R2023-181 2023-08-14RESOLUTION NO. R2023-181
A Resolution of the City Council of the City of Pearland, Texas, renewing a
unit price contract for the purchase of motor fuel with Houston-Pasadena
Apache Oil Company, in the estimated amount of $1,000,000.00, for the period
of August 15, 2023 through August 14, 2024.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That competitive bids for the purchase of motor fuels have been obtained and
reviewed by the City.
Section 2. That the City Council hereby renews a contract with Houston-Pasadena
Apache Oil Company, in the unit supply amounts reflected in Exhibit “A” attached hereto.
Section 3. The City Manager or his designee is hereby authorized to execute a contract
for the purchase of motor fuels.
PASSED, APPROVED and ADOPTED this the 14th day of August, A.D., 2023.
________________________________
J.KEVIN COLE
MAYOR
ATTEST:
________________________________
FRANCES AGUILAR, TRMC, MCC
CITY SECRETARY
APPROVED AS TO FORM:
________________________________
DARRIN M. COKER
CITY ATTORNEY
DocuSign Envelope ID: 400032D9-2DAD-4015-895C-9F8133C766A2
City of Peurlclnd
3519 Liberiy Drive
Pealiclnd,TX 77581
SUPPLYCONTRACT NO #05224 6
For Moior Fuel
THIS contract ("Cun|rac|“)is entered into by and between me Clly urPeariarid,a Texas home-
rule municipal corpnnalion C‘Cily")and Houslon—Pasadena Apache Oil Currlpanyr LP(‘*Cunlrac1or")l and
consisling orthe folinwing parts:
i.summaryof Contract Terms
il.signatures
ill.Standard Contractual Frovislnns
iv,Special Terms and conrmions
v.Addilional contract Atlacnrnents
I.Summary of contract Terms.
contractor:Houston Pasadena Apache Oii Company,LP
5136 Spencer Hwy
Pasadena,TX 77501
Descripiian of supplies.contractor wiii provide delivery nl mulnr fuel,lor tne city of
Pearland,as needed.per specifications orBid #0622-16‘
Contract Anrounl:$1,oo0looo.oo
Elfaclive Date:August 15,2023
End Date‘August 14,2024
Renewals (3)renewais
Resolution No/ElidNo‘R2023-
l Buyboard #64921
Signatures
CITY or PEARLAND
Purchasing onicer Dale
‘Signed by:Date
SupevlnIendemIManager
Director
"Ciiy C0r1lraclSignaiurs AUIHOHIVISuperirl|erlden|IManager —up In $10,000Director-$10,001 -$30,000CityManagarlDspuIyIAss'is(an(City Manager»$30,001 +City Colmcii Rssolutiun over $50000SupplyConlraclStandardForm Page 1 or5ApprovedasIoLegalForm5.23 2021 DocuSign Envelope ID: E006FD45-0E43-4BE3-90B7-A49EFACF04458/17/2023 | 11:45 AM CDT8/17/2023 | 12:29 PM CDT
ll.Standard Contract Provisions
WHEREAS,Contractor has bid to provide supplies (“Supplies”)In response to Request for
BidIPropcrsaI or Quote No 0622-16 (“SaIii:Iiatiun"),which solicitation iriciudes the required scope
of work and all speci?cations and which Solicitation and the Contractor's bid or proposal response,
as applicable,are incorporated by reference In this Contract as Exhibits 1 and 2,respectively,as
if each were tuily set out here in Its entirety
NOW,THEREFORE,City and Contractor agree as tollows:
1.Scope.Contractor wili provide Supplies in accordance with the attached Scope oi Work,as
detailed in Attactlmentlt.the content at which is incorporated by reterenoe into this Contract
as iifuliy set out here in its entirety.and in accordance with Exhibit 2.
