local goverumantal agency as a result of such spill, except in the event the spill resulted solely fi-om any act or omission on the part of Seller or Settees employees. 11. INDEMNiTY, Buyer shall indemnify, defend and hold harmless Seller and its affiliates, and their respective director, employees and agents, fiom nod against any and all expenses (including attorneys' fees), liabilities and claims of whatsoever triad and nature including those for damago to property (including property of Buyer), or for injury to or death of any person (Including Buyer), C&1-020(3-08) Product Sales Contract (Reseller) _ 2 REV 05/12114 DocuSign Envelope ID: C327FODO-D8DF-4343-I35DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. directly or Ind(reetly arlsing or alleged to arise out of or in any way connected with the acquisition, storage, handling, or use of any products purchased under this contract, or with the maintenance, upkeep, repair, replacement or operation of any premises used by Buyer in connection with this contract or anything located thereon, including any act or omission of Buyer or Buyer's agents or employees in the performance of this contract, or in the operation of any vehicle in connection with Buyer's business. The foregoing indemnity shall not apply to the extent and only to the extent such expense, liability or claims result front Seller's sole negligence or willful misconduct. 12. DEFINITIONS AND USAGES. In this coutraet, unless otherwise stated or the context otherwise requires, the following definitions and usages apply: • "Seller and its affiliates" means Seller, its divisional parent company Chevron U.S.A. Inc., and the subsidiary and affiliated companies of oach of them, • "U,S," refers to die United States of America, and all prices are expressed in U.S. currency and all units of measure are In U.S. units. • "Includes" means "includes, but is not limited to," and "including" means "including but not limited to." • Actions permitted wider this contract may be taken at any time and from time to time in the actor's discretion. • "A or B" means "A or B or both." 13. APPLICABLE LAW AND DISPUTE RESOLUTION. This contract shall be governed, constitted, interpreted, enforced and the rotations between the parties determined in accordance with the laws of the state of California, without regard to its choice of law rules. In the event a dispute arises with respect to the interpretation or performance of, or the relationship created by, this contract, the parties shall attempt in good faith to resolve the dispute. If such efforts prove unsuccessful, each party agrees to consider the use of mediation, mini-trinl, arbitration or other alternative dispute resolution techniques prior to resetting to litigation. If mediation, mini -trial, arbitration or other alternative dispute resolution techniques are utilized by the parties, each party agrees that no award or decision resulting therefrom shall include punitive damages. If the parties are unsuccessful in their good faith attempt to otherwise resolve a dispute, the parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of either (1) Contra Costa County in the State of California, or (2) the federal courts of the Northern District of California, for any actions, suits or proceedings arising out of or relating to this contract (and the parties each agree not to commcnco any action, suit or proceeding relating thereto except in such courts), 14, PRIOR ACrREEMENTS: WAIVER: MODIFICATIONS. This contract constitutes the entire agreement of the parties with respect to its subject mattet and terminates and supersedes any prior agreement, understanding, representation, or proposal relating to the sale by Seller ofproducts to Buyer at the delivery locations specified in Exhibit A or ancillary Discretionary Sales contemplated by section 22. Waiver by Seller or Buyer of one or rnoro breaches of this contract shall not be deemed to be a waiver o f any other or continuing breach. No modification of this contract, and no waiver of any of its provisions, shall be binding on Seller or Buyer unless in writing and signed by Seller and Buyer. 15. SEVERABILITY. If any ptovision of this contract shall be adjudged invalid orunenforceableby acourt of competent jurisdiction or by operation of any applicable law, such provision shall be deemed omitted and the remaining provisions shall remain in ftill farce and effect. 