Agreement with Orion Oil, LLC a t-s e Co z o l$
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ASSIGNMENT AND ASSUMPTION OF AGREEMENT
AND
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
This Assignment and Assumption of Agreement and Consent to Assignment and
Assumption of Agreement("Assignment and Assumption Agreement") is entered into this
O day of Sap , 2019 ("Effective Date"), by and among the City of Miami
Beach, a Florida municipal corporation whose address is 1700 Convention Center Drive,
Miami Beach, Florida 33139 (the "City"), B.V. Oil Company, Inc., a Florida corporation
whose principal address is 7950 NW 58th ST, Doral, Florida 33166 ("B.V. Oil" or
"Assignor"), and Orion Oil, LLC., a Florida limited liability corporation whose principal
address is 5200 NW 77th CT, Doral, Florida 33166, a Florida limited liability company
authorized to do business in Florida.("Orion Oil"or"Assignee").
WITNESSETH:
WHEREAS, on June 6th, 2018, the Mayor and City Commission approved the
award of Invitation to Bid(ITB)2018-014-AG(the"Agreement")to B.V. Oil for pick-up and
delivery of unleaded gasoline and diesel fuel; and
WHEREAS, on June 20, 2018, the City and B.V. Oil executed the Agreement,which
services include pick-up and delivery of unleaded gasoline and diesel fuel, as more
particularly set forth in the Agreement which is attached hereto as Exhibit"A"; and
WHEREAS,on June 28,2019, B.V. Oil completed a merger with Orion Oil, a Florida
limited liability company, with Orion Oil emerging as the surviving entity; and
WHEREAS, Orion Oil is authorized to conduct business and provide unleaded
gasoline and diesel fuel pick-up and delivery in the state of Florida and Orion Oil currently
operates fuel services in the state of Florida; and
WHEREAS, B.V. Oil and Orion Oil seek the City's consent to the assignment and
assumption of the Agreement from B.V. Oil to Orion Oil in accordance with Article F of the
Agreement; and
WHEREAS, pursuant to Article F of the Agreement, any assignment of the
Agreement requires the written consent of the City Manager;
NOW, THEREFORE, the City, B.V. Oil, and Orion Oil, for and in consideration of the
mutual covenants, agreements and undertakings herein contained, do by these presents
mutually covenant and agree as follows:
1. The above recitals are true and correct and are incorporated herein as part of this
Assignment and Assumption Agreement.
2. B.V. Oil does hereby absolutely transfer and assign to Orion Oil any and all of B.V.
Oil's rights, title, obligations, liabilities and interest in and to the Agreement.
3. Orion Oil does hereby consent to and accept the assignment of the Agreement and
further assumes and agrees to perform all the duties and obligations of B.V. Oil as
set forth in the Agreement, and Orion Oil further agrees to be subject to all liabilities,
Page 1 of 4
conditions and restitutions to which B.V. Oil is or may become subject to under the
Agreement.
4. Upon the effective date of this Assignment and Assumption Agreement, all
references to"B.V. Oil Company, Inc." or"Contractor"as set forth in the Agreement
shall hereinafter be deemed to refer to Orion Oil, LLC.
5. Notwithstanding the execution of this Assignment and Assumption Agreement, B.V.
Oil and Orion Oil shall remain jointly and severally liable for all claims, rights, causes
of action, remedies, liabilities or interest pursuant to the Agreement for services or
obligations performed or to be performed prior to the Effective Date of this
Assignment and Assumption Agreement.
6. Simultaneously herewith, Orion Oil shall furnish to the City's Risk Manager
Certificates of Insurance or endorsements evidencing the required insurance
coverage as set forth in the Agreement.This Assignment and Assumption Agreement
shall not become effective until Orion Oil provides the City with acceptable
Certificates of Insurance or endorsements as set forth in the Agreement
7. B.V. Oil agrees to indemnify, defend and hold harmless the City from any and all
losses, damages, and liabilities, including attorneys' fees and expenses, which
directly arise from this Assignment and Assumption Agreement.
8. B.V. Oil and Orion Oil each hereby represent and warrant to the City that the
execution, delivery and performance of this Assignment and Assumption Agreement
are within each of its corporate powers and have been duly authorized by all
necessary corporate or other action, and that this Assignment and Assumption"
Agreement constitutes each of its legal, valid and binding obligation.
