HomeMy WebLinkAboutC2017-256 - 8/29/2017 - Approved c°�Usc
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SUPPLY AGREEMENT NO. 701
Standard:Gasoline & Ultra-Low Sulfur Diesel
THIS Standard Gasoline . it. Sulfur. Diesel Supply Agreement
("Agreement") is entered into by and between the City of Corpus Christi, a Texas
home-rule municipal corporation ("City") :and Valero Marketing and Supply
Company ("Supplier"), effective for all purposes upon execution by the City
Manager or the City Manager's designee ("City Manager").
WHEREAS, Supplier has bid to provide. Standard Gasoline-8, Ultra-Low Sulfur
:Diesel in response to Request for Bid No. 701 ("RFB"), which RFB includes the
required scope of work and.all specifications and which RFB and the Supplier's . . •
bid response are incorporated by reference in this Agreement as: Exhibits 1 and 2,
respectively; as if each were fully set out here in its entirety:
NOW; THEREFORE, City and Supplier agree as follows:
1. Scope. Supplier will provide. Standard Gasoline 8, Ultra-Low Sulfur Diesel in
accordance with the attached Scope of Work, as shown in Attachment A,
the content of which is:incorporated by reference into this Agreement as if
fully set out here in its entirety. "Goods," "Products'.', and "Supplies", as used
in this Agreement, refer to and have the same meaning.
2. Term: This Agreement is for 12 months. This Agreement includes an option to
extend the-term for up to two additional 12-month periods ("Option Period"),
provided, the parties do so prior to expiration of the original term or the then-
current Option Period: The decision to exercise the optionto extend the term
of this Agreement is, at all times,: within the sole discretion of the City and is
conditioned upon the prior written agreement of the Supplier and the City -
Manager.
3. Compensation and Payment.:::The total value of f this Agreement is not to
exceed2,999,174.78, subject to approved 1 extensions and changes.
Payment will be made for goods delivered and accepted by the City within
30 days of acceptance, subject to receipt of an acceptable invoice. All
pricing must be in accordance with the attached Bid/Pricing Schedule, as
shown in Attachment B, the content ofwhich is incorpordted by reference
into this Agreement as if fully set out here in its entirety,
4. Contract Administrator. The Contract Administrator designated by the City.is '
responsible for approval of all phases of performance and operations under
Pagel of7
2017-256
8/29/17
Valero Marketing and S017-130
PY
gliED
this Agreement; including deductions for non-performance and
authorizations for payment. The City's Contract Administrator for this
Agreement is as follows:
Erlinda.Klub.ertanz
Fleet Maintenance-Dept.
361-826-1903 •
Email: Erlinda@cctexas.com:
5. Insurance. Intentionally deleted.
6. Purchase Release Order. There will not be anypurchase orders issued to
Supplier under this Agreement; instead electronic payment cards ("fleet
credit cards") will be issued to the City by the Supplier. Supplier agrees that
the Program Participants will honor fleet.credit cards issued by Supplier under
this Agreement at all Commercial Stations for the purchase of Products from
the Program Participants (as such terms "Program Participants" and
"Commercial Stations" are discussed in Section 12 of this Agreement). The
City is responsible for reimbursing Supplier for all. Products purchased using
the fleet credit cards at the prices set forth in this Agreement.
7. Inspection and Acceptance. All Products will be deemed accepted by the
City upon delivery into the vehicle at the relevant Program Participant's
Commercial Station and, upon delivery, the City is responsiblefor reimbursing :.
Supplier for all Products purchased at the prices set forth in this Agreement:
8. Warranty. Supplier makes no warranties, express:or implied, including the .
warranty of merchantability and that of fitness for a particular purpose: In no
event,_regardless of negligence, is either party liable for punitive damages.
9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City fo order ora-ccept
more than the City's actual requirements nor do the estimates restrict the
City from ordering less than its actual needs during the term of the
Agreement and including any Option Period. Substitutions and deviations
from the City's product requirements or specifications are prohibited without
the prior written approval of the Contract Administrator
10. . Non-Appropriation. The continuation of this Agreement after the close of
any fiscal year of the City, which fiscal year ends on September 30th annually,
is subject to appropriations and budget approval specifically-covering this
Agreement as an expenditure in said budget, and it is within the sole
discretion of the City's City Council to determine whether or not to fund this
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Agreement. The City does not represent that this budget item willbe.
adopted, as said determination is within the City Council's sole discretion
when adopting each budget.
11. ; Independent Contractor. Supplier will perform the work required by this,
Agreementas an independent contractor and Will furnish such products in
its own manner and method, and underno circumstances or conditions will -
any agent, servant or employee of the Supplier be considered an employee
of the City.
12. Fleet Program Description; Use of Subcontractors for Resale. The City will
purchase Valero-branded motor fuel: from retail motor fuel operators
("Program Participants") at their retail stations ("Commercial Stations").
Supplier has provided the City with a list of subcontractors:to whom it will sell
Valero-branded fuel for resale ("Subcontractors") .(as shown in Exhibit 3,
which is incorporated by reference as if fully set outhere in its entirety) at the
Commercial Stations of Program Participants. Each Program Participant
purchases that fuel from one of the Subcontractors. Each Subcontractor
purchases the fuel from Supplier at the relevant supply terminal. Supplier will
not sell any motor fuel to City directly but, rather, is agreeing to make
• available for purchase by the City from each Program Participant at a
Commercial Station the following motor fuels (collectively, the "Products"):
Regular reformulated gasoline ("RFG") E10; Mid-Grade RFG E10; Premium
RFG El 0; and:Ultra-Low Sulfur Diesel ("ULSD") (with up to 5%biodieselblended
into it):Supplier will provide fleet credit card services in connection with these
purchases by the City and, instead of Supplier offering its normal volume
rebates to the City, Supplier has agreed that the ultimate price repaid to
Supplier(in exchange for its extension of credit to purchase the Products from
the Program Participants) is the pricing set forth in this Agreement. Finally; the
terms and conditions attached to this Agreement as Attachment 2, labeled
"Valero Fleet Card Services Credit Card Agreement," is part of this •
Agreement; with "We" referring to Supplier and "You" referring to City.
13. Amendments: This Agreement may be amended or modified only by written
change order signed by both parties: Change orders may be used to modify
quantities as deemed necessary by the:City.
14. Waiver. No waiver by either party of any breach of any term or condition of
this Agreement waives any subsequent breach of the same.
15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA
taxes; unemployment taxes and all other related taxes to which Supplier is
subject by federal, state, and local law. Upon request, the. City Manager
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•
shall be provided proof of payment of these taxes within:15 days of such
request:
16. Notice..Any notice required under this Agreement must: be given by fax,
hand delivery, or certified mail, postage prepaid, and is :deemed received
on the day faxed or hand-delivered or on the third day after postmark if sent
by certified mail. Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
. . i
Attn: Erlinda Klubertanz
Operations Manager. . ..
1201. Leopard Street, Corpus Christi, TX 7840.1
. Fax: 361-826-439:4..
IF TO SUPPLIER: . . . .. ..
Valero Marketing and Supply Company
Attn: Craig Schnupp
Vice President
One:Valero Way, San Antonio,TX 78249
Fax: N/A
17. INDEMNIFICATION. Supplier shall " fully indemnify and hold
harmless the City and all Ofits officers, employees and agents -
("Indemnitees') from any and all contractual. and negligence
claims, demands, causes of action,:. damages, • losses, and
ex enses (including- attorneys' fees)y of whatever nature, ;; ..
character, or description that any person or entity has or may
.. have directly arising out; of the breach : of this Agreement by
Supplier or resulting from the negligent act, omission, misconduct,
or fault of the Supplier or its employees and agents, except to the
extent caused by the negligent act, omission, misconduct, or fault
of the City or its employees and :agents. The indemnification
obligations of =Supplier under this section shall survive ' the
expiration Or earlier termination of this Agreement.
18. Termination. :
is
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is
(A) The City Manager may terminate-this:Agreement for Supplier's failure to:
Pp 9
erform: the work s ecified in this Agreement or to keep any required
insurance:policies in force during the entire term of this Agreement. The
Contract Administrator must give the Supplier written notice of the breach
and:set out a reasonable opportunity ..to cure. If the Supplier has not cured
within the cure period, the City Manager may:-terminate this.Agreement
immediately thereafter.
