Linking Agreement

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
WESTERN STATES PETROLEUM, INC.

THIS LINKING AGREEMENT (this “Agreement”) is entered into as of this day of

, 2021, between the City of Glendale, an Arizona municipal corporation (the “City”), and

Western States Petroleum, Inc., a(n) Arizona corporation authorized to do business in Arizona
(“Contractor”), collectively, the “Parties.”

RECITALS

On August 24, 2021, under the S.A.V.E Cooperative Purchasing Agreement, the City of Mesa
entered into a contract with Contractor to purchase the goods and services described in the
Gasoline and Diesel Fuel Contract No. 2021165 (“Cooperative Purchasing Agreement”),
which is attached hereto as Exhibit A. The Cooperative Purchasing Agreement permits its
cooperative use by other governmental agencies including the City.

Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods
and services by participating with other governmental units in cooperative purchasing
agreements when the best interests of the City would be served.

Section 2-149 also provides that the Materials Manager may enter into such cooperative
agreements without meeting the formal or informal solicitation and bid requirements of
Glendale City Code Sections 2-145 and 2-146.

The City desires to contract with Contractor for supplies or services identical, or neatly
identical, to the supplies or services Contractor is providing other units of government under
the Cooperative Purchasing Agreement. Contractor consents to the City’s utilization of the
Cooperative Purchasing Agreement as the basis of this Agreement, and Contractor desires to
enter into this Agreement to provide the supplies and services set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference,
and the covenants and promises contained in this Linking Agreement, the parties agree as follows:

1.

Term of Agreement. The City is purchasing supplies and/or services from Contractor
pursuant to the Cooperative Purchasing Agreement. According to the Cooperative
Purchasing Agreement, purchases can be made by governmental entities from the date of
award, which is October 1, 2021, until the date the contract expires on September 30, 2024
unless the term of the Cooperative Purchasing Agreement is extended by the mutual
agreement of the original contracting patties. The Cooperative Purchasing Agreement,
however, may not be extended beyond September 30, 2026. The initial period of this
Agteement, therefore, October 1, 2021 until September 30, 2024. The City may renew the
term of this Agreement for a maximum of two (2) years until the Cooperative Purchasing

1/2/2020

Agreement expires on September 30, 2026. A Glendale renewal is not automatic and shall only
occur if the City gives the Contractor notice of its intent to renew. The City may give the
Contractor notice of its intent to renew this Agreement 30 days prior to the anniversary of the
Effective Date to effectuate such renewal.

Scope of Work; Terms, Conditions, and Specifications.

A. Contractor shall provide City the supplies and/or services identified in the Scope of
Work attached as Exhibit B.

B. Conttactor agrees to comply with all the terms, conditions and specifications of the

Cooperative Purchasing Agreement. Such terms, conditions and specifications are
specifically incorporated into and are an enforceable part of this Agreement.

Compensation.

A. City shall pay Contractor compensation at the same rate and on the same schedule as
provided in the Cooperative Purchasing Agreement, which is attached heteto as
Exhibit C.

B. The total purchase price for the supplies and/or services purchased under this

Agteement shall not exceed seventeen million five hundred thousand dollars
($17,500,000) for the entire term of the Agreement (initial term plus any renewals).

Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.

Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity ot expression, genetic characteristics, familial status, U.S. military
veteran status or any disability. Contractor will require any Sub-contractor to be bound to the
same tequitements as stated within this section. Contractor, and on behalf of any
subcontractors, warrants compliance with this section.

Insurance Certificate. A certificate of insurance applying to this Agreement must be provided
to the City prior to the Effective Date.

E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the
tequirements of A.R.S. § 41-4401.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 ate applicable, the
parties hereby certify that they are not currently engaged in, and agree for the duration of the
Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined
in A.R.S § 35-393.

Attestation of PCI Compliance. When applicable, the Contractor will provide the City

annually with a Payment Card Industry Data Security Standard (PCI DSS) attestation of
compliance certificate signed by an officer of Contractor with oversight responsibility.

4/29/2021

10. Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’
respective authorized representatives at the address listed below:

City of Glendale

c/o Craig Croner, Fleet Management Superintendent

6210 W. Myrtle Avenue, #111
Glendale, AZ 85301

And

Western States Petroleum, Inc.
c/o Otis Dancy, Director of Sales
405 S. 15th Avenue

Phoenix, AZ 85007

IN WITNESS WHEREOF, the parties hereto have executed this Agrecment as of the date and yeat

set forth above.
“City”
City of Glendale, an Arizona

municipal corporation

By:

Kevin R. Phelps
City Manager

ATTEST:

Julie K. Bower (SEAL)
City Cletk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

“Contractor”

Western States Petroleum, Inc.,
an Arizona corporation

By: “Tsk [ow

Name! TT" Suave TON Goan
Title:

Rana dunt - Coo

4/29/2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND

WESTERN STATES PETROLEUM, INC.

EXHIBIT A
CITY OF MESA CONTRACT NO. 2021165
GASOLINE AND DIESEL FUEL

4/29/2021

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
WESTERN STATES PETROLEUM, INC.

EXHIBIT B
Scope of Work

PROJECT

For the purchase of gasoline and diesel fuel for City of Glendale on an as-needed basis.