2.Term.This Contract is ior (1)one year,with pertormance commencing upon the ettective
data or the date orissuance oi the notice to proceed issued by the Contract Administrator or
the Purchasing Division,or upon the performance date listed in the notice to proceed.
whichever is later.The parties may mutually extend the Term orthis contract tor up to (3)
three additionai one-year pariuds ("Option F'eriod(s)"),provided,the parties do so by written
amendment prior to the expiration of the original term or the therrcurrent Option Period The
City‘s extension authorization must be executed oy the City Manager or designee.
3.Compensation and Flynlent.This Contract is tar an amount not to exceed
$1,000,000 on,auoiectto approved extensions and changes.Payment will be made for
Supplies completed and accepted oy the city within thirty (30)days oraooeptanoe,subject to
receipt at an acceptable invoice Contractor shall invoice no more ireouentiy than once per
month,All pricing must be in accordance with the attached EidlPricing Schedule,as shown
In Attachment B,the content oi which is incorporated,in its entirety.by reierence into this
Contract.Any amount not expended during the initial ternr or any option period may.at the
City's discretion,be allocated tor use in the next option period,
Invoices will be emailed to the following email address with a copy provided to the Contract
Administrator;
City ot Pearland
Attn:Accounts Payable
Email acoountspayab|e@gear|andtx.gov
A.Contract Administrator.The Contract Administrator designated by the City is responsible
for approval ot all phases of performance and operations under this Contract,including
deductions for non-performance arid authorizations tor payment The City's Contract
Administrator for this Contract is asioliows:
Name:Francesca Beltran
Phon 281.552.1946Eniai.iocitran@peariandtx.gov5.Insurance;Eonds.(A)Before performance can begin under this Contract,the Contractor must deliver aSuppiyContractStandardFormPage2oi5Approvedo:to Legal Form o.25.2n2i DocuSign Envelope ID: E006FD45-0E43-4BE3-90B7-A49EFACF0445
10.supply Contract standard Form
certilicate oi insurance (“CO|"),as proof of the required insurance coverages,to the
Contract Administrator.Addiliclnaliy,the col must state that the city shaii oeprovided
no less than thirty tau)days‘advance written notice orcancellation,material change in
coverage,or intent not to renew any orthe policies.The City must be named as an
additional insured The city Attorney must be given copies oi all insurance policies
within ten (10)days orthe city Manager or his designees written reouest.insurance
requirements are as stated in Attachment c,the entirety of which is incorporated oy
relerence into this Contract.
(E)i contractor shall provide any required payment bond.pertorniance bond,or ooth,prior
to commencement oi periornrance under this Agreement.The terms,conditions,and
amounts at the ponds and appropriate surety inrormation shall be included in the
RFBIRFP or as may pe added to Attachment c,and such content.the entirety of
which,shail oeincorporated into this contract y.
Purchase Release order.For muiliple-release purchases oi supplies to oe provided oythe
contractor over a period ortime,the City wiil exercise its right to epeciiy time,place and
quantity of supplies to be delivered in the toiiowing manner:the authorized city department
or division shall send to contractor a purchase release order signed by an authorized agent
at the department or division.The purchase release order shall reter to this Contract,and
supplies sttali not be rendered until the contractor receives the signed purchase release
order.
inspection and Acceptance.city may inspect all supplies ueiore acceptance.Any supplies
or products that are provided but not accepted by the City must be corrected or reworked
immediately at no charge to the city If immediate correction or reworking at no charge cannot
be made by the Contractor,replacement Supplies may be procured by the city on the open
market and any costs incurred.including additional costs over the item's oidiproposai price,
shall he paid by the contractor within thirty (sol days of receipt at City‘s invoice.
Warranty.
(A)The Contractor warrants that ali products suppiied under this Contract are new.quaiity
items that are tree from defects.tit for their intended purpose.and of good material and
workmanship.The Contractor warrants that it has clear title to the products and that
the products are tree of liens or encumbrances.
to)in addition,the products purchased under this contract shall be warranted oy the
contractor or,it indicated in Attachment D try the manutactuier,tor the period stated
therein,Attachment D.the entirety orwhich,Is incorporated into this contract.