16. MSDS. Buyer acknowledges receipt of Material Safety Data Sheets (MSDS) for all products covered by this contract. 17. DAMAGES. in no event shall Seller be liable for any special, indirect or consequential damages of any kind including loss of profits, loss of use or claims of Buyer's customers due to loss of service whether the damages aro based in contract or tort (including negligence or strict liability) orotherwise. Buyer's exelustve remedy for any and all losses or damages resulting from the purchase ofproducts under this contract, including, but not limited to, any allegation of breach of warranty, hreach of contract, negligence or strict liability, shall be limited, at Buyer's option, to either the retum of due purchase price or the replacement of the fuel for which a claim is proved. 18. ,ASSIGNMENT AND DELEGATION[. This contract Is personal to Buyer and Buyer shall not, subject to any valid requirements of any applicable statute, assign any rights or delegate any ditties that Buyer may have under this contract, either voluntarily, invotuntarity or by operation of law, or otherwise, without the prior written consent of Seller. If Buyer is a corporation, any sale, conveyance, alienation, transfer or other change of intcrest in or title to or beneficial ownership of 50 percent or more of the voting stock (or securities convertible into 50 percent or more of the voting stock) of Buyer, either voluntarily, involuntarily, by operation of law, merger or other corporate proceedings, or otherwise, shall be construed as an assignment of Buyer's rights under this contract. Seller may assign any of its rights or delegate any of Its dirties wider this contract without Buyer's consent, 19, NOTICES. Notice.% to be given under this contract shall be in writing and delivered by mail, in person, or by facsimile to the other party at the appropriate address specified in Exhibit A, or at such other address as either party may designate by written notice to the other. Nodeos shall be effective at time of receipt. C&I-07.0(3-0$) Product Sales Contract (Reseller) -3 - REV 05/12/14 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit B - Proposal of Port Consolidated, Inc. 20. TERM NATION, Seller and Buyer shall have the right to terminate this contract at any time without cause upon giving the other party at least 30 days' prior written notice of termination. Termination of this contract shall not relieve the pnrries of responsibility for obligations incurred prior to termination. If Seller continues to accept orders from Buyer For the products covered by this contract following expiration of the tern of this contract, such sales shall be upon all of the terms and conditions of this contract; provided that such sales shall not be construed to evidence a renewal of this contract by operation of law or otherwise. 21. WA9RAANjY..Selier warrants that it has title to the products sold under this contract. EXCEPT AS OTHERWISE PROVIDED IN THE FOREGOING SENTENCE AND IN THE FIRST SENTENCE OF SECTION 3 OF THIS CONTRACT, BUYER ACKNOWLEDGES AND HEREBY ACCEPTS THAT SELLER EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING WiTFIOUT LIMITATION, ANY AND ALL WARRANTIES OF IvTER.CI•IANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE. 22. DISCRETIONARY SALES. Seller and Buyer may (but are not obligated to) engage in sale transactions for products or delivery locations not specified in Exhibit A ("Discretionary Sales"). Unless otherwise agreed to in. writing by Seller and Buyer, any Discretionary Sales shrill be deemed mode "under this contract" and on its terms except Bial the specific products, prices, quantities,.and delivery locations for Discretiounry Sales shall be as mutually agreed upon. by Seller and Buyer for each such transaction. The quantities of products sold in Discretionary Sales shall not count against the minimum or maxinwm volumes specified in Exhibit A. Seller Chevron.Products Company, a division of Chevron. U.S,A, Inco. Ay: Thanh Nhan Nguyen AttarneyinFact Bl )lvr PORT CON LIDATI, INC By: Title: f Product Sales Contract (Reseller) C&1-020(3-08) - 4 - REV 05/12/14 DocuSign Envelope ID: C327F0D0-D8DF-4343-B5DB-90853D1 ED8AA Chevron hb-.011111111111 �o RXITIDIT A Exhibit B - Proposal of Port