4/29/2021

mae.
mesa-az

AGREEMENT PURSUANT TO SOLICITATION

CITY OF MESA AGREEMENT 2021165
GASOLINE AND DIESEL FUEL

CITY OF MESA, Arizona (“City”)

Department Name _| City of Mesa — Purchasing Division
Mailing Address P.O. Box 1466
a _. Mesa, AZ 85211-1466
Delivery Address 20 East Main St, Suite 450
. Mesa, AZ 85201
Attention Evan Karl, NIGP-CPP, CPPB
| . Procurement Officer |
| E-Mail . Evan.Karl@MesaAZ.gov
[ Telephone | (480) 644-2356

With a copy to: City of Mesa — Fleet Services
Attn: Maria Hung
Fleet Support Services Administrator
P.O. Box 1466
Mesa, AZ 85211-1466

Maria. Hung@MesaAZ.gov

Phoenix, AZ 85007

Remit to Address

Attention Charles Yerkes

a Sales Manager

E-Mail Charles@WesternStatesPetroleum.com
Telephone (602) 252-4011,

Facsimile (602) 340-9621

Page 1 of 28

CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION

This agreement pursuant to Solicitation (“Agreement’) is entered into this 24" day of August 2021, by and
between the City of Mesa, Arizona, an Arizona municipal corporation (“City”), and Western States
Petroleum, a(n) Arizona corporation (“Contractor”). The City and Contractor are each a “Party” to the
Agreement or together are “Parties” to the Agreement.

RECITALS

A. The City issued Solicitation number 2021165 (“Solicitation”) for Gasoline and Diesel Fuel, to which
Contractor provided a response (“Response”); and

B. The City Selected Contractor's Response as being in the best interest of the City and wishes to
engage Contractor in providing the services/materials described in the Solicitation and Response.

In consideration of the reciprocal promises contained in the Agreement, and for other valuable and good
consideration, which the Parties acknowledge the receipt and sufficiency of, the Parties agree to the
following Terms & Conditions.

TERMS & CONDITIONS
1. Term. This Agreement is for a term beginning on October 1, 2021 and ending on September 30,

2024. The use of the word “Term” in the Agreement includes the aforementioned period as well as
any applicable extensions or renewals in accordance with this Section 1.

1.1 Renewals. On the mutual written agreement of the Parties, the Term may be renewed up
to a maximum of two (2) years. Any renewal(s) will be a continuation of the same terms
and conditions as in effect immediately prior to the expiration of the then-current term.

1.2 Extension for Procurement Processes. Upon the expiration of the Term of this
Agreement, including any renewals permitted herein, at the City’s sole discretion this
Agreement may be extended on a month-to-month basis for a maximum of six (6) months
to allow for the City’s procurement processes in the selection of a vendor to provide the
services/materials provided under this Agreement. The City will notify the Contractor in
writing of its intent to extend the Agreement at least thirty (30) calendar days prior to the
expiration of the Term. Any extension under this Subsection 1.2 will be a continuation of
the same terms and conditions as in effect immediately prior to the expiration of the then-
current term.

1.3 Delivery. Delivery shall be made to the location(s) contained in the Scope of Work within
one (1) day after receipt of an order.

2. Scope of Work. The Contractor will provide the necessary staff, services and associated
resources to provide the City with the services, materials, and obligations attached to this
Agreement as Exhibit A (“Scope of Work”) Contractor will be responsible for all costs and expenses
incurred by Contractor that are incident to the performance of the Scope of Work unless otherwise
stated in Exhibit A. Contractor will supply all equipment and instrumentalities necessary to perform
the Scope of Work. If set forth in Exhibit A, the City will provide Contractor's personnel with
adequate workspace and such other related facilities as may be required by Contractor to carry out
the Scope of Work.

The Agreement is based on the Solicitation and Response which are hereby incorporated by
reference into the Agreement as if written out and included herein. In addition to the requirements
specifically set forth in the Scope of Work, the Parties acknowledge and agree that the Contractor
shall perform in accordance with all terms, conditions, specifications and other requirements set
forth within the Solicitation and Response unless modified herein.

Page 2 of 28

Orders. Orders be placed with the Contractor by either a: (i) Purchase Order when for a one-time
purchase; (ii) Notice to Proceed, or (iii) Delivery Order off of a Master Agreement for Requirement
Contract where multiple as-needed orders will be placed with the Contractor. The City may use
the Internet to communicate with Contractor and to place orders as permitted under this Agreement

Document Order of Precedence. In the event of any inconsistency between the terms of the
body of the Agreement, the Exhibits, the Solicitation, and Response, the language of the
documents will control in the following order.

a. Agreement

b. Exhibits
1. Mesa Standard Terms & Conditions
2. Scope of Work
3. Other Exhibits not listed above

c. Solicitation including any addenda

d. Contractor Response

Payment.

5.1

5.2

5.3

5.4

General. Subject to the provisions of the Agreement, the City will pay Contractor the
sum(s) described in Exhibit B (“Pricing”) in consideration of Contractor's performance of
the Scope of Work during the Term.