9. Upon the effective date of this Assignment and Assumption Agreement, all written
notices given to the Contractor under the Agreement shall be addressed to:
Orion Oil, LLC.
5200 Northwest 77 Court
Doral, Florida 33166
Attn: Mahmud Shihadeh
Tel: 954-444-3795
Email: mahmud@orionoil.com
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 2 of 4
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to
be executed by their appropriate officials, as of the date first entered above.
FOR CONTRACTOR(ASSIGNOR): B.V. OIL COMPANY, INC.
ATTEST:
B 1 SLS /, ,.
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1\c ., c` N. ��V�+7-- ,ter.,.. (ienn,ker Yn4u‘ �
Priit Name/Title Print Name/Title
Date: 1St l V%
FOR NEW CONTRACTOR(ASSIGNEEZ: ORION OIL, LLC.
ATTEST:
no / . ; l It 1 VGrlr, r yrr-krer e
Print N N. e/Title Print Name/Title
Date: /41 1
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
The City hereby acknowledges and consents to the Assignment and Assumption
Agreement, pursuant to Article F of the Agreement, without warranties of any kind
whatsoever being made incident to this Consent or the Assignment and Assumption
Agreement.
FOR CITY:, CITY OF MIAMI BEA , FLORIDA
ATTEST:
By: ktV� 1lt— ���
Ra ael E.Granado;,CIlryv lerkg&NI,, Jim " L. Mora •s, City Manager
`` �h
SES T i ,��P.. � .'-q0 ♦
Date: .. • ♦ APPROVED AS TO
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EXHIBIT 1
AGREEMENT
Page 4 of 4
al MIAMJBEACH
CITY OF MIAMI BEACH
CERTIFICATION OF CONTRACT
TITLE: For Pick Up and Delivery of Unleaded Gasoline and Diesel Fuel
CONTRACT NO.: ITB 2018-014-AG
EFFECTIVE DATE(S): This Contract shall remain in effect for a period of two (2) years from
date of execution by the Mayor and City Clerk of the City of Miami
Beach, and may be extended at the sole discretion of the City,
through its City Manager, for three (3) additional (1) year terms.
SUPERSEDES: NA
CONTRACTOR(S): BV Oil Company Inc.
(Primary Vendor for Item B1)
ESTIMATED ANNUAL CONTRACT AMOUNT: N/A
A. AUTHORITY - Upon affirmative action taken by the Mayor and City Commission of the
City of Miami Beach, Florida ("City"), on June 6`h, 2018, approving the award of this
Contract, and upon execution thereof by the City and BV Oil Company Inc., a Florida
corporation (the "Contractor").
B. EFFECT - This Contract is entered into to provide for Pick Up and Delivery of Unleaded
Gasoline and Diesel Fuel pursuant to City Invitation to Bid No. ITB 2018-014-AG and
any addenda thereto (the ITB), and Contractor's bid in response thereto (this Contract,
the ITB, and Contractor's bid in response thereto may hereinafter collectively be referred
to as the "Contract Documents").
C. ORDERING INSTRUCTIONS - All blanket purchase orders shall be issued in
accordance with the City of Miami Beach Department of Procurement Management
policies and procedures, at the prices indicated, exclusive of all Federal, State and local
taxes. All blanket purchase orders shall show the City of Miami Beach Contract Number
2018-014-AG.
D. CONTRACTOR PERFORMANCE - City of Miami Beach departments shall report any
failure of Contractor's performance (or failure to perform) according to the requirements
of the Contract Documents to City of Miami Beach, Javier Del Rio/Senior Management,
Fleet Department at 305-673-7000 ext. 3602.
E. INSURANCE CERTIFICATE(S) - The Contractor shall file Insurance Certificates, as
required, which must be signed by a Registered Insurance Agent licensed in the State of
Florida, and approved by the City of Miami Beach Risk Manager, prior to delivery of
supplies and/or commencement of any services/work by Contractor.