Consolidated, Inc. t;lnel+ron TNXACo ct►lnx. Our Family of Brand;> Supply Delivery Delivery Minimum Maximum Price Pricing DIFF DIFF' f: Location Mode Product Name Volume Gallon Volume Gallon Description Provision Clear Dyed per Month per Month (algal) ($Jg+ri) 1021 PT LAUDERDALE Truck %tck CALCO (Unbq+ndM) UI 4 300,000 330,000 I FL TRIM CHEVRONDALE CONV DF2 CALCO 1107 ORLANDO FL TRU Truck hack (Unbranded) ULS C 250.000 275,000 I tc1NDaR IVIOWAN (CARB) saes DF2 1022 7AMFAFLTRM CHEVRON Tntck Reck CALCO (Unbranded) ULS 150,000 165,000 1 CONV DFZ Pricing Provisions: 1. The per gallon price which Buyer shall pay Seller for PRODUCT NAME delivered to the DELIVERY LOCATION shall be established for the date of delivery using prior day pricing based on PRICE DESCRIPTION plus DIFF. The price above does not reflect applicable taxes and governmental fees, which will be added to the final invoice unless declared as exempt by the Buyer. For Platt's or OPIS spot market based pricing, ifpricing htcludes day(s) on n weekend or holiday on which the ntnrket is closed, pricing will be calculated using the prior calendar day an which the market is open, b'or OPIS Rack based pricing whereby OPIS generally posts a quote value Monday — Saturday including most holidays, Chevron will not update the OPTS rack quote value on Saturdays and the following holidays: New Year's Day (observed) Memorial Day Independence Day (observed) Labor Day Thanksgiving Day Christmas Day (observed) The quote value used for pricing based on those dates will be the quote from the prior weekday, Notice Addresses: Seller: Chevron Products Company Attu Shari Ruelas, CP Americas General Manager 1500 Louisiana Street Houston, TX 77002 Tel: (832) 854-2587 13uyer: PORT CONSOLIAATIJU INC Attn: Don Carlton 3141 BE 14111 AVENUE FT. LAUDERDALE, FL 33316 us Tet: (800) 683-5823 xt 233 Product Sales Contract (Reseller) C&1-020(3-08) 5 - REV 05/12/14 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. M-021)(3-09)Product Sales Contract (Reseller) -6- REV 05/12/14 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Ezh it:6-P•ropgsa o o nso i?�'Cfs'2t ln!7---- �' DRQ 114, e -'R."& ' / 17 :Fu(ei/Fioilu amts l:ins . .lssut?d_.Piar iant".to Chapte-1a. F.IorfdaStatufes 12/18/2Q ' <• i .. .. � 'tom: , ' •• '. :' � ;' r . :. • "CQNSQLIpATE:OIL'' ' . S PORT•GNSOG:IDATERING ..PO: S0X 350430 ; ' OR LAUDERDALE F--'33335-0430, Dear` Taxpayer; Attachied below is your duel/l?ollutants tax'licerise: issued. pf Irsitant to Chapter, 206 of the Florida Sta LA s,,•This+ authorzi�p..the:license,hol.der to engage. in the fuel/pollu#ants.ac#ivlt'y.classif dations.listed: on'i he ILcet�se Tho, license tnust-be"displayed conspicuopsly at. thb principal placeof busliness. 'The . t f :.. , , •..license Is•.gnly val d for.tfie person/bUsiirtess named arid'cannot be.tratisferred or assigned #o •another entity or; person. Whenever, the license'1s''held by :a:: corpora#ion or."bushiess: entity, there.oah' be, no change of stock; owneL^ship;: or epuity withiout prior. approvsl by the Department:.T;.f a lit�nae:;ls; only valid' ::: •throu.6h ttie expiration date listed. If.ho.'explratl fomdate is-listed;.thelicenseis valid' until notitied liy the.. ; I Wal t'tmerit. .. ....:... elm) f6lits.ee •: R.05/17 . 1ssueci`Pursuaiitt tfia ter'P08; Florid`Statutes:'. �ti�3/2fl Q: p Llceie.h{umbera,7 57.1 �cplratidn Date:12l3112U21: License Activity ' • Pollutaptrodticer.: :�1.• ;'., ufL'tber::59:1;1.73292:':.. - .. `:Wttolesbler.: .. - ••-• lm over. P, -j'i r till.'• .•l• ':�F•• R." ••t. + w"'r tit.,• t: a •'+, .•P_ ., t r\ .. fr�, .N, :l�, e.r •; •.:f.t. S•l. '}.•. ;ice ti L" ,• : 3 7 Flit<'v s :� N •+6 ,µ. `til ':}''4 •i: CC . L C •tf• r .xP.�. ^• i ..+. �t :7:`j:�•f"_11 F'f1 i•'r�i:7i .. !i"`• i , 7' {'' ex: ;i.J•:.: �;r,' `F+ Y ''p: Y. .. '-4. � ':7t \.��:. I•.i- '•I t: �µ' #• lilt.: .. Y i7it� ��g••.: +.,,-Y^��2y` ,.S �i •,�aPt3. s�:i" r...'�,�;: 1..- 7:,.. 3 ri.� � ➢' .. +.i }. �:pli t, ,1j . r a•t?�.. � � ''Ej � rG�t-�. .1 �,. .t.Js.. •f-i,rs% :i;.. .q �°; . M1 ':f �•,�J.. (.•r ;.:.� -(' :i.` '"IC .yf ..�rt:: a�. •i c+.� .'i; :,t' r }i.+ QUIDA pQR�`GQNFROL-10 T.0-h'INh - 0430��; res %.i.i;�:'.•. �' ' .'t:t..,.' ,. .�� T LAUDERDALE,FL';33335-4430 Location: ' . -►.