Prices. The price shall be firm for the Term and all extensions or renewals of the Term
except where otherwise provided in this Agreement and include all costs of the Contractor
providing the materials/service including transportation, insurance, and warranty costs. No
fuel surcharges will be accepted or allowed in this Agreement. The City shall not be
invoiced at prices higher than those stated in the Agreement.

No price modifications will be accepted without proper request by the Contractor and
response by the City’s Purchasing Division.

Renewal and Extension Pricing. Any extension of the Agreement will be at the same
pricing as the initial Term. If the Agreement is renewed in accordance with Section 6,
percentages may not be adjusted for amounts other than inflation that represent actual
costs to the Contractor based on the mutual agreement of the parties. The Contractor may
submit a request for a price adjustment along with appropriate supporting documentation
demonstrating the cost to the Contractor. Renewal prices shall be firm for the term of the
renewal period and may be adjusted thereafter as outlined in the previous section. There
is no guarantee the City will accept a price adjustment.

Invoices. Payment will be made to Contractor following the City’s receipt of a properly
completed invoice. No terms set forth in any invoice, purchase order or similar document
issued by Contractor will be deemed accepted by the City; the terms of the contractual
relationship between the Parties are as set forth in this Agreement. Any issues regarding
billing or invoicing must be directed to the City Department/Division requesting the service
or material from the Contractor. A properly completed invoice should contain, at a
minimum, all of the following:

Contractor name, address, and contact information;

City billing information;

City contract number as listed on the first page of the Agreement;
Invoice number and date;

Payment terms;

Date of service or delivery;

-“pao0m

Page 3 of 28

5.5

5.6

g. Description of materials or services provided;

h. If materials provided, the quantity delivered and pricing of each unit;
i. Applicable Taxes; and

j. Total amount due.

Payment of Funds. Contractor acknowledges the City may, at its option and where
available use a Credit Card/Procurement Card to make payment for orders under the
Agreement with no additional charge/fee. Otherwise, payment will be through a traditional
method of a check.

Disallowed Costs, Overpayment. If at any time the City determines that a cost for which
payment was made to Contractor is a disallowed cost, such as an overpayment or a charge
for materials/service not in accordance with the Agreement, the City will notify Contractor
in writing of the disallowance; such notice will state the means of correction which may be,
but is not limited to, adjustment of any future claim/invoice submitted by Contractor in the
amount of the disallowance, or to require repayment of the disallowed amount by
Contractor. Contractor will be provided with the opportunity to respond to the notice.

Insurance.

6.1

6.2

6.3

6.4

6.5

6.6

6.7

Contractor must obtain and maintain at its expense throughout the term of Contractor's
agreement, at a minimum, the types and amounts of insurance set forth in this Section 6
from insurance companies authorized to do business in the State of Arizona; the insurance
must cover the materials/service to be provided by Contractor under the Agreement. For
any insurance required under the Agreement, Contractor will name the City of Mesa, its
agents, representatives, officials, volunteers, officers, elected officials, and employees as
additional insured, as evidenced by providing either an additional insured endorsement or
proper insurance policy excerpts.

Nothing in this Section 6 limits Contractor's responsibility to the City. The insurance
requirements herein are minimum requirements for the Agreement and in no way limit any
indemnity promise(s) contained in the Agreement.

The City does not warrant the minimum limits contained herein are sufficient to protect
Contractor and subcontractor(s) from liabilities that might arise out of performance under
the Agreement by Contractor, its agents, representatives, employees, or subcontractor(s).
Contractor is encouraged to purchase additional insurance as Contractor determines may
be necessary.

Each insurance policy required under the Agreement must be in effect at or prior to the
execution of the Agreement and remain in effect for the term of the Agreement.

Prior to the execution of the Agreement, Contractor will provide the City with a Certificate
of Insurance (using an appropriate “ACORD” or equivalent certificate) signed by the issuer
with applicable endorsements. The City reserves the right to request additional copies of
any or all of the policies, endorsements, or notices relating thereto required under the
Agreement.

When the City requires a Certificate of Insurance to be furnished, Contractor's insurance
is primary of all other sources available. When the City is a certificate holder and/or an
additional insured, Contractor agrees no policy will expire, be canceled, or be materially
changed to affect the coverage available without advance written notice to the City.

The policies required by the Agreement must contain a waiver of transfer rights of recovery
(waiver of subrogation) against the City, its agents, representatives, officials, volunteers,

Page 4 of 28

officers, elected officials, and employees for any claims arising out of the work of
Contractor.

6.8  Allinsurance certificates and applicable endorsements are subject to review and approval
by the City's Risk Management Division.

6.9 Types and Amounts of Insurance. Contractor must obtain and retain throughout the
term of the Agreement, at a minimum, the following:

6.9.1. Worker's compensation insurance in accordance with the provisions of Arizona
law. If Contractor operates with no employees, Contractor must provide the City
with written proof Contractor has no employees. If employees are hired during
the course of this Agreement, Contractor must procure worker's compensations
in accordance with Arizona law.

6.9.2 The Contractor shall maintain at all times during the term of this contract, a
minimum amount of $3 million per occurrence/$5 million aggregate Commercial
General Liability insurance, including Contractual Liability. For General Liability
insurance, the City of Mesa, their agents, officials, volunteers, officers, elected
officials or employees shall be named as additional insured, as evidenced by
providing an additional insured endorsement.