F. ASSIGNMENT AND PERFORMANCE - Neither this Contract nor any interest herein
shall be assigned, transferred, or encumbered by Contractor without the prior written
consent of the City. In addition, Contractor shall not subcontract delivery of supplies, or
ITB-2018-014-AG Page 1
Page 2
Certification of Contract
any portion of work and/or services required by the Contract Documents without the prior
written consent of the City.
Contractor warrants and represents that all persons providing/performing any supplies,
work, and/or services required by the Contract Documents have the knowledge and
skills, either by training, experience, education, or a combination thereof, to adequately
and competently provide/perform same, or services to City's satisfaction, for the agreed
compensation.
Contractor shall provide/perform the supplies, work, and/or services required under the
Contract Documents in a skillful and respectable manner. The quality of the Contractor's
performance and all interim and final product(s) and /or work provided to or on behalf of
City shall be comparable to the best local and national standards.
G. SERVICE EXCELLENCE STANDARDS— Excellent Customer Service is the standard of
the City of Miami Beach. As a Contractor of the City, Contractor will be required to
conduct itself in a professional, courteous and ethical manner, and at all times adhere to
the City's Service Excellence standards. Training will be provided by the City's
Organizational Development and Training Specialist.
H. PUBLIC ENTITY CRIMES — Contractor acknowledges that the provisions of the Public
Entity Crimes Act, Section 287.133, Florida Statutes, shall apply to this Contract, which
statute provides, in pertinent part, that a person or affiliate who is a contractor,
consultant or other provider, who has been placed on the convicted vendor list following
a conviction for a public entity crime may not submit a bid on a contract to provide any
goods or services to the City, may not submit a bid on a contract with the City for the
construction or repair of a public building or public work, may not submit bids on leases
of real property to the City, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with the City, and may not
transact any business with the City in excess of the threshold amount provided in
Section 287.017, Florida Statutes, for category two purchases for a period of 36 months
from the date of being placed on the convicted vendor list. Violation of this section by
Contractor shall result in cancellation of the Contract and may result in Contractor
debarment.
INDEPENDENT CONTRACTOR - Contractor is an independent contractor under this
Contract. Supplies, work, and/or services, provided by Contractor pursuant to the
Contract Documents shall be subject to the supervision of Contractor. In providing such
supplies, work, and/or services, neither Contractor nor its agents shall act as officers,
employees, or agents of the City. This Contract shall not constitute or make the parties
a partnership or joint venture.
J. THIRD PARTY BENEFICIARIES - Neither Contractor nor City intends to directly or
substantially benefit a third party by this Contract and/or the Contract Documents.
Therefore, the parties agree that there are no third party beneficiaries to this Contract
and that no third party shall be entitled to assert a claim against either of them based
upon this Contract and/or the Contract Documents. The parties expressly acknowledge
ITB-2018-014-AG Page 2
that it is not their intent to create any rights or obligations in any third person or entity
under this Contract and/or the Contract Documents.
Page 3
Certification of Contract
K. NOTICES - Whenever either party desires to give notice to the other, such notice must
be in writing, sent by certified United States Mail, postage prepaid, return receipt
requested, or by hand-delivery with a request for a written receipt of acknowledgment of
delivery, addressed to the party for whom it is intended at the place last specified. The
place for giving notice shall remain the same as set forth herein until changed in writing
in the manner provided in this section. For the present, the parties designate the
following:
For City:
Javier Del Rio
City of Miami Beach
Fleet Management Department
140 MacArthur Causeway,
Miami Beach, Florida 33139
Phone:305-673-7000 ext. 3602
Email: javierdelrio(c�miamibeachfl.gov
With copies to:
City Clerk
City Clerk Office
1700 Convention Center Drive
Miami Beach, Florida 33139
For Contractor:
BV Oil Company Inc.
7950 NW 58 Street
Doral, FL. 33166
Attn: Alejandro Varas
Phone: 305-593-0705
E-mail: alexvna bvoil.com
L. MATERIALITY AND WAIVER OF BREACH - City and Contractor agree that each
requirement, duty, and obligation set forth in the Contract Documents is substantial and
important to the formation of this Contract and, therefore, is a material term hereof.
City's failure to enforce any provision of the Contract Documents shall not be deemed a
waiver of such provision or modification of this Contract. A waiver of any breach of a
provision of this Contract shall not be deemed a waiver of any subsequent breach and
shall not be construed to be a modification of the terms of this Contract.