Ouillityltluantity Adjustments.Any quantities indicated on the BidIF'ricirigSchedule are
estimates only and do not obligate the City to order or accept mare than the City‘s actual
raqttiramants not do the estimates restrict the City from ordering less than its actuai needs
during the term of the Contract including any Option Period.Substitutions and deviations (mm
the City's product requirements or speciiications are prohibited withuut the prior written
Not1—ApproprIatIon.The continuation this contract aher the close any tiscel year thecity,which iiscal year ends on septemper 30th annually,is subject to appropriations andbudgetapprovalspecificallycoveringthiscontractasanexpenditureinsaidbudget,and it iswithinthesolediscretionoitheClty‘s city council to determine whether or not to tund thiscontract.The city does not represent that this oudget item will be adopted.as saiddeterminationiswithinthecityCounc|i‘s sole discretion when adopting each oudget.Page 3 or.5ApprovedastoLegalFormo.2e.202l DocuSign Envelope ID: E006FD45-0E43-4BE3-90B7-A49EFACF0445
15.
Supply conimci Siandurd FormApprovedasloLegalFarm52a.2o2i
Independent Contractor.Contractor snail perlorm all work required by Ihis Coniracl as an
independent contractor and will Iurnish such Supplies in 15 awn manner and method,and
under no circumstances ur conditions will any ageril,servant or emplayee of the Contractor
be considered an employee oi the city
Amendments.This Cunlract may be amended or modi?ed only in writing and executed by
authorized represenlalii/es of ham parties
Waiver.No waiver by eilher party OI any breach OI any Ierm or condliinn n!this Contram
waives any subsequent breach of the same,
Taxes.The Contractor covenants lo pay payroll taxes,Medicare taxes,FICA (axes,
unemployment taxes and all other applicable taxes.Upon request,tile city Manager shall be
provided pmoioi payment oilhese taxes wiiiiin 15 days uisucii request.
Notice.Any nalice required under this Conlracl must be given by hand delivery,0!certified
mail,postage prepaid,and is deemed received on the day l1and—de|i\/ered or on the third day
after paslrnark il senl by Ceflilled mail.Nulice must be sent as Ioilows.
IF 10 CITY:
Cily or Pearland
Akin:Priya Bhakta
Title’Assistant Director of Engineering and Public Works
Address‘2015 old Alvin,Pearland TX 77581
Phone:281 1552,1854
IF TO CONTRACTOR:
Houslon—Pasadena Apache Oll Company,LP
Aim‘Tim Smith
Title:Accuunl Manager
Address:5136 Spencer Hwy,Pasadena TX 77501
Phuna:532 731.6763
Llablllty and Indemnlty.ANY PROVISION OF ANY ATTACHED CONTRACT
DOCUMENT THAT LIMITS THE CONTRACTOR’S LIABILITYTO THE CITY OR
RELEASES THE CONTRACTOR FROM LIABILITYTO THE CITYFOR ACTUAL OR
COMPENSATORY DAMAGES,LOSS,OR COSTS ARISING FROM THE
PERFORMANCE OF THIS CONTRACT OR THAT PROVIDES FOR
CONTRACTUAL INDEMNITYBY ONE PARTY TO THE OTHER PARTY TO THIS
CONTRACT IS NOT APPLICABLE OR EFFECTIVE UNDER THIS CONTRACT.
EXCEPT WHERE AN ADDITIONAL CONTRACT DOCUMENT PROVIDED BY THE
CITY PROVIDES OTHERWISE,EACH PARTY TO THIS CONTRACT IS
RESPONSIBLE FOR DEFENDING AGAINST AND LIABLE FOR PAYING ANY
THIS CONTRACTIN ACCORDANCE WITH APPLICABLE LAW.THIS PROVISIONDOESNOTAFFECTTHERIGHTOFEITHERPARTYTOTHISCONTRACTWHOISSUEDBYATHIRDPARTYFORACTSOROMISSIONSARISINGFROMTHISCONTRACTTOBRINGINTHEOTHERPARTYTOTHISCONTRAOTASATHIRD-PARTY DEFENDANTAS ALLOWED BY LAW.Page 4 ofé DocuSign Envelope ID: E006FD45-0E43-4BE3-90B7-A49EFACF0445
18.