6.9.3. The Contractor shall maintain Environmental Pollution Liability insurance with
the same limits as required for the Commercial General Liability.

6.9.4 Automobile liability, bodily injury and property damage with a limit of $1 million
per occurrence including owned, hired and non-owned autos.

Requirements Contract. Contractor acknowledges and agrees the Agreement is a requirements
contract; the Agreement does not guarantee any purchases will be made (minimum or maximum).
Orders will only be placed when the City identifies a need and issues a purchase order or a written
notice to proceed. The City reserves the right to cancel purchase orders or a notice to proceed
within a reasonable period of time of issuance; any such cancellation will be in writing. Should a
purchase order or notice to proceed be canceled, the City agrees to reimburse Contractor for any
actual and documented costs incurred by Contractor. The City will not reimburse Contractor for
any avoidable costs incurred after receipt of cancellation including, but not limited to, lost profits,
shipment of product, or performance of services.

Notices. All notices to be given pursuant to the Agreement will be delivered to the Contractor as
listed on Page 1 of this Agreement. Notice will be delivered pursuant to the requirements set forth
the Mesa Standard Terms and Conditions that is attached to the Agreement as Exhibit C.
Representations of Contractor. To the best of Contractor's knowledge, Contractor agrees that:

a. Contractor has no obligations, legal or otherwise, inconsistent with the terms of the Agreement
or with Contractor’s undertaking of the relationship with the City;

b. Performance of the services called for by the Agreement do not and will not violate any
applicable law, rule, regulation, or any proprietary or other right of any third party;

c. Contractor will not use in the performance of Contractor's responsibilities under the Agreement
any proprietary information or trade secret of a former employer of its employees (other than
City, if applicable); and

d. Contractor has not entered into and will not enter into any agreement, whether oral or written,
in conflict with the Agreement.

Page 5 of 28

10.

11.

12.

13.

14.

15.

Mesa Standard Terms and Conditions. Exhibit C to the Agreement is the Mesa Standard Terms
and Conditions as modified by the Parties, which are incorporated by reference into the Agreement
as though fully set forth herein. In the event of any inconsistency between the terms of the
Agreement and the Mesa Standard Terms and Conditions, the language of the Agreement will
control. The Parties or a Party are referred to as a “party” or “parties” in the Mesa Standard Terms
and Conditions. The Term is referred to as the “term” in the Mesa Standard Terms and Conditions.

Counterparts and Facsimile or Electronic Signatures. This Agreement may be executed in two
(2) or more counterparts, each of which will be deemed an original and all of which, taken together,

will constitute one agreement. A facsimile or other electronically delivered signature to the
Agreement will be deemed an original and binding upon the Party against whom enforcement is
sought.

Incorporation of Recitals and Exhibits. All Recitals and Exhibits to the Agreement are hereby
incorporated by reference into the Agreement as if written out and included herein. In the event of
any inconsistency between the terms of the body of the Agreement and the Exhibits, the language
of the Agreement will control.

Exhibits to this Agreement are the following:

(A) Scope of Work

(B) Pricing

(C) Mesa Standard Terms and Conditions

(D) Auction Procedures and Bidder Terms and Conditions

oooo

Attorneys’ Fees. The prevailing Party in any litigation arising out of the Agreement will be entitled
to the recovery of its reasonable attorney's fees, court costs, and other litigation related costs and
fees from the other Party.

Additional Acts. The Parties agree to execute promptly such other documents and to perform
such other acts as may be reasonably necessary to carry out the purpose and intent of the
Agreement.

Headings. The headings of the Agreement are for reference only and will not limit or define the
meaning of any provision of the Agreement.

Page 6 of 28

RESPONDENT CERTIFICATION

By submitting the Response and signing this Certification, the Respondent understands and
Certifies to all of the following:

a)
b)

¢)

q)

e)

9)

h)

))

The information provided in Respondent's Response it true and accurate to the best of
Respondent's knowledge.
oa 's under no legal prohibition that would prevent Respondent from contracting with the
ity of Mesa.
Respondent has read and understands the Solicitation packet a8 a whole (including attachments,
exhibits, and referenced documents) and: (i) can attest that Respondent is in compliance with the
requirements of the Solicitation packet, and (i) is capable of fully carrying out the requirements of
the Solicitation as set forth in Respondent's Response.
To Respondent's knowledge, Respondent and Respondent's employees have no known,
undisclosed conflicts of interest as defined by applicable taw or City of Mesa Procurement Rules.
\f Respondent or Respondent employees have a known conflict of interest, Respondent has
disclosed the conflict in its Response,
Respondent did not engage in any snti-competilive practices related to its Response or the
Solicitation, The prices offered by Respondent were independently developed without consultation
or collusion with any other Respondents or potential Respondents.
No gifts, payments or other consideration were made to any City employee, officer, elected official,
agent, or consultant who has or may have a role in the procurement process for the
Respondent grants the City of Mesa permission to copy all parts of its Response including, without
limitation, any documents and materials copyrighted by Respondent: (i) for the City’s use in
evaluating the Response; and (ji) to be disclosed In response to a public records request under
Arizona's public records law (A.R.S. § 39-121 et. seq.) or other applicable law, subpoena, or other
judicial process provided such disclosure is in accordance with City of Mesa Procurement Rule
6.13.
if a contract is awarded to Respondent es a result of the Response submitted to the Solicitation
Respondent will:
i. Provide the materials or services specified in the Response in compliance with all
applicable federal, state, and local statutes, rules and policies;
ii, Honor at! elements of the Response submitted by Respondent to the City including, but not
limited to, the price and the materiais/services to be provided: and
ii, Enter into an agreement with the City based on the tems and conditions of the Solicitation
and the Response, subject to any negotiated exceptions and terms.
Respondent is current in ali obligations due to the City including any amounts owed the City and
any licenses/permits required for the general lawful conduct of business. Respondent shall acquire
all licenses/permits necessary to lawlully conduct business specific to the Solicitation prior to tha
‘execution of @ contract with the City pertaining to the Solicitation.
The signatory of this Certification is an officer or duly authorized agent of Respondent with full
power and authority to submit binding offers for the goods/services specified herein. Respondent
intends by the submission of this Certification to be bound by the terms of the Certification,
Solicitation, and Response, subject to any negotiated terms/exceptions.