�c�nse is rvoz transrieraate -:�x must oq I�oszea:fn a' • ''Ciinsj�l�tous Place' • , ' " This business 6a ccr61i6, with the regdired provisions of Chapfer 208, Florida Sfatutes, and la authorized to engage In fuel aotivitles under the , License adtivity'ciassiffcation listed above. If naexpiratioo dato,Is Ilsted, the license is 4alid until notlfled by the Deparhn nt of f►Avenue. DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. do!p 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 November 20, 2021 Jeff English City of Pompano Beach 1190 NE 3rd Avenue Building C Pompano Beach, FL 33060 Alternate Proposal — UNLEADED GASOLINE & DIESEL FUEL FOR SOUTHEAST FLORIDA GOVERNMENTAL COOPERATIVE GROUP — RFP E-03-22 Dear Mr. English: Please be advised. For those municipalities that wish to haul their own product, Port will deduct $0.01 per gallon from the standard delivered transport offering. Port Consolidated also has the ability to arrange for "Fixed Price" fuel contracts. These programs will allow municipalities to budget their fuel costs without having to combat day to day market volatility. Please see the attached "Fixed Price" Supply Agreement. Pricing or quotes for such programs change by the minute. We would prefer to quote accordingly if and when the need arises. Should you or the City of Pompano Beach Purchasing Division have any questions on this proposal, please feel free to contact me at any time. Sincerely, , Don Carlton President Port Consolidated Miami • Ft.Lauderdale • West Palm Beach • Ft,Plerce • Orlando • Jacksonville • Tampa www. portconsolidate d.com DocuSign Envelope ID: C327F0D0-D8DF-4343-65DB-90853D1 ED8AA Exhibit B - Proposal of Port Consolidated, Inc. Port Consolidated 3141 SE 14$x" Ave. Exhibit A Fort Lauderdale, FL 33335 Petroleum Product Sales/Purchase Agreement SUBJECT TO THE TERMS AND CONDITIONS OF 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 QUANTITIES (TO BE PULLED RATABLY THROUGHOUT THE DELIVERY PERIOD) AS SET FORTH IN THIS AGREEMENT. ACCEPTED AND AGREED TO ON Buyer: Seller: PORT CONSOLIDATED Attn: Attn: JOSEPH R. SISKA Title: Title: CFO / TREASURE Phone: Phone: 954-522-1182 x233 Fax: Fax: 954-527-1191 By: By: Print Name: Print Name: Donald Carlton, Jr. Title: Owner Title: President 1. F.O.B. Delivery Point(s) Monthly Gallons Product 2. Payment 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. Term: The Term of this Agreement shall be for a period of months, beginning on and ending on 4. Price: 5. Credit: Upon request Buyer will promptly furnish to Seller financial statements, references from banks and trade organizations and any other information requested by Seller. Buyer represents and warrants that all financial statements or similar documents provided by Buyer to Seller (previously or hereafter) (i) do or will fairly present in all material respects Buyer's financial condition as of the date of 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. [Alternative: Seller in its discretion may uire Buyer to make several deposits on demand during the Term of the Agreement to secure Buyer's performance.] Such deposits) will constitute credit against future delivery and may be applied against one or more invoices (exclusive of taxes) in Seller's discretion. Seller has the right to use any deposit(s) to setoff against any obligations of this Agreement in the event Buver defaults. becomes insolvent or files for bankrupt 6. Taxes/Fees: 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 superfund and envirorunental fees) imposed, directly or indirectly, now or hereafter on, against, in respect of, or measured by the Product(s), or any material contained in the Product(s), or related to inspection, production, manufacture, sale, use, purchase, storage, transportation, delivery, or DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853Dt ED8AA Exhibit B - Proposal of Port Consolidated, Inc. other handling of the Product(s) or material contained in the Product(s), or any feature thereof, or otherwise relating to this Agreement. The parties specifically agree that the preceding sentence shall apply regardless of any other term or condition contained herein or any other agreement between the parties. Should Buyer claim exemption from any taxes, Seller is under no obligation to verify such status and Buyer shall indemnify Seller pursuant to Paragraph l5 in the event Buyer is or was not exempt from such taxes. 7. Specification: Per Seller specifications. 