(B) Alternatively, the 'City Manager may terminate this Agreement for
convenience:upon 30 days advance written notice to the Supplier.- The City •
Manager may also terminate this Agreement upon 24 hours written notice to .: •
the Supplier for failure to payor provide proof of a .ment of taxes as set out -
payment
in this Agreement.
19. . Assignment. Noassignment of this :Agreement by the Supplier, or of :any
right or interest contained herein, is effective unless the City Manager first -
gives written: consent to such assignment. The performance of this
Agreement by the Supplier is of the essence of this Agreement, and the City
-• • Manager's right to withhold consent to such assignment is within the sole
discretion of the City Manager.9 on any ground whatsoever. ;
20. : Severability. Each provision of this Agreement is considered to be severable •
and, if, for any reason, any provision or part of this.Agreement is determined
to be invalid and contrary to applicable law,such invalidity shall not impair
the operation of nor affect those portions of this Agreement that are valid,
but this Agreement shall beconstrued and enforced in all respects as. if the
invalid or unenforceable provision or part had been omitted.
21. : Order of Precedence. : In the event of any conflicts or inconsistencies
between this:Agreement; its attachments, and exhibits, such conflicts and
- inconsistencies will be resolved by reference to the documents in the
following order of priority:
A. this Agreement and its:attachments
B. the bid solicitation document; including (Exhibit Exhibit 1)
• C. the Supplier's bid response (Exhibit 2)
D. the.Supplier's list of Subcontractors (Exhibit 3)
22. . Certificate of Interested Parties. Supplier agrees to - comply with Texas
Government :Code Section 2252.908, as it may be amended; and to
complete Form 1295 "Certificate of Interested Parties" as part of this
Agreement.
Page 5 of 7
23. Governing Law. This Agreement is subject to all federal, State, and local laws,
rules, and regulations; The applicable law for any legal disputes arising out
of this Agreement is the law of the State of Texas, and such form and venue
for such disputes is the appropriate district, county, or justice court in and for ..
Nueces County, Texas,
24. Entire Agreement.This Agreement constitutes the entire agreement between
the parties concerningthe subject matter of this Agreement and supersedes
all prior negotiations, arrangements, agreements and understandings, either
oral or written, between the parties.
(SIGNATURE PAGE FOLLOWS)
Page 6 of 7
SUPPLIER V E' f •A ING AND SUPPLY COMPNAY
Signature: 4fAra' 0109
M . '{
Printed Name: C Ili; M P -0 "
Title: VicePre sden
Date: 1Wy21 ,2017
CITY OF CORPUS CHRISTI
Signature: i f k • -P - •
•
Printed Name: Or\gLie
Title: P,--0 e
Date: ' 3 � 1 ! '7 _
ATTEST: /4"Cie
RE ECCA HUERTA
CITY SECRETARY
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment 1: Price Sheet
Attachment 2: Valero Fleet Services Credit Card Agreement
Incorporated by Reference Only: vl7
Exhibit 1: RFB No. 701 rr moo._ e
Exhibit 2: Supplier's Bid Response
Exhibit 3: List of Subcontractors (Program Participants)
SECRETARY
Page 7 of 7
ATTACHMENT A: SCOPE OF WORK
1 General Requirements/Background Information
The Contractor. shall provide Standard Fuel and Ultra-Low Sulfur Diesel and a
contingency plan as outlined in this Scope of Work.
2. ..Scope of work
• AService Requirements
1. The Contractor must be.able.toprovide the following: •
a. A minimum of one fueling location in Zone 6
b. . A minimum of two:fueling locations in Zones 1,2 and 5
• c. A minimum of three fueling locations in Zones-3 and 4
d. Each site must have at least two fuel dispensers and be open 24 hours per
day, every day of;the year, including holidays (365 days per year).
e. Fueling locations outside the zone map, within Texas; for City..employee
when traveling and:using account credit card.
2. Each station shall have branded 87 octane (Standard) gasolineor better and. .
ultra-low sulfur diesel. Provide standard gasoline and ultra-low sulfur diesel fuel
- at each location...
a. Minimum Octane 87, branded estimatedusage for 12-month period,
1,096;856 gallons
b.:: Ultra-Low Sulfur Diesel (TX LED) -_estimated usage for a 12-month period,
116,414gallons
3. The Contractor must provide:
a. One credit card fuel account for the Contract Administrator of the=City _
Fire Department.
b. :Two credit card fuel accounts for:the Contract Administrator of the City
Fleet Maintenance Department,
• c. One: additional fuelaccount for . the fuel transactions under the
Contingency Plan,:as per Contingency Plan mentioned in 4.2.B. •
4. The Contractor must provide each Contract Administrator access, via internet
• and phone, to:
a. Update, add and delete credit cards
9 1
-. - . Pae of7 . .
b. Download account information, to include, but not limited_:to American
Standard .Coale .for Information .Interchange. .(ASCH) downloadable
:: :formats.
.5.. When a city employee 'makes a.transaction at the Contractor's fuel site using
a fuel credit card; the Contractor must record thefollowing information:
a. Credit card account number
b. . Transaction date and time
c _ City vehicle unit:number
d. Odometer reading'at time:of transaction
e. Total gallons purchased
f. Fuel product type
g. Purchase price
h.. Employee number.
Store location
B: . Contingency Plan. ... . .
1. Upon.notice by the Contract Administrator, the Contractor will provide fueling
services as:a Contingency Plan to all City vehicles in the event that the City's
Municipal Service Center Fuel Stations experience interruption of service due
to'repairs, crisis, or emergency. - .
2.. When a City employee Makes a fuel.transaction at the Contractor's fuel site
under the Contingency Plan, the City employee, with a city vehicle, will show
the Contractor his/her City Employee Identification Card.The Contractor must
record thefollowinginformation:.
a Transaction date and time .
b. City vehicle unit number ..
c.- Odometer reading at time of transaction
d Tofa gallons purchased
. : e. Fuel product type
f.. . .Purchase price :. :
g:: Employee number
h. Store-location
3.: The Contractor must provide the City employee a printed transaction receipt
and a co y of the documented information:in Section 4.2.6.2.
Y
4. Under the Contingency Plan, the Contractor must not:dispense fuel to a City
employee who does not present a City Employee Identification card and City
vehicle.
Page 2 of 7
C. Invoice and Interface Files
1. The Contractor must provide the Contract Administrators :electronic files for
each:fuel account as follows::
a. M5 Standard Meter Interface Files;:to be emailed daily, for the prior date's
transactions, to the person designated by, the Contract Administrator
(attached M5 Standard Meter Interface File Layout for the Inbound File
Layout).
b. M5 Commercial Fuel File, as invoiced by Contractor, to be emailed
monthly :to the Contract Administrator (attached . M5 -.Commercial
Interface File for:the Inbound File Layout).
c.' The Contractor must update the 'electronic file layouts; when notified by
the Contract Administrator:that a change is required.
2: The Contractor must deliver to.the Contract.Administrator via mail and make
accessible'via Internet,a monthly invoice for each fuel account, delivered by
the 15th of the.month following theinvoice period. Invoicing must be monthly
and invoicesmust reflect the following:
a. Account.number
b. Transaction date
c. Cityvehicle unit number
d. Odometer reading at.time:of transaction
e.: Total gallons purchased
f: Fuelproduct type
g. Purchase price :
h. Employee number
is Store location .
3 Additional Information
A. Zone::Map
:B. M5 Standard Meter File Layout
C. M5 Commercial Fuel File Layout
Page 3 of 7
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ZONE MAP w+E
S
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CR 87 91 CR 5a1.--if " 'ir—ri 64,•,,,,7,„
: :: CR 48 MAYEN i
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M5 Standard Meter File Layout
Overview
This purpose of this interface is to provide a standard meter interface to update a
unit's primary meter and meter date and meter2 information as required.