ACCEPTED AND AGREED TO BY RESPONDENT:

Title: Sales Manager

Date: May 24, 2021

V7H12020 Required Response Forms ~ Page 5 of 5 2021165

Page 7 of 28

City Acceptance of Offer
The below document will be executed when Agreement is finalized and awarded.

ACCEPTANCE OF OFFER:

The offer is hereby accepted. The Contractor is now bound to sell the materials or services specified in the
Contract, including all terms and conditions, specifications, addenda, etc. This contract shall henceforth be
referred to as Contract Number 2021165.

Digitally signed by Edward

Quedens
DN: cn=Edward Quedens, o=Ctiy

Awarded this of Mesa, Arizona, ou=Business | 2024.
hbo — email=ed.quedens@mesaaz.gov,
caus

Date: 2021.08,30 15:26:21 -07'00°
Adobe Acrobat version:
2021.005.20060

Edward Quedens, CPPO, C.P.M.
As Business Services Director

REVIEWED BY:

By: Crew
Evan Karl, NIGP-CPP, CPPB
Procurement Officer I

Page 8 of 28

EXHIBIT A
SCOPE OF WORK

INVENTORY LEVELS: The Contractor's inventory level shall be sufficient to provide daily support
of each agency. Failure to supply item(s) within forty-eight (48) hours of order placement may
result in ordering from an alternate supplier. Repeated incidents of late delivery shall be grounds
for termination of the contract.

HAZARD COMMUNICATION REQUIREMENTS: Contractor agrees to provide Material Safety
Data Sheets (MSDS) for all substances that come under the Federal Toxic and Hazardous
Substance - Hazard Communication Standard, (reference - Occupational Safety and Health
Standard, Subpart -2- Toxic and Hazardous Substances - Hazardous Communication Standard.
Section 1910 - 1200 Hazard Communication). MSDS copies will be provided separately and
simultaneously to each City, Town and School Districts listed below.

OPIS INDEX PRICING: Contractor will be required to provide a fee (markup/discount) to be
charged or deducted per gallon from the OPIS index price published every Monday. Bid prices
shall be in cents per gallon to four decimal points and shall be based upon the “Oil Price information
Service (OPIS)” index for Arizona. Contractor will insert the amount of markup or discount upon
which their price is calculated against the OPIS index. Pricing during the contract will be based on
the OPIS average rack price as determined each Monday and will be in effect for the week following
publication as outlined in the OPIS index. Contractor shall e-mail a copy of the weekly OPIS index
to each agencies and school's Fleet Services or the school’s District Vehicle Maintenance office.

EXCISE TAX REBATES & ON ROAD AND OFF ROAD TAXES: Barring future prohibitive
legislation, the successful Contractor agrees to sell all gasoline and diesel fuel to the Agencies
FREE OF FEDERAL EXCISE TAX. The Cities and agencies are F.E.T. exempt, and the Contractor
agrees to accept responsibility for filing for tax credits or refunds in accordance with IRS Notice

88-13 (February 8, 1988) and the Budget Reconciliation Act of 1987. The City and other

participating agencies will furnish exemption certificates upon request.

SPLIT DELIVERY AND TOP-OFF LOAD REQUIREMENTS: The City and the named agencies
currently request that some deliveries be split between multiple locations. It is highly preferable
that these services continue to be available. Split deliveries to multiple locations are not to be
combined for the purpose of receiving a lower per gallon rate. The Arizona Department of
Weight and Measures requires an annual vapor recovery test be performed on all qualifying tanks.
For annual vapor recovery testing, vendors must charge the full tank-load (5,000 gallons or
more) discount rate for top-off and split fuel deliveries. \n order to comply with this directive,
top-off loads will be requested as necessary. The Contractor shall indicate whether split deliveries
and top-off loads are offered in the space provided on the bid form and specify the charges, if any,
for such services.

SPILLAGE: The Contractor will be responsible for the clean-up of any contamination or spillage
resulting from delivery and unloading. A clear notation of all spills must be made on all delivery
tickets and the order desk must be notified immediately after the spill occurs.