8. Ouantity/Volume: Buyer shall purchase 100% of Monthly Gallons per each Delivery Point. Buyer is required to lift Product(s) ratably on a weekly basis at all Delivery Points. 9. Ratable Usage: During each calendar month of this Agreement, Buyer is required to lift each Product on a ratable basis by the week at 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 delivery point. 10. Default and Remedies: For the purposes of this Agreement, Buyer's default includes (a) the making of any false or misleading representation in this Agreement and (b) the failure to observe or comply with any provision or covenant in this Agreement. In the event of Buyer's default, Seller may seek all legal and equitable remedies, including, without limitation, all rights provided by Article 2 of the Uniform Commercial Code. Seller may also seek its attorneys' fees, costs and expenses incurred in connection with Buyer's default. In addition, in the event that any invoice is not paid when due or Buyer takes delivery in violation of Buyer's Credit Limit, Seller may at its option (i) suspend or condition further deliveries or (ii) terminate this Agreement, without notice or demand, and all unpaid balances shall be immediately due and payable, In the event Buyer fails to take delivery of any portion of any Product(s) during the Term, including non-delivery as a result of Buyer's default, Buyer agrees to pay Seller immediately Seller's lost profits on the undelivered quantity of Product(s). All amounts not paid when due shall bear interest at % per annum and shall 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 prepaid. Notice using the methods set forth in (a) or (b) shall be deemed effective if delivered between 9AM (EST) and 5PM (EST) ("Business Hours") on a day on which commercial banks are open for business ("Business Day"); any notices delivered after Business Hours or on a non -Business Day shall be deemed delivered as of 9AM (EST) on the first succeeding Business Day. Notices by first class prepaid mail shall be deemed received 5 calendar days after mailing. Refusal by a party to accept notice shall not affect its validity. 12. Allocation: Seller, in its sole discretion, may decide to allocate or limit quantities of Product(s) available for sale. In such instance, Seller shall exercise reasonable efforts to provide all of its buyers with allocations of Product(s) reflecting amounts purchased previously on a regular basis prior to allocating any Product(s) to non guaranteed quantity purchase customers and/or new customers. 13. Over Lifting: For purchases of Product(s) exceeding the amounts set forth in Section 1 above, the Buyer shall be charged in accordance with current Port Consolidated delivered prices. 14. 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 l of this Agreement. This is Seller's sole warranty. SELLER MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY PRODUCT(S) PURCHASED HEREUNDER. ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED AND SPECIFICALLY EXCLUDED. 16. LIMITATION OF LIABILITY: SELLER DISCLAIMS AND BUYER HOLDS SELLER HARMLESS FROM AND AGAINST ANY LIABILITY FOR CONSEQUENTIAL OR OTHER INCIDENTAL DAMAGES. BUYER AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FROM ANY CLAIMS OF LIABILITY ARISING FROM USE OF THE 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 interruption, claims of customers, cost of money, loss of use of capital or revenue, or for any special, incidental or consequential loss or damage. Buyer agrees to defend, indemnify and hold harmless Seller from and against any and all liability, losses, damages, costs, claims, lawsuits, judgments, settlements and expenses, including without limitation, reasonable attorneys fees, costs and expenses arising or related to this Agreement or Seller's performance under this Agreement. Buyer assumes all risk and liability for and shall indemnify and hold Seller harmless from 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. 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 2 DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit B - Proposal of Port Consolidated, Inc. risks as required by Seller, for replacement by Seller or (b) the parties shall negotiate a mutually acceptable amount to be deducted from the Agreement price, the payment of which shall operate as a full release of Seller. Buyer's failure to notify Seller of any alleged defect or failure to meet specification within 2 days 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 Product(s) shall constitute irrefutable evidence of its agreement to the terns and conditions set forth herein. 