Implementation
The data required for this interfaceconsists of these data elements:
Unit Number
Meter (the odometer, miles or hours, as entered/provided by the vehicle operator)
Meter Date (the date of the fuel transaction)
Format: Vehicle Number, meter, meter date
File Format
The inbound data file must be a comma, delimited text file. The file layout is shown
below. All FleetFocus fields will reside in the Meter Journal (meterjnl) table unless
otherwise noted.
Field Description Type Note/Format
Vehicle No Varchar2- 10 If a unit number begins with '0', such as '0119', the '0'
must be included. Four characters for vehicle, five or six
characters for department
Meter Numeric Validation based expected period usage of the MCC
for that Unit done by the MAXIMUS API
Meter TimeStamp Date Must be a valid date format-M/DD/YYYY 24HH:MM:SS
Pages of 7
M5 Commercial Fuel File Layout
A. File Layout of Incoming File
Field Description Position Sample Value Note/Format
Trans Type 1 C Default value 'C'
Trans No 2 optional
Year 6 2017 Ex. '2017'
Month 10 01 Ex. '01' for January
Day 12 05 Ex. '05'
Hour 14 23 Ex. '23' for 11 pm,military time
required
Minute 16 03 Ex. '03'
Second 18 15 Ex. '15'
Unit No 20 7849 Four characters for vehicle, five or six
characters for department
Unit Card 30 null, not required
Product No. 39 2 Ex. '2 'for unleaded, '3 'for diesel
Prod Qty 41 26.2 Ex. '26.2' or '-26.2',if credit
Meter 50 20569 To follow basic M5 meter checks
Meter2 59 null, not required
Credit Card 68 null, not required
Emp ID 78 null, not required
Emp Card 99 null, not required
Invoice 108 ,910831411611 No more than 12 characters
Location 120 null, not required
Page 6 of 7
Fuel Tax 126 5.24
Product Cost 135 45.2
Base Price 144 1.7250 •
Vendor No. 153 Contractor's Vendor
•
number as designated
•
by the City
•
•
•
• Page 7 of 7
• ;ops Attachment B: Bid/Pricing Schedule
ocP ,V .°‘\ CITY OF CORPUS CHRISTI
4 BID FORM
PURCHASING DIVISION
lass ' . . . RPB No. 701
Standard Gasoline &Ultra-Low Sulfur Diesel
June 2,2017'
Dale:. J
Valero Matketin and SupplyAulhol'IZed '+
Bidder: : B Co Signature: a.►, —
Craig M. ".c 1 up.,Vit '' esident
1. Refer to"Instructions to Bidders" and Contract Terms and Co di Ion be'a py�
completing bid 0
2. Quote your best price for each item,
3.. In submitting this bid, Bidder certifies that: . . . . .
a: the prices in this bid have been arrived at independently, without.consultation,
communication, or agreement with any other Bidder or competitor, for the
purpose of restricting competition with regard to prices,
b. Bidder is an Equal Opportunity Employer,and the Disclosure of Interest information
on file with City's Purchasing office,pursuantto the Code of Ordinances,is current
and true.
c, Bidder is current with all taxes due and company is in good standing with all
applicable governmental agencies,
d. The Bidder must have operated continuously for a minlrrium of three years as an
established firm in providing Commercial Fuel,Bidder must submit a copy of their
Business License with their bid. . .
e, Bidder acknowledges receipt and review of all addenda for this RFB.
f. Provide a credit card for each qualifying vehicle or employee as designated by
the Contract Administrator.
(Approximately 769 Vehicles and 1419 Employees.)
Bidders are to Indicate current rack price and 0 P.I,S. Reports for each Item bid as of
April 17,2017, To be purchased at Commercial Locations.
• OPTS Fixed
Item Descrl tion: Unit Estimated price as Markup'
p Total Extended Price
I. IQty of . plus/mink/5
tee 04/17/17
Standard 87
-1;096,856 x $1.68 = $1;842,718.08 x .09
1 Octane Gal
S 1,941,435,12
Gosollne<. ) –
Ultra-Low.. –
2 i Sulfur Diesel Gal 116,414 x $1.60 $186,262.40. I_.x I .09 = $190,739.66
SIX IED <*> —!
TOTAL $2,138.174.78
Page 1 of 2
ontindency Plan-to address any issues resulting from a crisis,emergency or
interruption of service at the City's Municipal Service Center Fuel Station.
GPiS Fixed
Estimated price as Markup
Item Description unit •Qty of Total .Extended Price,
ei
04/17/17. . . . . .. . fee.. -
Standard B7 j 3 -Octane <*> Gal 200,000 x $1.68 = $336,000 Ix •09 = $359.000.00
Gasoline i
Uitra•Low `I
4 Sulfur Diesel Gal 300,000 x $1.60 n $480,000 x .09 $507,000.00
(TX LED)c*> •
i }
TO
T, l $861,000.00
<'"_OP1S-Based Price Charged for Motor Fuels Purchased From Program Participants
The per gallon price repaid by the City to Bidder for Regular RFG ElO that is purchased from Program Participants by the City willi:
be the following(the"Regular Gasoline Price");
-0P15 Newsletter-Corpus Christi,TX Weekly'Branded Average Rack CBOB Ethanol 10%Regular 7,8 RVP**+Fixed
Differential•'• +fees"•*
The per gallon price repaid by the City to Bidder for Mid-Grade RFG E10 that is purchased from Program Participants by the City
will be the following(the"Mid-Grade Gasoline Price"):
-OPTS Newsletter-Corpus Christi,TX Weekly°Branded Average Rack CBOB Ethanol 10%Mid-grade 7,8 RVP"+Fixed
Differential*"+fees****
The per gallon price repaid by the City to Bidder for Premium RFG ElO that is,purchased from Program Participants by the City wit
be the following(the"Premium Gasoline Price"):
-OPTS Newsletter-Corpus Christi,TX X Weekly Branded Average Rack CBOB Ethanol 10%Premium 7.8 RVP**+Fixed
Differential"'+fees'"•
The per gallon price repaid by the City to Bidder.for ULSD that is purchased from Program Participants by the City will be the
following(the"Diesel Price"):
-OPTS Newsletter-Corpus Christi,TX Weekly°Branded Average Gross Ultra Low Sulfur Diesel LEO+Fixed Differential"'+
fees""
Certain Definitions:
'"Weekly Average"means for a given Monday(12am) through Sunday(11:59pm)period,:the mean of the daily price quote for
the prior Monday through Friday.
•'OPIS will reflect the appropriate seasonal and blended component attributes such as RVP-Reid Vapor Pressure and Ethanol
Blending
"•"Fixed Differential"means the"Unit Price"specified by Bidder for the relevant Product as"Fixed Differential Including Freight
Costs"set forth on the Pricing Schedule to this Bid
•'••"Fees"means the then actuaLfees resulting from:State of Texas Tax Rate;Petroleum Product Delivery(PPD)Fee,Leaking
Underground Storage Tank(LUST)Fee,Federal Excise Tax(specific to fuel type)and Federal Oil Spill Tax Liability,and/or any othdr
taxes or fees then applied to the sale of each relevant Product at the time of sale.]
2 of 2
Attachment 1: Price Sheet
Pricing;
• Valero will use Oii Price Information Service(OPIS)Pius pricing to determine fuel prices.
• Valero will use the OPIS Newsletter'Prices Published for the Corpus Christi,TX Weekly Average
Valero Branded Rack for Unleaded,Mid-Grade,Premium,and ULSD(Ultra-Low Sulfur Diesel)
LED. •OPTS will reflect the approprfale seasonoi and blended component attributes such as RVP—field Vapor Pressure and Ethanol
blending.
• Pricing can be verified by subscribing to the OPTS Newsletter Prices Published. Contact OPTS
Customer Service at 877-210-4287.