VIOLATIONS: In the event that the City receives any fine or penalty from a regulatory agency for
environmental violations that occur as a result of the actions of the Contractor, the Contractor shall
reimburse the City for the cost of any such fines or penalties including administrative costs,
environmental remediation actions, and costs associated with site restoration.

REGULATORY COMPLIANCE HISTORY: Provide a detailed description of all enforcement
violations/actions that have occurred from environmental regulatory agencies as a result of
transferring product to stationary tanks during the last three (3) years. Failure to report any such
violations or enforcement actions may resuit in disqualification.

DELIVERY TICKETS: All drivers shall present at time of delivery a Fuel Delivery Ticket that
delineates the Contractor’s name and address, site information, tank numbers (if applicable), fuel
personal contact cell number, brand and grade of fuel. An additional notation of the spill bucket
being clean and dry when the driver leaves the drop site must all be made on the delivery ticket.

Page 9 of 28

10.

11.

12.

13.

Also, the driver must notify fuel personal when leaving the rack to accept loads. The buyer shall
only authorize payment for the actual quantity of fuel delivered to each site.

PRESSURE DECAL: No fuel truck or tanker is allowed on site if current Pressure Decal has
expired.

DELIVERY METHOD: Tank Wagon deliveries for gasoline and diesel shall be for a maximum of
4,999 gallons. Truck and Trailer deliveries for gasoline and diesel shall be for a minimum of 5,000
gallons. On the B15 or B20 mixtures, City of Mesa’s required method is racked mixed and not
mixed in City owned tanks.

INSPECTIONS: The Contractor shall verify the volume of the contents of the tank(s) receiving a
delivery by sticking the tank and performing volumetric calculations to ensure the tank has an
adequate volume to receive the load without causing a spill or overfill before transferring the
contents of load into the tank. The Contractor shall ensure that spill buckets or receptacles are free
of water, product, and debris before transferring any fuel into the associated tank and after any
such transfer has been completed. Additionally, the Contractor shall conduct all inspections of
Stage | vapor recovery system components installed on both the delivery vehicle and the tank
receiving the delivery as provided in Maricopa County Rule 353 (STORAGE AND LOADING OF
GASOLINE AT A GASOLINE DISPENSING FACILITY).

INVOICING INSTRUCTIONS:

City of Mesa

The City will pay the Contractor within ten (10) days of product acceptance, providing a properly
documented delivery ticket and a certified invoice, in duplicate, is furnished to:

City of Mesa

Fleet Services

310 E. 6th Street

P. O. BOX 1466
Mesa, AZ 85211 1466

Maria. Hung@MesaAZ.gov

Mesa Public Schools

The District will pay the Contractor within ten (10) days of product acceptance, providing a properly
documented delivery ticket and a certified invoice, in duplicate, is furnished to:

Mesa Unified School District No. 4

Accounts Payable

63 E. Main Street #101

Mesa, AZ 85201-7422

Vehicle Maintenance: jgestal@mpsaz.org and whfrizell@mpsaz.org
Accounts Payable: Ikknox@mpsaz.org

Town of Gilbert

The Town will pay the Contractor within twenty (20) days of product acceptance, providing a
properly documented delivery ticket and a certified invoice, in duplicate, is furnished to:

Attn: NASC - North Area Service Center
900 E. Juniper Avenue
Gilbert, AZ 85296

Attn: SASC - South Area Service Center
4760 S. Greenfield Road
Gilbert, AZ 85296

Attn.: Jeff Stein (all Fire Stations)
85 E. Civic Center Drive
Gilbert, AZ 85296

Page 10 of 28

14,

15.

The City will pay the Contractor within twenty (20) days of product acceptance, providing a properly
documented delivery ticket and a certified invoice, is furnished to:

City of Glendale

Fleet Management

6210 W. Myrtle Avenue, Suite 111
Glendale, AZ 85301-1700
dhowitt@glendaleaz.com
sressler@glendaleaz.com

Tempe Union High School District

Tempe Union High Schools will pay the Contractor within thirty (30) days of product acceptance,
providing a properly documented delivery ticket and a certified invoice, in duplicate, is furnished to:

500 West Guadalupe Road
Tempe, AZ 85283

ap@tempeunion.org

Fowler Elementary School District

Fowler ESD will pay the Contractor within thirty (30) days of product acceptance, providing a
properly documented delivery ticket and a certified invoice is furnished to:

Fowler ESD — Accounts Payable
1617 S. 67" Ave.

Phoenix, AZ 85043
ap@fesd.org

General Note

Prices and extensions must appear on all copies of an invoice. The Contractor will be promptly
notified of any disputed invoice.

FUEL SPECIFICATIONS: Gasoline to be refinery blended. Contractor shall furnish detailed
specifications of the fuel offered upon request. MSDS sheets are required to be submitted with the
bid.

Unleaded Gasoline, 87 minimum octane per ASTM D-4814.

Pricing Unit = Gallon

Diesel_Motor Fuel, Ultra-Low Sulphur per ASTM D-975-02, Grade 2D and Federal

Specification VVF-8008, Grade of 2.