20. Responsibility to Warn and Report: Buyer assumes all responsibility for (a) warning and protecting its personnel and any third parties of all hazards to persons and property related to the Product(s) and (b) complying with all relevant reporting obligations under the Emergency Planning and Community Right to Know Act of 1986, 42 USC Sections 11001-11049 resulting from the presence of chemicals under this Agreement. 21. Applicable Law/Forum/Jury Waiver: This Agreement is governed by and shall be construed under the laws of the State of Florida without reference to conflicts of laws rules or principles. With respect to any suit, action or proceedings relating to this Agreement ("Proceedings") each Party irrevocably (a) submits to the exclusive jurisdiction of the courts of the State of Florida and the United States District Court located in Broward County; (b) waives any objection that it may have at any time to the laying of venue of any Proceedings brought in such court, (c) waives any claim that such Proceedings have been brought in an inconvenient forum and (d) further waives the right to object, with respect to such Proceedings, that such court does not have jurisdiction over such party. INSOFAR AS PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING IN CONNECTION WITH THIS AGREEMENT AND ACKNOWLEDGES THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY'S ENTERING INTO THIS AGREEMENT. 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 of any other breach, whether of the some or of a different nature. No delay or failure on either Party's part to enforce any right or claim, which it may have hereunder, shall constitute a waiver on the respective Party's part of such right or claim. All rights and remedies arising under this Agreement as amended and modified from time to time are cumulative and not exclusive of any rights or remedies which may be available at law or otherwise. 23. Assignment: Neither Party shall assign this Agreement without the consent of the other Party hereto. Any such attempt to assign this Agreement shall be null and void. Nothing herein shall confer or is intended to confer on any person or entity which is not a party to this Agreement any rights or benefits under this Agreement. 24. Amendment: This Agreement shall not be modified or amended, except by written instrument duly executed by officers or other duly authorized representatives of the respective Parties. Notwithstanding the foregoing, Buyer agrees that Seller may modify the terms of this Agreement at any time to comply with changes in applicable law. Acceptance or acquiescence in a course of performance rendered shall not be relevant to determine the meanings of these terms and conditions. Notwithstanding any provisions therein to the contrary, any terms and conditions in a Buyer's purchase order, confirmation, 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. Severability: Any provision hereof which is legally unenforceable shall be ineffective only to the extent of such unenforecability without thereby invalidating 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 Majeure: In no event shall the Seller be held liable (a) for indirect, consequential, punitive, or multiple damages or (b) for any loss of any 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 28. Insurance: Buyer shall carry and maintain comprehensive general public liability insurance, including contractual liability, bodily injury and property damage, workmen's compensation, and employer's liability insurance throughout the Term of the Agreement and any extension of this Agreement. 29. Recording: Each party may, in its commercially reasonable discretion, record, on tape or otherwise, any telephone conversation between the parties and involving their respective officers, agents and employees, and each party hereby agrees and consents thereto. 30. Time is of the Essence: Time is of the Essence in this Agreement. Failure to meet a deadline shall be a breach. 31. 