• OPIS Newsletter Price Published for the Corpus Christi,TX Weekly Average Valero Branded
Rack.Date of Newsletter:April 13,2017(Prices Published for Week of 04/10/2017—
04/16/2017)
OPIS Rates for Week of 04/17/2016 through 04/23/2016
Corpus Christi TX Corpus Christi TX Corpus Christi Corpus Christi
Br-Avg Br Gross Br-Avg Br Gross TX Br-Avg Br TX Br-Avg Br
CBOB Ethanol 10% CBOB Ethanol Gros CBOB Gross Ultra-
Price Date Regular 9.0 RVP 10%Mid 9.0 RVP Ethanol 10% DiLowesel iesel LEO
[USC/GAL) (USC/GAL) Premium 9.0 Pies AL)
RVP[USC/GAL)
•
OPTS Newsletter Dated
04/13/2017 1.6992 1.8526 2.1665 1.7116
+Taxes(State Excise) 0.2000 -0.2000 0.2000 0.2000
+Fixed Differentlai
Including Freight .0900 .0900 .0900 .0900
+Proposed Pricing" 1.9892 _ 2.1426 2.4565 2.0016
•*Per gallon
• Valero Fleet Services will waive the$15 Report Fee for each account. Valero Fleet Services does not
charge for replacement cards, account setup fees or renewal fees.
iS 't Pa.:ramF"='ns `+:`s :}titt:Fzins:jam'.aiRl�
Account Set UP Fee $0.00
Monthly Card Charge $0.00
Monthly Accounting Fee $0.00
Replacement Card Fee $0.00 per card
Late Fee Up to$49,00
Reproduced Reports $0
General Research Fee SO 00 per hour
Regular Mall Fee $0.00
Expedited Shipping Fees $10.00
Return Payment Fee Up to$30.00
Reactivation Fee $0.00 per occurrence
$15.00 per month For paper
Paper Delivery Fee' invoicing end reporting
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Attachment 2: Valero Fleet Services Credit Card Agreement. .
•
: Valero Fleet Services
Credit Card Agreement/Retail Installment Credit Agreement
READ THIS AGREEMENT CAREFULLY AND KEEP A COPY FOR.YOUR RECORDS
Definitions. In this Valero Fleet Services Credit Card Agreement("Agreement"),the following words have the
following meanings: ::
"Account":means the account issued to You, which is associated with an account number, and to which any
.charges made with the Card(s)issued will be accumulated for billing purposes.
"Card" or "Cards"means the Valero Fleet Services Credit Card(s)=issued:in connection with Your Account
which can be used to access an Account:
"Fleet Contact Person" means theperson(s) You select'who-is authorized to provideUs with the information
necessary to establish and/or manage Your Account(s)and Card(s):
"Interest Charge" meansa charge(s) You may owe, as provided in this.Agreement, to use 'a:Card(s) or
Account.for Purchases on a deferred payment basis.
''Merchant"means a.Valero-branded location,including Valero;Beacon,or.Shamrock stores or other retailers
that accept Our Cards: '
"Purchase" means the use of a Cardor Account to buy goods;or services from-Merchants;
"Responsible:Individual" or "Principal" means a:person(s): authorized to:enter into this Agreement and
provide Us with the information necessary to establish and/or manage Your Account(s)and Card(s),including,
but not limited to,appointing a Fleet Contact Person.
"Valero Fleet Card Discount Program" means the program which We may offer-from time to time where :
discounts may be offered to an eligible Account. For more details about the Valero Fleet Card Discount
Program,You can write.to:Us at PO Box 631,Amarillo,TX 79105-0631, or email Us at fleetnavalero.conk or
call Us at 1-877-882-5376.
"Valero Fleet Discount Site"or"Participating Merchant":means a Merchant that agrees to participate in the
Valero Fleet:Card Discount Program::
.."We","Us",and"Our".means Valero Marketing and Supply Company(VMSC)or any servicer or subsequent
holder of Your Account or the amounts due under Your Account, and all of their respectiveP arents,
subsidiaries,affiliates,predecessors, successors,assigns,agents;employees, Officers,:and directors, including,
but not limited.to,Valero Payment Services Company:(VPSC).
:"You" and "Your" means the entity, company:or person(s) who applies for and accepts the Card or Cards
issued on Your Account:
Definitions:of additional terns mayy be contained in other paragraphs of this Agreement or in other
may provide You. At Our election, such'other docuentation'may from time to time be
-documentation m
ombined with this Agreement,constituting the entire Agreement.
• - " Agreement.:This Agreement constitutes the entire agreement between the parties and supersedes all previous:.:.
negotiations;commitments and writings. This Agreement is between You and Us and no other entity shall be
deemed a party to this Agreement except as:set forth in'the:Arbitration Provision; You agree that this
Agreement governs.the:Account and Cards)and their use by You.or any person. You agree that a:Fleet Contact 1
Person or other designee may make decisions or provide information on Your behalf'that is binding to You; a
Responsible Individual or Principalunder this Agreement..This Agreement, including the Fee Schedule;:the. "
Account 'Application.You filed with Us, any agreements which secure or guaranty Your obligationsunder this
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Agreement; any unique payment:;agreement, electronic payment agreement, enrollment forms and .any:
amendments;modifications;substitutions or replacements of any of those documents,is a final expression of
the credit agreement between You and Us and may not be contradicted by evidence of any :alleged oral
:::agreement Except expressly permitted in this Agreement, no modification of it is effective'unless:in writing
and signed:by You with acknowledgement and acceptance by Us. We may, at Our discretion, allow all, or a
portion; o.f'an existing agreement between Us to take precedence over this Agreement. If We do, We'will
acknowledge this in writing, Any terms different from this Agreement or contradictory to this Agreement that
are set forth in a Purchase Order or other communication are: expressly rejected and shall :under no
• ' circumstances modify the terms of:this Agreement. You represent and warrant to Us that this Agreement is
valid, binding and enforceable against You in accordance with;its tenns and,if You:are:a corporation or other
entity, that this Agreement has been duly:authorized by all necessary action of Your governing_body.You agree
to provide any-evidence of corporate (or other organizational) existence and authorization that We may
reasonably.request.
Customerldentifcation. Federal:law requires Us to obtain;verify, and record information that identifies each:
person who opens.an:account, in order to help the government fight the funding of terrorism and money
laundering activities.'to process Your Account application,We must have Your legal name or Your business'
legal name, its street address, and;its taxpayer identification number. Also, if applicable, We must have.the
Responsible Individual's or Principal's name,street address,:date of birth and other identifying information.We
may ask for additional identifying documents from:You as well.
Acceptance. You accept this Agreement (i) if You apply for, and Valero Marketing and Supply Company.
issues:You,a Valero Fleet Services Credit Card(s),and(ii)if You use or permit the use Of the Credit Card(s).If
You do not wish to be bound by the terms and conditions of this Agreement,do not use the Card(s).Instead,cut
the Card(s)in two and return them to Us with:a written rejection of this Agreement and the Account.
•
Use of.Card(s); Responsibility. We may issue Card(s) at Your request. You agree that You will destroy
expired Cards) or .Card(s) for which'a replacement Card(s) has been issued. All:renewal Card(s) or any
additional Card(s)You request will be subject to the terms of this Agreement as in effect at:the time of that
renewal or issuance.You may ask Us to: a) issue additional Card(s) or replacement Card(s); b) suspend or
terminate Card(s);or c) change the authorized use or user(s) of Card(s). Card(s)niay be used at Merchants:
Some. Merchants may choose to participate as a Valero:Fleet Discount Site ("Participating Merchants").
Additionally, a Merchant may choose to participate in contract pricing or other agreement(s).' We are not
responsible for.the Merchant or Participating Merchant's choice to participate. We are not responsible for the
refusal or:'failure of any Merchant:or. Participating Merchant to accept Your Card(s): A Card(s) must be
presented at the time of purchase. Certain features or controls("Controls")may be available when Using Your
Card(s). Such Controls:include,but are not limited to,Personal Identification Number(PIN)entry.;daily fuel or
• _ merchandise purchase limits or other options that may be made available:from time to time.The availability and
effectiveness of Controls is dependent upon each Merchant's adoption of card specifications and the
information, including product codes, transmitted to Us by them-The product codes are assigned by each .
Merchant, and as such, We have no responsibility for inappropriate product code assignment. You understand
and acknowledge that only transactions submitted to Us for authorization are subject to Controls and that those
Controls can only be enforced when the Merchant provides sufficient information as:partof the authorization.