Pricing Unit = Gallon

Diesel Motor Fuel, Ultra-Low Sulphur (Red Dye) per ASTM D-975-02, Grade 2D and Federal

Specification VVF8008, Grade of 2.

Pricing Unit = Gallon

Diesel Motor Fuel, Biodiesel, B5 per ASTM D-6751, Grade 2D and Federal Specification

VVF8008, Grade of 2.

Pricing Unit = Gallon

Diesel Motor Fuel, Biodiesel, B20 per ASTM D-6751, Grade 2D and Federal Specification

VVF8008, Grade of 2.

Pricing Unit = Gallon
OXYGENATED FUEL PROGRAM: Maricopa County has mandated an oxygenated fuel program
to be used by each agency during predetermined months of this contract. The Contractor must be

able to supply unleaded regular gasoline as an oxygenated blend that will comply with Maricopa
County requirements. This should include the ability to supply ethanol.

Page 11 of 28

16.

1%,

FUEL SERVICES —- EMERGENCY PRIORITY DELIVERY: Due to the public safety nature of our
business it is imperative that the City of Mesa receive priority fuel deliveries 24/7 (prioritized over
the retail sector) during the following emergency situations:

* Fuel shortages caused by product availability.
* Declared State of Emergency as declared by either the Mayor or Governor's Office

The City of Mesa will only exercise this contract provision based upon the above conditions;
however, the City may require that the fuel Contractor move fuel from one City tank location to
another to balance our capability in the event that fuel shortages exist. The City will expect that the
Contractor will work closely with the City of Mesa, Fleet Services Department to address these
priorities as they occur.

DELIVERY LOCATIONS:
CITY OF MESA:
Department Tank Quantity
Item No. Name/Address Type of Fuel Size in Gal. per Tank.
9,
Fleet Services (West) See 0%
300 East 6th Street Vaulted tanks Six (6) - 12,000
*4 Mesa, AZ Secure Site
#2 ULS Diesel & Bio- Three (3) - 12, 000
Diesel
Vaulted tanks
Ly
Fleet Services (East) Be eel 0%
6935 E. Decatur Vaulted tanks Six (6) - 12,000
2 Mesa, AZ Secure Site
#2 ULS Diesel & Bio- Three (3) - 12,000
Diesel
Vaulted tanks
Falcon Field Airport One (1) - 10,000
Police/Fire/Customer Service ad aan O%
3 Substation
4534 E. McKellips Road - One (1) - 10,000
Mesa, AZ Secure Site scheint
Superstition Police/Fire
Substation cBG Einar 0% One (1) - 12,000
4 2430 South Ellsworth
Mesa, AZ Secure Site #2 ULS Diesel One (1) - 12,000
Red Mountain Police
+5 Substation CBG Eero 0% Two (2) - 15,000
4333 E. University Dr.
Mesa, AZ Secure Site
Fiesta Police Substation CBG Ethanol 10%
6 1010 W. Grove Avenue Unleaded Two (2) — 15,000
Mesa, AZ Secure Site
Queen Creek Utility Yard CBG Ethanol 10%
‘7 34630 N. Schnepf Road Unleaded One (1) — 1,000
Queen Creek, AZ Secure Site above-ground tank
Fire Maintenance-Resource
* Management #2 ULS Diesel -
8 708 W Baseline Road ebovepoundtaler One (1) - 580
Mesa, AZ Secure Site

Page 12 of 28

All generator sites are
Secured Sites

Red Dye Diesel

Department Tank Quantity
Item No. Name/Address Type of Fuel Size in Gal. per Tank.
Fire Station #202 .
*9 830 S Stapley Drive #2 ULS Diesel One (1) — 580
Mesa, AZ
Fire Station #203 :
“10 324 S Alma School Road ee UbelDicee! One (1) - 3,000
Mesa, AZ Secure Site
Fire Station #205 .
11 730 S. Greenfield Road #2 ULS Diesel One (1) - 580
Mesa, AZ is
Fire Station #209
* 7035 E Southern Avenue #2 ULS Diesel
2 Mesa, AZ Sovepruntntier, One (1) — 580
Fire Station #216 |
“13 7966 E. McDowell Road pcinselneriar One (1) — 1,000
Mesa, AZ
Fire Station #221 One Third (1/3) —
In process of being built #2 ULS Diesel 2,000
Mesa, AZ Secure Site above-ground tank (Split tank)
ala CBG Ethanol 10%
Unleaded Two Thirds (2/3) -
above-ground tank 4,000
(Split tank)
Fire Station #240/Fire &
F Medical Training Center #2 ULS Diesel
15 3260 N 40" Street above-ground abe One (1) - 580
Mesa, AZ Secure Site
Parks & Recreation - Dobson
Ranch Golf Course .
16 2155 S. Dobson Road #2 ULS Diesel One (1) - 3,000
Mesa, AZ Secure Site
Parks & Recreations - Cub #2 ULS Diesel 7
Stadium Maintenance Facility above-ground tank evitienk)
17 2330 W Rio Salado Pkwy
Mesa, AZ Secure Site eee 0% Half (1/2) — 500
above-ground tank (Split tank)
Various generator stations A
located around the City that kate 0%
may require deliveries of up to
18 3,000 gals. Annually. #2 ULS Diesel Varies

Location #1 will use approximately 66% of the total estimated fuel quantity. Location #1 will place all
orders and specify the delivery site at time of order. Unless noted otherwise, all tanks are below ground,
but not all are subject to "LUST" tax. * Above ground locations are exempt. The City’s three (3) Police
substations are secured sites. Deliveries to these locations must be made between 6:30 AM and 2:30
PM weekdays.