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 duly taken. DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA From: Don Carlton To: Antonio Pucci Cc: Jeffrey Enalish Subject: FW: Best and Final - RFP E-03-22 Date: Friday, January 7, 2022 3:31:55 PM Attachments: fllsharDmxm450n(a)oortcons.com 20220107 153217.odf EXTERNAL Email: Do not reply, click links, or open attachments unless you recognize the sender's EMAIL ADDRESS as legitimate and know the contents are safe. Antonio, Per your request. Please see attached. Thanks, Don -----Original Message ----- From: fllsharpmxm450n@portcons.com[mailto:fllsharpmxm450n(�ortcons.com] Sent: Friday, January 7, 2022 3:32 PM To: Don Carlton <dcarlton@portconsolidated.com> Subject: Scanned image from MX -M3570 Reply to: fllsharpmxm450n@portcons.com <fllsharpmxm450n@portcons.com> Device Name: Not Set Device Model: MX -M3570 Location: Not Set File Format: PDF (Medium) Resolution: 200dpi x 200dpi Attached file is scanned image in PDF format. Use Acrobat(R)Reader(R) or Adobe(R)Reader(R) of Adobe Systems Incorporated to view the document. Adobe(R)Reader(R) can be downloaded from the following URL: Adobe, the Adobe logo, Acrobat, the Adobe PDF logo, and Reader are registered trademarks or trademarks of Adobe Systems Incorporated in the United States and other countries. DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA CM C� lftsd 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 7, 2022 Jeff English City of Pompano Beach 1190 NE 3`d Avenue Building C Pompano Beach, FL 33060 Re: RFP E-03-22, Unleaded Gasoline and Diesel Fuel for SE Florida Co-op Group Dear Mr. English: Port Consolidated is pleased to offer the Co-op our Best and Final Offer. m Item No. 1 Transport Regular Unleaded 87 Octane $ +.036 per gallon ® Item No. 1 Tankwagon Regular Unleaded 87 Octane $ +.186 per gallon ® Item No. 2 Transport Diesel Fuel #2 Ultra Low Sulfur $ +.036 per gallon Item No. 2 Tankwagon Diesel Fuel #2 Ultra Low Sulfur $ +.186 per gallon Should you have any questions or comments on this proposal, please feel free to contact me at any time. Since 6f 4 f DQn ar on President Port Consolidated Miami - Ft.Lauderdale • West Palm Beach - Ft.Pierce - Orlando - Jacksonville • Tampa www.portconsolidated.com DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit C - Rate Schedule Item No. Description Transport Delivery Tankwagon Delivery Differential Differential 1 Unleaded Gasoline 0.036 0.186 2 Diesel Fuel 0.036 0.186 Other products available for purchase Per Gallon Delivered Item No. Description Cost 1 Bulb Diesel Fuel $3.50 Exhaust Fluid (DEF) DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA PORTCON-03 JANNERJ ACORO, CERTIFICATE OF LIABILITY INSURANCE DAT 11121 211202222 /2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OE67768 Insurance Office of America 500 W. Cypress Creek Road Suite 320 CONTACT James Janner NAME: PHONE FAX (A/C, No, Ext): (954) 334-2395 23915 (A/C No):(954) 318-1383 E-MAIL James.Janner@ioausa.com Fort Lauderdale, FL 33309 INSURERS AFFORDING COVERAGE NAIC # INSURER A: Old Republic Insurance Company 24147 INSURED INSURER B: AXIS Surplus Insurance Company 26620 INSURER C: Port Consolidated, Inc. INSURER D : P O Box 350430 Fort Lauderdale, FL 33335 INSURER E INSURER F: 2/1/2022 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL NSD SUBR WVD POLICY NUMBER POLICY EFF MM DD POLICY EXP M DD LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR X MWZY31183022 2/1/2022 2/1/2023 DAMAGE TO RENTED 500,000 PREMISES Ea occurrence $ MED EXP (Any oneperson) $ 5,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY E PRO- [X] LOC PRODUCTS $ 2,000,JECT 000 $ OTHER: A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ BODILY INJURY Per person)$ X ANY AUTO MWTB31183122 2/1/2022 2/1/2023 OWNED SCHEDULED IX AUTOS ONLY AUTOS BODILY INJURY Per accident $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY Ix CA9948 MCS -90 B UMBRELLA LIARX OCCUR EACH OCCURRENCE $ 2,000,000 X EXCESS LIAB CLAIMS -MADE P00100080337101 2/1/2022 2/1/2023 AGGREGATE $ 2,000,000 DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICERIMEM ER EXCLUDEPROPRIETORIPARTNERIEXD?ECUTIVE (Mandatory in NH) N / A MWC31182922 2/1/2022 2/1/2023 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Thirty days notice of cancellation, except ten days notice in the event of non-payment of premium. CERTIFICATE HOLDER