19.
21.
22.
14.Supply Contract Siclndord Form
Dispute Resolution Procedures.The Contractor and city desire an expeditious means to
resolve any disputes that may arise between them regarding this Contract If either party
disputes any matter relating to this Contract,the parties agree to try in good faith,betore
bringing any legal action.to settle the dispute by submitting the matter to mediation eeiore a
third party who will be selected by agreement of the parties.The parties willeach pay one—haif
of the mediators fees.
Attorney‘:Fees.Should either party to this Contract bring suit against the other party for
breach of contract D!for any other cause relating to this Contract,neither party will seek or be
entitled to an award of attorney's fees or other costs relating to the suit
Termination.
(A)city Termination tor Convenience under this paragraph.the City may terminate this
contract during its term at any time tor the City's own convenience where the
contractor is not in daiault by giving written notice to contractor.it the city terminataa
this contract under this paragraph,the city will pay the contractor for all supplies
provided in aocordance with this contract to the date of termination.
ta)Termination tor Derautt.Either party to this Contract may terminate this contract as
provided In this paragraph irtho other party taila to compiy with its terms.The party
alleging the default shall provide the other party notice of the default in writing citing
the terms of the Contract that have been breached and what action the defaulting party
must take to cure the default.it the party in detauit rails to cure the deiault as speci?ed
in the notice,the party giving the notice of detauit may terminate this contract by written
notice to the other party,specifying the date cttermination.Termination of this contract
pursuant to this paragraph does not affect the right of either party to seek remedies tor
breach orthe contract as allowed by law.including any damages or case sutrsreo by
either party
Ownerls Manual and Preventative Maintenance.Contractor agrees to provide a copy of
the owner's manual and/or preventative maintenance guidelines or instructions it available for
any equipment purchased by the City pursuant to this contract contractor must provide such
documentation upon delivery of such equipment and prior to receipt at the final payment by
the city.
Limits on or Llatblllty.The C|ty‘s maximum liability underthis Contract is limited to the total
amount of compensation listed in this Contract In no event shall the City be liable for
incidental,consequential or special damages.
Assignment.No assignment of this Contract by the Contractor.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 Contract by the Contractor is of the essence of this
Contract,and the City Managers right to withhold consent to such assignment is within the
sole discretion of the City Manager on any ground whatsoever.
applicable law,such invalidity shall not impair the operation of not affect those purtions 01 thisContractthatarevalid,but this Contract shall be construed and enforced in all respects as iftheinvalidorunenforceableprovisionorparthadbeenomittedOrderofPrecedence.in the event of any conflicts or inconsistencies between this Contract,its attachments.and exhibits,such ccintiicmand inconsistencies will be resolved by referencePage5oi5ApprovedastoLegalForma.2s.2o2t DocuSign Envelope ID: E006FD45-0E43-4BE3-90B7-A49EFACF0445
25.
29.
to Ihe documents In the iolluwlrig order of priority:
A.this Contract (excluding altacrlmerlls and exhibits):
B.lls attachments;
C.the bid solicitation document including any addenda (Exhibit 1),then,
D.the Cnniraclofs bid response (Exhibit 2).
Certificate of Interested Parties.Caritractoragrees in comply with Texas Government Code
Section 2252.908,as it may be amended,and in Corrlpiete Form 1295 “Certi?cate of
Interested Parties"as part orthis Contract if required by said statute for items approved by
City Council.