M. SEVERANCE - In the event a portion of this Contract and/or the Contract Documents is
found by a court of competent jurisdiction to be invalid, the remaining provisions shall
continue to be effective unless City or Contractor elects to terminate this Contract. An
ITB-2018-014-AG Page 3
election to terminate this Contract based upon this provision shall be made within seven
(7) days after the finding by the court becomes final.
Page 4
Certification of Contract
N. APPLICABLE LAW AND VENUE - This Contract and/or the Contract Documents shall
be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either
party with respect to the enforcement of any or all of the terms or conditions herein
exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By
entering into this Contract, Contractor and City hereby expressly waive any rights
either party may have to a trial by jury of any civil litigation related to, or arising
out of the Contract and/or the Contract Documents. Contractor, shall specifically
bind all subcontractors to the provisions of this Contract and the Contract
Documents.
O. AMENDMENTS - No modification, amendment, or alteration in the terms or conditions
contained herein, or in the Contract Documents, shall be effective unless contained in a
written document prepared with the same or similar formality as this Contract and
executed by the City and Contractor.
P. This Contract shall not be effective until all bonds and insurance(s) required under the
Contract Documents have been submitted to, and approved by, the City's Risk Manager.
Q. The ITB and Contractor's bid in response thereto, are attached to this Contract and are
hereby adopted by reference and incorporated herein as if fully set forth in this Contract.
Accordingly, Contractor agrees to abide by and be bound by any and all of the
documents incorporated by the Contract Documents. Where there is a conflict between
any provision set forth within (i) this Contract; (ii) the ITB; and /or (iii) Contractor's bid in
response thereto, the more stringent provision (as enforced by the City) shall prevail.
R. Contractor shall have no entitlement to perform any services hereunder, or to be
compensated for any services, unless set forth in a written Purchase Order.
S. ADDITIONAL ITEMS / SERVICES. Although this solicitation and resultant contract
identifies specific goods, services or facilities ("items"), it is hereby agreed and
understood that the City may require additional items to be added to the Contract which
are ancillary or supplemental to the items specified herein and required to complete the
work. When additional items are required to be added to the Contract, awarded
vendor(s), as applicable to the item being requested, under this contract may be invited
to submit price quote(s) for the additional items. If these quote(s) are determined to be
fair and reasonable, then the additional items will be awarded to the current contract
vendor(s) through either a Purchase Order (or Change Order if Purchase Order already
exists) or an amendment to the Contract. Additional items with a cumulative value of
$50,000 or less may be approved by the City Manager. City Commission approval is •
required for additional items with a cumulative value greater than $50,000.
ITB-2018-014-AG Page 4
Page 5
Certification of Contract
IN WITNESS WHEREOF the City and Contractor have caused this Certification of
Contract to be signed and attested on this ...- day of �w.�. , 2011 , by their
respective duly authorized representatives. c�
BV OIL COMPANY INC. CITY OF MIAMI BEACH
rBy ,r V, ., By -
Presi• - M "`rire Mayor
4%.!\•-v-c\hc, )404,
Print Naze
ATTEST: ATTEST:
•JoAAA
.71=y/ Signature Rafael E. Granado, City Clerk
n li va • V Q rAS ......,„_1441,11.471.2 01
Print Name •r�\ •
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Date * `.�ti3ORP
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44% CH -''G '-ED AS TO
SRM & LANGUAGE
&FOR EXECUTION
City Attorney Date •
ITB-2018-014-AG Page 5
ATTACHMENT A
RESOLUTION COMMISSION ITEMS AND COMMISSION
MEMORANDUM
Competitive Bid Reports-C2 C
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: June 6, 2018
SUBJECT: REQUEST FOR APPROVAL TO AWARD A CONTRACT PURSUANT TO INVITATION TO BID
(ITB) NO. 2018-014-AG, FOR UNLEADED GASOLINE AND DIESEL FUEL (DELIVERY AND
PICK-UP).
RECOMMENDATION
The Administration recommends that the Mayor and City Commission of the City of Miami Beach, Florida approve the City
Manager's recommendation pertaining to the bids received, pursuant to ITB 2018-014-AG, for unleaded gasoline and diesel
fuel.