IS ADDITIONAL INSURED AS RESPECTS TO GENERAL LIABILITY WHEN REQUIRED BY CONTRACT OR AGREEMENT SUBJECT TO THE POLICY TERMS, CONDITIONS AND EXCLUSIONS. APPROVED By Danielle Thorpe at 110 00 am, Jan 24,2022 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Pompano Beach, FL Attn: Risk Manager 100 West Atlantic Boulevard ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment "B" Rate Schedule Port Consolidated, Inc. Rate Schedule Other products available for purchase Transport Delivery Tankwagon Delivery Item No. Description Description Differential Differential 1 Unleaded Gasoline 0.036 0.186 2 Diesel Fuel 0.036 0.186 Other products available for purchase Per Gallon Delivered Item No. Description Cost Bulk Diesel Fuel 1 Exhaust Fluid (DEF) $3.50 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment "C" Scrutinized Company Affidavit Port Consolidated, Inc. o�SUNNY iy�FSe v ` . n y = CONTRACTOR ANTI -BOYCOTT CERTIFICATION SOP tB DD) R �iF ' Flo n�04�P Y OF SUN (PURSUANT TO FLORIDA STATUTE § 287.1351 I, , on behalf of , Print Name Company Name certifies that Company Name 1. Participate in a boycott of Israel; and does not: 2. Is not on the Scrutinized Companies that Boycott Israel list; and 3. Is not on the Scrutinized Companies with Activities in Sudan List; and 4. Is not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; and 5. Has not engaged in business operations in Cuba or Syria. Signature Title Date City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment "D" E -Verify Affidavit Port Consolidated, Inc. Florida Statute 448.095 directs all public employers, including municipal governments, to verify the employment eligibility of all new public employees through the U.S. Department of Homeland Security's E - Verify System, and further provides that a public employer may not enter into a contract unless each party to the contract registers with and uses the E -Verify system. Florida Statute 448.095 further provides that if a contractor enters into a contract with a subcontractor, the subcontractor must provide the contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, all contractors doing business with the City of Sunny Isles Beach are required to verify employee eligibility using the E -Verify system for all existing and new employees hired by the contractor during the contract term. Further, the contractor must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of the awarded vendor to ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website (https://www.a-verify.gov/emplovers/enrolling-in-e-verify) and follow the instructions. The contractor must, as usual, retain the 1-9 Forms for inspection. By affixing your signature below you hereby affirm that you will comply with E -Verify requirements. Company Name Offeror Signature Print Name Federal Employer Identification Number (FEIN) Date Title Sworn to and subscribed before me on this this day of 2022. By ❑ Is personally known to me ❑ Has produced identification (type of identification produced: Signature of Notary Public Print or Stamp of Notary Public Expiration Date CfT * OF S WA *�C City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax MEMORANDUM TO: Honorable Mayor and City Commissioners VIA: Stan Morris, City Manager FROM: Sylvia Flores, Director of Cultural & Community Services DATE: March 15, 2022 RE: Agreement with Port Consolidated for Diesel Fuel RECOMMENDATION: Staff recommends approval of this Resolution. REASONS: The City utilizes diesel fuel for the City shuttle buses, as well as for some public works vehicles and equipment (including generators). We have a pump station on City property, at City Hall, and in order to ensure efficient operations, have contracted with vendors to deliver fuel directly to our pump station. Port Consolidated, Inc. was awarded a contract through RFP E-03-22 for the City of Pompano Beach We can therefore piggyback this contract, for a term of 5 years, which will ensure we are receiving a competitive rate. ADDITIONAL INFORMATION: The term of this contract will be for five (5) years, with a not -to -exceed amount of two hundred seventy five thousand dollars ($275,000) or fifty-five thousand dollars ($55,000) per year. FUNDING SOURCE: Funding is budgeted for and available in 110-6-5440-452044-00000. ATTACHMENTS: Resolution Agreement Item Number: 10.13 168