Governing Law.Contractor agrees to coirlpiy with all lederai,Texas,and city laws in the
oeriormanceof this contract.The applioeole law lor any legal disputes arising out orthis
contract is the law oi the state orTexas,and such term and venue for such disputes is the
aporooriate district,county,or yustice court in and rorBrazuria County,Texas
its.as.In accordance with chapter 2270 of the Texas Gnvarrimerit Code,the signatory
executing this contract on oenalr orcompany verihes that the cumpany does not boycuit lsrael
and willnot boycott lsrael during the term orthis contract,This clause is suoiectto companies
with ten or more lull time employees and the contractvalue is $100,000 or more that is to be
oaidwholly oi partially with public funds oi the governmental entity
Fubllc lntormation Act Requirements.This paragraph applies only to agreements that have
a stated expenditure of at least $1,000,000 or that result in the expenditure of at least
$1,000,000 by the City The requirements of suochapter J,chapter 552.Government code,
regarding certain entities requirement to provide contracting iniormatlon to governmental
bodies in connection with a ptlhiic lnronnation requesi,may apply to this contract and the
Contractor agrees that lhs contract can be terminated if 015 Contractor knowingly or
intentionally fails to comply with a requirement oi that suochapler.
Entire contract.This contract constitutes the entire agreement between the ponies
concerning the auojeot matter of this Contract and supersedes all prior negotiations,
arrangements,agreements,and understandings,ellher oral or written,between the parties
III.special Terms and conditions.None.
IV.Additional contract Documents
Attached and incorporated by Reference:
Attachment A"scope orWork
Attachment av aid/Pricing schedule
Atlacrlrvlerllco Insurance and Bond Requirements
incorporated by Reference Only:Exhibit 1:RFBIRFP/Quote NO.D622—16Exhibit2'Cnrltracto?s Bid/Proposal RespunsasupplycontractstandardForm Page is ol .5ApprovedastoLegalFormo.2s.202l DocuSign Envelope ID: E006FD45-0E43-4BE3-90B7-A49EFACF0445
ATTACHMENT A —SCOPE OF WORK
Vendor shall prcwde the de?very of motor fuel to the Cily of Pearland,as needed.per Ihe speci?caltons ol
RFBIRFF/Quote No.062246 F?cing is as follows psrconfraclufs response to the same.as listed per
Altachmsnl B‘DocuSign Envelope ID: E006FD45-0E43-4BE3-90B7-A49EFACF0445
ATTACHMENT B —BIDIPRICING SCHEDULE
Per the Scope of Work provided in the bid:
3.0 BID PRICE FORMULA
3.1 The unit price will be determined lrorn the posted price for a parlicular motor fuel as listed in
the Oil Price Information Service (OPIS),Report for Houston,Texas.Rack Prices.The last daily
report published prior to delivery will provide the base price for application of the pricing
formula above.The report shall be as published by OPIS.Worksheets have been provided
to aid In submitting pricing.
3.2 Contractor agrees to supply and deliver,as requested,motor luels based on the following
formula:the OPIS unit price plus a ?xed dilferentiai.The differential shall include all freight
and handling except for any statutory state or federal lee ortax (The City of Pearland is
exempt from lederal luel taxes.We do pay state fuel tax on gasoline and diesel.)
3.3 Deliveries shall be made on a net gallon basis,temperature corrected to sixty degrees (60)
degrees Fahrenheit‘DocuSign Envelope ID: E006FD45-0E43-4BE3-90B7-A49EFACF0445
ATTACHMENT 0 —INSURANCE REQUIREMENTS
Purcluslnn Deparlmunl
City of Pearland 2:;-65217755avamLlberly?rlve
:=u-um‘rx 77554
contractor Insunnce Rnqulmmanm 3.Agreement
Cnnlrululs performing work on anyprupurly or numb:ngn|1:l—way[M Ina Cny m Fenland mu provide m.City a
oertwnale cl lnsumme or .nnpvyol (hair lmuvanca pmym mudencmg me cmrevages and mveluge pmvisiuns
luenwsn herein Cnn|rzr:|nrs mu pmvkia lhe cmuwdancc lha|aI!subcanhi:1on pe?orming walk on mepmis~:1
hava lhsiame [was and amounts nlcnvemges as reqmmd >1-reinor Ihauhu wbuonlliclms are mama under Ins
conlmclnrs policy.