Some Controls may not work at all locations, fueling points,or POS terminals. We reserve the right to modify
Controls when those Controls, in Our opinion, are set at a level such that they rare ineffective or not in
accordance with the:goals of the Controls program. Default values for Controls may be assigned by Us unless
You make Your own election(s). We shall not:be responsible for the prudence of any particular:Control level
You select Controls such as a PIN, and in some instances,a driver number or other information from Your
employee/driver, will be required to authorize each purchase. At Your request, We may in Our sole discretion
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issue an.Account that does not.require•a PIN. If You are issued a non-PIN required Account, We may require
You at any time to change to a PIN required Account.Additionally,driver numbers and other information may
: be selected by You or:provided to You prior to:the time Card(s)are issued This information may changed
upon Your request during:the life of the Account. When You use:YourCard(s)or permit someone:else to have :
access to Your Card(s)or AcCount number,PIN,or driver number, You promise to pay all charges,along With: :-
•. : all related Interest Charges and other fees accruing under this Agreement,including charges You may not have :
: ::intended that person to:make. The existence and/or use of Controls:may not lessen Your: liability for :
unauthorized use of Cards.You agree that You will promptly review reports provided by Us,for the purpose of
detecting fraud'that occurs within Control parameters.It is Your responsibility to notify Us of Your revocation •• •
-
of any person or user's authority'to use or access Your Account,Cards,or PINs.You will remain liable to Us
: for any charges until.such time as We receive notice:You agree that use of a Card acid the applicable PIN will - ' ' .
constitute authorized use for all purposes:You agree to keep Card(s)secure and PINs confidential. You agree to
' ensure that Your employees donot disclose any If.You.or Your employee discloses.a PIN or writes a PIN. ..
on a Card,:You are liable for any fraudulent use that may:result even if the disclosure is inadvertent or. .
unintentional. Generally,.You may use Your Card(s), and:authorize Your:employees/drivers to.use Your: •
Card(s), to purchase fuel, merchandise, services, and other permissible:items. However, (a) •at Our sole
:::discretion,(b)the discretion of the Merchant,.or;in some instances(c)at:Your discretion;a-purchase may not• • -
. be permitted.:We may suspend or terminate any Account.or Card at any time.You agree that the Card(s)issued - ..
.
to You will-be used strictly for business or commercial puiposes.,and not for any personal,family,or household
use.You agree not to use_Your Card(s),and not:to permit Your employees/drivers to use YOU:.Card(s),for any
unlawful purpose Or in:any illegal transaction(s).:: .
Account Administration and Reporting. You will provide:us written notice:of: a);any action by You to :
consolidate,merge or sell a substantial part of Your assets;b) Your intent to undertake a change in Your legal
structure; or c)the departure or separation:from Your business of any guarantor on Your Account.You will
provide Us with prompt written notice if any guarantor of this Agreement is rendered incapacitated or is-unable
to perform.forny reason..The:Fleet Contact Person,:or another ther person or persons designated by the:Fleet
Contact Person,is authorized by You to::a)provide Us with the information necessary to establish and maintain -
:.Your Account,Cards,and PINS;b)provide all fleet vehicle,driver and other information that We may request; . : :-
. . .. :c)receive all.Cards and reports;d)receive other Account information We may provide;and e)select additional
products and/or services that We offer. You further•agree that additions, updates,and'deletions of vehicles,-:
drivers, and Fleet Contact Persons-placed by telephone or electronically,and accepted by Us,are binding.on
-You.You will provide:Us with advance written notice of any change in or removal of any Fleet Contact Person.
: . : :You will remain liable to Us for any unauthorized actions taken by.Your:Fleet Contact Person until You notify
Us of any:change in or removal of such Fleet Contact Person.:We are also authorized to deal with any contact
person with apparent authority to:act on Your behalf. As:a part of Our products and services, We provide :
'.purchase information,vehicle analysis information and other manager entreporting information,in either paper
- or electronic format:This information may include details relating to Your use of Card(s) based:upon charges --
and information reported to Us. You are responsible for.reviewing this information for accuracy and :.
completeness. We cannot guarantee the accuracy or completeness of this information. You understand and
• agree that, regardless of•any errors in this •information;You-remain responsible and liable for any and all - •
charges. . .
Extension Of Credit;Credit Line:::We may require You to maintain funds under'Our:Control as a condition of
.issuing credit on Your Account per the Valero Fleet Service's Account Security Agreement.The total.amount of . . ... .. ..
credit that may be extended on Your Account shall be determined,and:may be changed at any time,by Us in
-Our sole discretion. We may establish or change a credit line("Total Credit Line')for Your Account from time
to time.: Your Total Credit Line maybe shown on the initial Card(s) mailer or other correspondence and on
. each periodic billing statement("Statement"). If We accept a payment for an amount in excess of Your entire
.
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unpaid balance ("New Balance"), Your Total Credit Line will not be increased by the amount of such
overpayment nor shall We be required to authorize transactions for an amount in excess of Your Total Credit
Line. Authorization and acceptance of such transactions shall be determined by Us at Our sole discretion. We
may, in Our sole discretion,honor transactions that exceed Your Total Credit Line,but We do not consider such
transactions to be a request to increase Your Total Credit Line. If We have previously honored transactions in
excess of Your Total Credit Line, that does not mean that We will honor further transactions in excess of Your
Total Credit Line. We may allow You the ability to administer limits per Card(s)or by employee/driver at Our
discretion.Examples of such limit(s)which may be administered are a daily limit,weekly limit, monthly limit,
special limit,etc.If such limit(s)are in effect,You may notify Us if You wish to change or terminate them. We
will attempt to implement and enforce such limit(s)but We will not be liable for any failure to do so.
Payment Terms. We will provide You a statement of Your Account at approximately monthly intervals
(Statement) if there has been activity on Your Account, or there is a balance (credit or debit) in Your Account
exceeding$1,unless We deem Your Account to be uncollectible, or We have instituted delinquency collection
procedures,or furnishing the statement would violate law.You promise to pay Us the amounts of all credit You
obtain (including all Purchases), all fees and charges We assess against Your Account and all Interest Charges
as provided in this Agreement. You agree to make Your payments in the amounts and at the times provided in
this Agreement. You may pay any amount up to the entire unpaid balance(the"New Balance")of Your
account at any time. You must pay each billing cycle at least the Minimum Payment Due amount shown on
Your Statement by the Payment Due Date shown on the Statement. We will also include in Your Minimum
Payment Due any part of the New Balance in excess of Your Total Credit Line. The Minimum Payment Due
will never be more than the New Balance.If You want to request a change to Your Payment Due Date,please
call or write Us. It may_take up to two billing cycles to process such a request. You must pay the Minimum
Payment Due by the Payment Due Date on the Statement at the address provided. Failure to pay the Minimum
Payment Due by the Payment Due Date may result in Interest Charges and/or a Late Fee,as described in this
Agreement, forfeiture of applicable discounts and cancellation or interruption of charging privileges. We will
allocate Your payments to amounts due on Your Account in accordance with law and in the manner We
determine, without regard to any instructions You may provide. We will allocate Your Minimum Payments to
balances (including new transactions) with higher Annual Percentage Rate's (APR's) before balances with
lower APR's. This will result in balances with a higher rate of interest being paid before any other existing
balances. Even though Your payment may be credited to Your Account in the billing cycle in which the
payment is received, Your available credit may not be increased by the amount of the payment allocated to
principal until Your payment has cleared. All payments must be made in U.S. dollars. If You agreed to certain
pre-authorized payments (Automatic Payment Withdrawal(s)) We will deduct the payment(s) from Your
deposit account according to instructions You provide on the Valero Fleet Services Automatic Payment
Withdrawal Form. If You overpay,or if a credit balance is otherwise created in Your Account,We will not pay
interest on such amounts. If You post-date a check for payment, We may process the check immediately upon
receipt or returnit unpaid,at Our election,without in either case waiting until the date shown on the check. We
are not liable to You for any loss or expense incurred by You arising out of the action We elect to take.We may
accept payments marked "Payment in Full" or with words of similar effect without losing any of our
rights to collect the full balance of Your Account. Any payments marked "Payment in Full" or with
similar words must be sent to the following address: PO Box 631, Amarillo, TX 79145-0631, and We
reserve all rights with respect to any such payments. Except where prohibited by law, satisfaction of Your
Account balance for less than the New Balance requires written agreement signed by one of Our authorized
employees. Except to the extent permitted by law, You cannot disclaim responsibility of payment even though
an agreement, divorce decree, or court judgment to which We are not a party may affect You or any other
person or entity with responsibility to pay. We reserve the right to change,modify,suspend or discontinue any
payment method We may offer such as pay by phone or Electronic Funds Transfer (EFT) draft at any time
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without;prior notice.- If We do,:You can make Your payment by mailing Your,payment to PO Box. 300,::"
Amarillo.TX 79105-0300.