All deliveries must be phoned in to City personnel located at drop site at least 30 minutes prior to delivery.

Page 13 of 28

MESA PUBLIC SCHOOLS NO. 4

Loc Department Type of Fuel Tank Qty
N a. Name/Address Size in Gal.
. per Tank
CBG Ethanol 10% Unleaded | One (1)—
Transportation Dept. 8,000 gal 3x /month 15,000
1 Stapley — Satellite #2 ULS Diesel One (1) —
549 N. Stapley Drt. 1,400 gal. 1x /month 15,000
Mesa, AZ #2 ULS Red Dye One (1) -
5,150 gal 1x /month 15,000
CBG Ethanol 10% Unleaded One (1) -
2,000 gal 1x /month 15,000
Broadway - Satellite #2 ULS Diesel One (1) -
2 109 E. Broadway Rd 1,900 gal. 1 x / quarterly 15,000
Mesa,
jena, AZ #2 ULS Red Dye One (1) -
8,000 gal 1x /month 15,000
CBG Ethanol 10% Unleaded | $x'e 0) -
Fremont - Satellite 5.500 gall 1x /month
3 837 N. Power Rd #2 ULS Diesel One (1) -
Mesa, AZ 1,300 gal. 1x /quarterly 15,000
#2 ULS Red Dye One (1) -
8,000 gal 1x /month 15,000
Note: Location #1 will order all fuel and specify the delivery site at time of order.

All tanks are below ground, but not all are subject to "LUST" tax. Buyers will specify

which locations are exempt.

Monthly usage varies with school schedules, August through April are high usage
months, where May through July are low usage months.

Delivery hours:

Stapley- 5:00 am to 6:00 pm
Fremont- 5:00 am to 6:00 pm
Broadway- 5:00 am to 5:00 pm

TOWN OF GILBERT
Tank Qty
Department 7s
Loc. No. Name/Address Type of Fuel Size ae per

Site: 001 NASC 900 E
Juniper Ave.
(M-Th, 7:30-5:00)

Deliveries: On Guadalupe Rd
East of Lindsay Rd, go south on
Freestone Pkwy which will lead
you directly to our entrance gate
to be buzzed in)

Typical orders 5,000-7,500 gal. /
week

CBG Ethanol 10% Unleaded
(underground)

One (1 )- 12,000

CBG Ethanol 10% Unleaded
(underground)

One (1) — 6,000

Diesel B20 (underground)

One (1) — 6,000

Page 14 of 28

Loc. No.

Department
Name/Address

Type of Fuel

Tank Qty
Size in Gal. per
Tank

Site: 003 SASC 4760 S.
GREENFIELD RD.
(M-F. 7:30-5:00)

Deliveries: On Guadalupe Rd
East of Lindsay Rd, go south on
Freestone Pkwy which will lead
you directly to our entrance gate
to be buzzed in)

Typical orders 7,500-15,000
gal. / week

Diesel B20 (underground)

One (1) - 20,000

CBG Ethanol 10% Unleaded
(underground)

One (1) -— 5,000

CBG Ethanol 10% Unleaded
(underground)

One (1) -
10,000

Site: 251 Fire Station 1
2730 E. Williams Field

(M-Th. 6:00-4:00)

Deliveries: Contact Jeff Stein to

access fuel tanks (480) 503-
6363

Typical orders 1,000-1,500 gal.
/month

CBG Ethanol 10% Unleaded
(above ground)

One (1) - 2,000

*Diesel B20 (above ground)

One (1) - 8,000

Site: 252 Fire Station 252
2855 E. Guadalupe Rd.
(M-Th. 6:00-4:00)

Deliveries: Contact Jeff Stein to

access fuel tanks (480) 503-
6363

*Diesel B20 (above ground)

One (1) - 2,000

Site: 253 Fire Station

253 1011 E Guadalupe Rd.
(M-Th. 6:00-4:00)

Deliveries: Contact Jeff Stein to

access fuel tanks (480) 503-
6363

*Diesel B20 (above ground)

One (1) - 2,000

Site: 255 Fire Station 255
3630 E. Germann Rd.
(M-Th. 6:00-4:00)

Deliveries: Contact Jeff Stein to
access fuel tanks (480) 503-
6363

*Diesel B20 (above ground)

One (1) - 2,000

Site: 256 Fire Station 256
3595 E. Warner Rd.

(M-Th. 6-4)

Deliveries: Contact Jeff

Stein to access fuel tanks
(480) 503-6363

*Diesel B20 (above ground)

One (1) - 2,000

Site: 257 Fire Station 257
625 W. Warner Rd.
(M-Th. 6-4)

Deliveries: Contact Jeff
Stein to access fuel tanks
(480) 503-6363

“Diesel B20 (above ground)

One (1) - 2,000

Page 15 of 28