An Irmlvanua cumpaniei and oavsraaesmust be nulhmlzad by the fixes Dsplnmonls?Vniuvanctiotransact
busmu:mmasun.omxu and must be zr.oemab\elame Oily al Pamnnd
mum mm nralhe types um amounts A71in:uvarwenequl|s?.TheCIly resewes me righnn amend orraquvs
addmonnl |ypas and nrnnunls almvernusnurpvvwixbnxdspsndmg an wenzlure nunswork.
has :2?Insunmcs Auoum ui mums:Fnuvlsmus
1 Worksri Cumvensaliun Slamury Llmlls FnrWC,CGL and EALmeany 5
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,suanommon.
2.nmmmxaxGenera‘(Puma)Parmrul mymy-$1,000,000 peruammy(can to mduds wvelage pstsnn;Fmpany Dnmage-fd‘L“,';',}‘;,‘f,(‘;,',§“,“;:‘°?"°“jf;"'5
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ATTACHMENT D —WARRANTY
Items or services Shel!conform In the proposed specificaliuns and 3”Warranties as stated in the Unlform
Commercial Code and be free from all defects in materlal,warkmanshxp and title‘DocuSign Envelope ID: E006FD45-0E43-4BE3-90B7-A49EFACF0445
City of Pearland
3519 Liberty Drive
P??il?lldt Texas 77581
June 21,2023
Houstnn Pasadena Apache Oil Company,LP
Altn:Janet Murray
PO Box 177
Pasadena.TX77501
Email‘janetrn@epel:heol|cumpany.mrrt
RE:contract Renewal #1 Motor Fuel
clly otPearland Con|rer:tirO62Z»16
Deer Janet:
1'he ebmle reterenoed contract expires on August 3.2023.Pursuant to the contract.contract renewals
are at the sole optiun of the City.This letter Is to Inrurrnyau that the C||y Is exercising its right to renew
lhe Contract for re one-year period.wlllcrl willbegln Immedlately upon the explrallcln of the current IBM!
and willend on August 8.2024.All nltter terms and condltlnns uftrle Contract will remain unchanged.
Please return this signed acknowledgement letter,along wlm a copy of your current Insurance
certlflclte,Ind current W43(mm to the e-mall address set forth below,acknowledging recelntor
the Notice orcontract Renewal.
lrynu have any questions concerning this contract Renewal Notlne,please oontact me at the telephone
number listed below.
lfyou are Interested ln exerclslng tnls renewal option under meterms,conditions.and pricing,then
please sign on lne rellowing page.and return to me vla email to e§mz@gear|ant1tx.guv
Should yuu naveany questions,please contact me at (131)5524775.
Sincerely,AllieCruzBuyer Page 1 or z DocuSign Envelope ID: E006FD45-0E43-4BE3-90B7-A49EFACF0445
Agreement to Renew Contract
contract Renewal #1:
Motor Fuel
City ofPeav|end Contraci.#D522-16
By executing this document.eontractcr veri?es:
l)That It desires to exercise the renewal option under the same terms,conditions.and pricing,beginning August 8,2023 impugn August 8,2024.
Z)ifiat It does not boycott Israel,and agrees that during the term oi this Contract wili not boycott
Israel as that term is de?ned In Texas GovernmentCode Section ?D8,?D1.as amended:
3)itIa|,pursuant to Texas Government Code.Chapter 2252.Section 2252.152 and section
2252.153,it does not appear an the Comptroller of the State oi Texas listing at companies whichdobusinesswithiran.Sudan or any Foreign Terrorist Organization,is identi?ed under Section8051751.section 307.051 or Section 2253.253,listing urcornpanies.
City of FearlandiTexas Houston Pasadena Apache Oil Co.,LF'
09/\AJ 42<KmMr‘?s8a.P/V
sianmne Ignaug UL
ihm Fm,,4<i—w /W/I/Mr /5&E1’~L
Printed Name PrimedNlme
36m-+<..+iDu'd'UV C 5 @
Title Titte
Page 2 ur2 DocuSign Envelope ID: E006FD45-0E43-4BE3-90B7-A49EFACF0445