.
Minimum Payment Due.
The Minimum Payment Due will ibe.calculated using the revolving credit method unless prohibited by law or
unless Your account is not eligible for revolving credit.If this is the case,Your Minimum Payment Due will be. :
calculated using the non-revolving credit method;
Revolving credit:The Minimum Payment Due each:billing cycle is the greater of(l)the sum of (a)all past due
amounts,plus(b)1161h(one-sixth)of,the New Balance of Your Account at the.end of.the billing'cycle,plus(c)
the amount of any Account fees and Interest Charges posted to Your Account during the billing cycle,or(2).
$25. However, if the New Balance is less than$25,the Minimum Payment Due is the entire New Balance. We
will also include in Your Minimum Payment Due any part of the New Balance in excess of Your:Credit Limit.
Non-revolving.credit:The Minimum Payment Due each billing cycle is the New Balance.of Your accountat.the.
end of the billing cycle, which, if applicable, includes the amount of any Account fees and Interest Charges
posted to Your Account gccthe billing le
Po . X . .. .
Interest Charges.
When Periodic Rate Interest Charges Begin to Accrue Periodic rate Interest Charges will accrue daily on
Purchases.from the date that the transaction was posted to:Your Account -until the date each Purchase is:
completely repaid according to the payment allocation method then in effect. However, if the New Balance .:
shown on the Monthly Statement for the previous billing cycle was a credit balance or zero or waspaid in full
byits Payment Due Date,then( 1 We will not charge riodic rate Interest Charges duringthe current'billin�..:.
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cycle if You pay the New Balance,if any,shown on the Monthly Statement forthe current billing cycle by its
:Payment Due Date, and (2) We will credit any payment You make by the-Payment Due Date for the current .
: billing cycle as of the first:day of the billing cycle:
Rate of Interest Charges. The Tate of Interest Charges is determined by the state in which You receive Your
billing statement. .The:Monthly Periodic Rate and corresponding Annual.Percentage Rate are shown in the
Valero Fleet Services Interest Charge and Fee Schedule("Schedule.');which is at the end of this Agreement.
Calculating the Interest Charge. The balance method used to calculate the Interest Charge is determined by.the:
statein which You receive Your billing statement. The balancemethod is shown in the Schedule. See below
:for a description of.how We calculate the balance method used to calculate the Interest Charge applicable to
Your account. If•Your reside in a state:where We use the "average daily balance" method to calculate the
Interest Charge, We apply the periodic rate to the"average daily balance"of Your Account. If You reside in a
state where`.We use the"adjusted dail Y.balance"method'to calculate the Interest Charge,We apply the P eriodic.
rate to_the"adjusted daily.balance".
Calculating the Average Daily Balance. To get the "average daily balance",We take the beginning balance of-,
Your Account each day, add any new purchases and fees, and subtract any payments or credits, and unpaid
Interest Charges.Credit balances are treated as zero balances: This gives Us the daily balance. Then, We add
up all the daily balances for the billing cycle and divide the total by the number of days in the billing cycle.This
gives-Us the"average daily balance
Calculating the Adjusted Balance. We get the"adjusted balance"bytakingthe balance You owed at the end of
the previous billing cycle and then We subtract any unpaid Interest:Charges and any payments:and credits
received during the presentbilling cycle. . . ...
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Other Fees and Charges. We Will:assess iland nd charges in.the amounts listed in this.section and the Valero: ::
Fleet Services Interest Charge andFee Schedule.We may elect to waive any fees at sole discretion: Our
fees include:
Fleet Management Report Fee We may provide You.with Fleet Manaement Reports Reports")and We may
charge a fee for this service. The Reports contain data transmitted to Us by Merchants and, if applicable,Your-
employees or drivers. We.will attempt toensure the accuracy of the.Reports;but We do not guarantee their ..
:accuracy,and shall not be in any way responsible;or liable for any damage:resulting from any inaccuracy in any
::Report.. . .. . : .. -
Late Payment Fee. If You do not:pay the Minimum.Payment Due by the Payment Due Date shown on:a:
Statement,We may assess a Late Fee in the amount shown in the Schedule,based on the state of Your billing
• address.For states where the Late Fee is eqqual to:4 percentage, We apply that percentage tothe total amount
past due on Your Account at the time the fee is assessed,less any previous Late Fees.or Interest Charges. We :
will not assess aLate Fee for an amount greater than the past due amount.
-Returned Payment Fee. If Your payment, whether by check, electronic draft or otherwise, is not honored for its
full amount by Your bank for any reason, We may assess a Returned Payment Fee in:the amount shown in:the
Schedule,;based on the stateof Yolk billing address and subject to applicable law.'
-Miscellaneous Fees:'If You request certain program options, transaction:information, services or:maintenance
on Your.Account;additional.fees may apply. These fees include,but are not limited to account'maintenance. '
fees, statement reprint fees or invoice copy fees,overnight Mailing fees,or additional Card(s)fees. The amount
of these fees will be disclosed to You when You request theservice.- - .. ' . ::'
Returns and Adjustments. Credits to Your Account from any return or adjustment may be applied, in Our -
discretion;:to Your New Balance or future Purchases.
-. Tax Exemptions. Any person or entity that claims tax exempt status must provide proof of such exemption.
- Such exemptions may or may not be recognized by Us and any recognition is subject to change or revocation at :
any titne.:You agree to pay or reimburse Valero any;monies for. which an exemption.was recognized and-the.
exemption was rejected by the taxing authority.
Liahility for Unauthorized Use. You will'promptly notify Us of the;loss, theft, or unauthorized use of any
Card(s) or Account by calling Us at 1-877-882-5376 or writing to Us at PO Box 631, Amarillo, TX 79105- ::
0631. You.agree to provide written:confirmation of:any'notice if requested by Us.;Subject to any limitations :
_:__ imposed by law;-You will be liable to Us'for all Unauthorized use-of a Cardahat occurs before Your notification
- of such unauthorized use. You will not be liable for anyunauthorized use that occurs after You have notified
-Us,provided that,and subject to any limitations imposed by law,the unauthorized use is not the result of Your
lack of reasonable controls and:does not result in a benefit,'directly or indirectly,to You.:
What To Do If You Think You FInd An Error:On Your Statement:If:You think there is an error on Your
Statement, write to Us at:PO Box 631, Amarillo,TX 79105-0631. You:may also contact:Us by calling 1-877-
882=5376 or by emailing Us at fleet(avalero.com. We will need the following information:Your name and _
Account number and a description of the problem.You must contact Us within 60:days:after the error appeared
: on Your Statement: While an error is being investigated, any amount(s) in question may remain on Your
-Statement and We:may:continue to charge You interest on that amount.:After We finish Our investigation, We
will tell You Our decision. If We determine that an error occurred, We:will correct-Your Account and notify
You.If We think You owe an amount and You do not pay;We may report You as delinquent.
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Your Rights If You Are Dissatisfied With Your Credit Card(s)Purchases. If You are dissatisfied with the:.
... :: :goods or services that You have purchased.with Your credit Cards) You must contact the Merchant. You are
::: responsible for payment:in full of all charges made at any location(s)with a valid Card(s)and that:are processed :
bY'.Us . ::..:
; :Change of Terris -.We may add, delete, or:change the.terms of this:Agreement ("Change's):at any time,
including changes in the;Interest Rates (APR)or fees. We will give You a.notice of change as required by law.
To the extent permitted by-law,a Change may applyto all amounts outstanding on Your Account at the time the '
Change goes into effect. We may provide any notice under:this Agreement to.You electronically if permitted by:
law."
International Use of Cards/Currency Conversion,.Our Cards are issued for use.by Our United States based.. ' '
operations and United States based:Merchants.You may.not distribute Card(s)to:employees based in countries
other than the United States. Your Purchases will be billed in U.S. Dollars: If, :however, We expand Our.
:Valero Fleet Services into any country outside of the United States and allow use of the Card(s)in:such country,
. . : You(i) may distribute Card(s) to employees based in that country;(ii):will be billed in U.S. Dollars; (iii) will
receivereporting in English; and (iv) acknowledge that We will provide You a Currency Conversion.Fee
Schedule pr-iorto Our acceptance:of Your Purchases from such country.We will convert any Purchase made in: • :
: .� a foreign currency into a U.S.Dollar amount on the date the Purchase:is posted to the Account.'The exchange "
: :. :rate between the Purchase currency (the foreign currency) and the billing currency (U.S: Dollars) used for
processing international Purchases is a rate selected by Us using rates available in wholesale currency markets:.
f for the date:that the Purchase-is posted by Us and this:rate may differ from a rate applicable to Us or We may:
use the government mandated rate in effect at that time.The exchange rate used may differ from rates that are in
effect on the date of Your Purchase.Fluctuations can be significant: • :
Force Majeure; Limits on Liability; Security. We shall not be responsible to:You for losses or damages
resulting from the malfunction ornon-function of Cards)because of fire,electrical failure,communication line.
- :failures,terminal malfunction,labor dispute,act of God or other event beyond Our control.In no event shall We
be liable, in contract, tort or otherwise:for:incidental, consequential,: special or indirect damages. Certain _
products:and services offered to You by Us may be accessed by You through the:Internet. Although We use •
- security methods for Our.online products, security cannot be guaranteed. We disclaim all liability for any •
: security breaches of online communications or:for any electronics computer or other system failures.We are not
liable to any person for loss,liability or damages,including consequential or special damages;arising out of any
security'breaches or system failures.or any other defect.of the electronic online communication procedures,. .
including:loss due to data modification or destruction. ":
Our Right to Require Immediate Payment;Default; Collection Costs. We may decline toextend further" . :
• `" " credit to You or require immediate payment of all amounts You owe Us without notice'or demand under certain
' circumstances,including but not limited to when(I)You make a payment that is returned unpaid, (2)You fail
• to pay:any aount owed under this Agreement exa-ctlywhen due, (3) You exceed Your Total Credit Line,:(4)
You fail to abidebyany other term of this Agreement;(5)You default.onany other"credit obligation You have .. . ... .. .. --
with Us, (6) Your:ability to pay Us is-materially impaired (including,without limitation, if You file or have
- " filed:against You as 'debtor a proceeding under•any chapter,of the Bankruptcy Code), or (7):Your, legal or • -
ownership status changes.No rights;duties,or obligations arising prior to the termination of credit by Us shall-
be.impaiied by such termination::If You are in default,unlessProhibited by a licable law,You also.mustpay.
. . ... .. PP
Us or reimburse Us for all costs and disbursements,including reasonable attorney's fees,incurred by Us in legal
. ::: :proceedings (including bankruptcy proceedings)to collect or enforce the;debt.
.
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No Bankruptcy/Litigation. By accepting this Agreement, You represent that You do not contemplate and
have not filed any petition for bankruptcy protection and there has been no involuntary petition threatened or
filed against You. You do not anticipate filing any such bankruptcy petition and do not anticipate that an
involuntary petition will be filed against You. To Your knowledge there is no action, suit or investigation
pending or threatened against You or any of Your assets before any court or governmental authority which, if
determined adversely to You,would have a material adverse effect on Your business.
Call Monitoring and/or Recording. By accepting this Agreement and acknowledging Our commitment to
customer service, You consent to and authorize Us, any of
Our affiliates, and Our marketing associates to monitor and/or record (unless prohibited by law) telephone
conversations with Our representatives or the representatives of any of such companies. You also agree to
notify Your employees who may be in telephone contact with Our representatives that monitoring and/or
recording of conversations will occur.
Automatic Reminders. We may use automated telephone dialing, text messaging systems and email to
provide messages to You about Your Account. The telephone messages may be played by a machine
automatically when the telephone is answered, whether answered by You or another party. These messages
may also be recorded by Your answering machine or voice mail. You give Us permission to call or send a text
message to any telephone number which You have given Us and to play pre-recorded messages or send text
messages with information about this Agreement or Your Account over the phone. You also give Us
permission to communicate such information to You via email. You agree that We will not be liable to You for
any such calls or electronic communications, even if information is communicated to an unintended recipient.
You understand that,when You receive such calls or electronic communications,You may incur a charge from
the company that provides You with telecommunications,wireless and/or Internet services. You agree that We
have no liability for such charges.
Assignment. You agree that We may at any time assign Your Account,any sums due on Your Account, this
Agreement, or any of Ourrights or obligations under this Agreement to another person or entity without Your
consent or notice to You. The person or entity to whom We make any such assignment shall be entitled to all of
Our rights under this Agreement,to the extent assigned. You may not assign Your rights or obligations under
this Agreement.
Change of Ownership or Mailing Address; User Information. You must notify Us immediately of any
change of ownership or change to Your business name or mailing address from that shown on Your latest
periodic billing statement. Name and ownership change requests or change to mailing address must be
submitted in writing to PO Box 631,Amarillo,TX 79105-0631.You also agree to keep Your email address and
other Account information current. If You_use any of Our system(s), You agree to provide true, accurate,
current and complete information as requested and You agree not to misrepresent Your identity. You bear the
burden of any legal, regulatory, or other requirements, and any penalties and fees that may be assessed by
supplying false information to Us.You agree to use Our system(s)only for bona fide and lawful purposes. We
have the right to terminate Your access to such system(s)and You agree that We will not be held responsible or -
liable to You or any other person for such action.
Credit Information. You agree that We may make credit inquiries about Your business, and You, personally,
if You are a sole proprietor or extend a personal guaranty. We may make these inquiries in connection with
Your application, and for ongoing review, servicing, and collection of Your Account. We may furnish
information relating to this Account in response to credit inquiries from others and to credit reporting agencies.
We may report information about Your Account,and You,personally,if You are a sole proprietor-or extend a
personal guaranty, to credit reporting agencies. Late payments, missed payments, or other defaults on Your
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Page 8 of 11
Account may be reflected in Your credit report. If You believe that any information We furnish to a credit
reporting agency about Your Account is inaccurate,please write Us at PO Box 631,Amarillo,TX 79105-0631.
Include a copy of the report, if You have one, and a description of the information that You believe is
inaccurate.
Severability: No Waivers. Except as set forth in the Arbitration Provision,if any part of this Agreement is
found to be invalid,the rest remains effective to the fullest extent allowed by applicable law. Any failure or
delay by Us in exercising any of Our rights or remedies under this Agreement or under applicable law does not
mean that We will not be permitted to exercise those rights or remedies later. We may accept late payments or
partial payments without losing any of Our rights or remedies.
Governing Law(Not applicable to Arbitration Provision). This Agreement and Your Account are governed by
the laws of the state where Your billing address is located,without regard to its conflict of laws/principles and
the parties expressly consent to the exclusive jurisdiction of such courts for the resolution of any disputes under
this Agreement.Each party waives any objection to venue and any objection based on forum non conveniens in
any such court.To the extent,if any,that Maryland law applies to this Agreement,We elect the Credit Grantor
Closed-End Credit Provisions in Title 12,Subtitle 10 of the Commercial Law Code.
Termination of Agreement. This Agreement may be terminated at any time by Your written notice to Us. No
such termination shall affect Your obligations existing prior to such termination or Your responsibility for
charges made by You or Your employees/drivers after such date of termination. We may suspend or terminate
Your Account and this Agreement at any time.
BINDING ARBITRATION PROVISION.
YOU SHOULD READ THIS ARBITRATION PROVISION CAREFULLY. IT MAY IMPACT YOUR
RIGHT TO HAVE CLAIMS RELATED TO THE ACCOUNT HEARD IN COURT OR RESOLVED
BY A JURY,AND TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING.
Any claim,dispute,or controversy(whether based on contract,tort,statute,or otherwise,and whether seeking
monetary or any form of non-monetary relief such as equitable or declaratory relief)arising from or relating to
Your Account, any prior account, the Card(s), this Agreement or the relationship between You and Us
(collectively, "Claims"), upon the election of You or Us, will be resolved by binding arbitration on an
individual basis pursuant to this Arbitration Provision and the applicable rules and procedures ("JAMS Rules")
of JAMS ("JAMS") in effect when the Claim is filed. If JAMS cannot serve and the parties cannot agree on a
substitute,a court with jurisdiction will select the arbitrator.
For purposes of this Arbitration Provision:(A) the terms"We", "Us", and"Our"mean(1)Valero Marketing
and Supply Company, any servicer or subsequent holder of Your Account or the amounts due under-Your
Account, and all of their respective parents, subsidiaries, affiliates, predecessors, successors, assigns,agents,
employees,officers,and directors, (2)any Merchant that honors Your Card,and (c)any other person or entity
named as a defendant or respondent in a Claim asserted by You against Us; and (B) the terms "You" and
"Your" mean (1) the company or person(s) who applies for and accepts the Card or Cards issued on Your
Account,and(2)any person claiming through You,such as a guarantor, employee or authorized user. The term
"Claims" isto be given its broadest possible meaning, and includes pre-existing, present, and future Claims.
However, the term"Claim"does not include:(i)disputes about the validity,enforceability,coverage or scope of
this Arbitration Provision or any part thereof;which are for a court to decide. But disputes about the validity or
enforceability of the Agreement as a whole are for the arbitrator to decide,and(ii)any individual action by You
or Us in small claims or an equivalent court,unless that action is transferred,removed or appealed to a different
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Page 9 of 11
•
court. A party who has asserted a Claim in a lawsuit in court may elect arbitration with respect to any Claim(s)
subsequently asserted in that lawsuit by any other party.
IF EITHER YOU OR WE ELECT ARBITRATION:(i)NEITHER YOU NOR WE WILL HAVE THE RIGHT
TO LITIGATE IN COURT THE CLAIM BEING ARBITRATED,OR TO ENGAGE IN PRE-ARBITRATION
DISCOVERY EXCEPT AS PROVIDED IN THE JAMS RULES,(ii)NEITHER YOU NOR WE WILL-HAVE
THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR. MEMBER IN ANY CLASS ACTION,
REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR SIMILAR ACTION IN
COURT OR IN ARBITRATION and(iii)YOU WILL NOT BE PERMITTED TO JOIN OR CONSOLIDATE
YOUR CLAIMS WITH THOSE OF ANY OTHER PERSON EXCEPT AS SET FORTH BELOW. THE
ARBITRATOR'S DECISION WILL BE FINAL AND BINDING, EXCEPT FOR ANY APPEAL RIGHTS
UNDER THE FAA. OTHER RIGHTS AVAILABLE TO YOU IN COURT MAY NOT BE AVAILABLE IN
ARBITRATION. YOU EXPRESSLY WAIVE YOUR RIGHT TO A JURY TRIAL FOR ALL CLAIMS
BEING ARBITRATED.
You can obtain the JAMS Rules and forms by calling JAMS at(949)224-1810 or toll-free at 1-800-352-5267,
by visiting JAMS's Website at www.jamsadr.com or by writing to JAMS at 1920 Main Street,Suite 300,Irvine,
CA 92614. Any arbitration hearing, if one is held, will be held in the federal judicial district where You live.
To start an arbitration proceeding,the complaining party files an arbitration Demand as explained in the JAMS
Rules. If one party begins or threatens a lawsuit concerning a Claim,the other party can file a motion to compel
arbitration with the court. If the court grants the motion, the Claim must be resolved in arbitration. Filing,
administrative and arbitrator fees and costs will be paid by the parties in accordance with the JAMS Rules or as
otherwise agreed to by the parties or determined by the arbitrator. Each party shall bear the expense of their
respective attorneys, experts, and witnesses and other expenses, regardless of who prevails, but a party may
recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. The
arbitrator will not have the power to conduct any proceeding as a class action, representative action, private
attorney general action, or similar action. The arbitrator will have the power to decide only Your and Our
Claims against each other,and will not have the power to join other parties or consolidate other Claims with the
Claims between You and Us;provided,however,that joint applicants or cardholders of the same Account may
be joined in a single proceeding.
This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and will be
governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. § 1 et seq., as amended, notwithstanding any
choice-of-law provision in the Agreement. The arbitrator will apply applicable substantive law consistent with
the FAA and applicable statutes of limitations and will honor claims of privilege recognized at law. The
arbitrator may award all remedies that would apply in an individual court action(subject to constitutional limits
that would apply in court).At the request of either party prior to entry of an award,the arbitrator will provide a
written explanation of the basis for the award. Judgment upon any arbitration award may-be entered and
enforced, including without limitation by garnishment, attachment, foreclosure or other post judgment
remedies, in any-court-having jurisdiction. The arbitrator's decision will be final and bindin;except for any
right of court review provided by the FAA or state law,if applicable. --
This Arbitration Provision will survive payment or transfer of the Account or the termination of this Agreement
or the relationship between You and Us,or the bankruptcy of either You or Us if applicable law permits. If any
portion of this Arbitration Provision other than the provision precluding the arbitrator from having the power to
conduct any proceeding as a class action,representative action,private attorney general action,or similar action
is deemed invalid or unenforceable, it will not invalidate the remaining portions of this Arbitration Provision.
However, if the provision precluding the arbitrator from having the power to conduct any proceeding as a class
action, representative action, private attorney general action, or similar action is deemed invalid or
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Page 10 of 11
unenforceable in a proceeding between You and Us, then this entire Arbitration Provision (except for this
sentence) shall be deemed unenforceable in such proceeding, without impairing the right to appeal such
decision. If a conflict or inconsistency arises between the JAMS Rules and this Arbitration Provision, or
between the Agreement and this Arbitration Provision,this Arbitration Provision will control.
NOTICE TO THE BUYER:1.DO NOT SIGN THIS CREDIT AGREEMENT BEFORE YOU READ IT
OR IF IT CONTAINS ANY BLANK SPACE.2.YOU ARE ENTITLED TO A COMPLETELY FILLED
IN COPY OF THIS AGREEMENT.3.IF YOU DO NOT WANT THIS AGREEMENT TO BECOME
EFFECTIVE,THEN DO NOT USE THE CARD(S).
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Page 11 of 11
.-CERTIFICATE OF INTERESTED PARTIES •
FORM 1295
•
Complete Nos.1-4 and 6 it there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties.; CERTIFICATION OF FILING
1 Name of business entityfilingform,and the.city,state and count
y ry of the business entity's place . Certificate Number: .
of business. - : 2017-229230
• . Valero Marketing and.Supply Company
San Antonio,TX United States Date Filed:
2 Name of governmental entity or:sta'teagency that is a partyto the con tractfor which thefern is 06/27/2017: •
- being filed.
City of Corpus Christi • Date ckno ledged:" 1,02(
• . •• ? (_ ?ori
3 Provide the identification number used by the governmental entity or state agency to track or identify the c ntract;and provide a
• description of theservices,goods,or other property to be provided under the contract.
701
Standard Gasoline&Ultra-Low Sulfur Diesel for the Fleet;Fire,and Police Dept to be purchased at commercial locations.
•
4 -Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
•
•
•
•
•
•
5 Check only if there is NO Interested Party. ❑
X _
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct._ •
�a '�e r SARAH•E,JACKSON Valero ndSupplyC. ,an
�Pl� •. Notary Pubtlo
• ,[3.ye.p STATE OF TEXAS By, �' ' Craig M.Schnupp,Vice President 1 •
/4.000' My Comm.AXp..08I11i2019 ` Sign. ,e c autho•zed �t of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE ! �I
Craig M.Schnup,;Vice President of • -
Sworn to and subscribed before me,by the said Valero;Marketing and Supply Company this the t J
I day of_ ULY
- 20 .1 7 • to certify which,witness my hand and seal of office.
•
.5la_ckcon IIr ewuf� t
Signature of officer ad i istering oath Printed name of officer administering oath Title of offir er administeringoath:
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883