ANALYSIS
Multiple departments within the City require regular and diesel fuel for daily operational needs (e.g.,vehicle fueling,generators,
etc.) in an estimated annual amount of$1,800,000. The Fleet Management Department requires fuel to supply the fuel tank
located at 140 MacArthur Causeway, Miami Beach, FL 33139 which serves all City vehicles. The department also operates a
Tank Wagon which is fueled at the vendor's fuel depot. Other City departments, such as Public Works and Property
Management Departments require,fuel from a Tank Wagon to supply permanent generators at pump stations.The Public Works
Department often deploys temporary pumps during high tides or other extreme weather events to mitigate flooding that require
continuous refueling. Finally,the Police Department also deploys portable generators and light towers for special events,which
require refueling during periods of deployment.
Since fuel is a commodity whose pricing is influenced on a daily basis by many factors,it is not possible or desirable to seek bids
for fixed per gallon pricing as contractors would not be able to hold pricing or would bid extremely high prices to mitigate volatility
risks. Most governmental organizations utilize an industry pricing benchmark known as Oil Price Information Services (OPIS).
OPIS publishes a daily pricing standard for every type of fuel. Most governmental contracts are based on the OPIS pricing for
the type of fuel required plus or minus the differential offered by the bidder. See Attachment C for an informational brochure on
OPIS. As such, what most governmental entities actually bid, including the referenced ITB, is the differential (mark-up or
discount)that the bidder would apply to the daily OPIS price for the required fuel.
JTB PROCESS
ITB No.2018-014-AG was issued on April 6,2018,with a bid opening date of May 7, 2018. Two(2)addendums were issued.
The Procurement Department issued bid notices to 69 companies utilizing www.publicpurchase.com website and an additional
22 email notifications. Forty-two (42) prospective bidders accessed the advertised solicitation. The notices resulted in the
receipt of five (5)responses from: RKA Petroleum Companies, Inc., BV Oil Company, Pro Energy LLC, Urbieta Oil, Inc. and
Mansfield Oil Company of Gainesville, Inc.See Attachment Afor bid tabulation.
The bids submitted by Pro Energy LLC and RKA Petroleum Companies, Inc.did not provide the Supplier Qualification Report
(SQR)from Dun&Bradstreet as required by the ITB.Thus,their bids had to be deemed non responsive.
The ITB stated that the lowest responsive, responsible bidder meeting all terms,conditions,and specifications of the ITB would
be recommended for award. In its due diligence, the Procurement Department determined that the lowest responsive,
responsible bidders meeting all terms,conditions,and specifications of the ITB for each group are as follows:
Group Al -Transport(Delivery 5,000gal or greater)
Primary-Mansfield Oil Company
Secondary-Urbieta Oil,Inc.
Group A2-Tank Wagon(Delivery 1,000-5,000gal)
Primary-Urbieta Oil,Inc.
Group A3-Truck Delivery(Delivery uo to 1.000aall
Primary-Urbieta Oil, Inc.
Group B1 -Pick-up by City
Primary-BV Oil Company
Secondary-Urbieta Oil,Inc.
Below is a brief summary of the companies:
Mansfield Oil Company of Gainesville.Inc.
Mansfield has been in business for 60 years and is an awarded vendor to multiple contracts such as Miami Dade County
Contract No.3143-9/18-9 and State of Florida Contract No.405-000-10-1. In the past three(3)years,the City has procured fuel
from Mansfield pursuant to the State of Florida contract.According to the information provided by Mansfield, other customers
include: Hillsborough Area Transit Authority(HART), FL, Miami-Dade County Schools, FL and Putnam County Schools, FL.
Additionally, Mansfield has access to multiple terminals located throughout the State of Florida,including Port Everglades,Cape
Canaveral and Tampa.
BV Oil Company
BV Oil has been in business in the local area for thirty-five (35)years and the company is headquartered in Doral, Florida. BV
Oil is an awarded contractor to Miami Dade County Contract No. 3143-9/18-9 and has supplied the City with fuel since 2014.
BV Oil manages a fuel depot approximately 15 miles driving distance from the Fleet Management Division's facility and chose to
only bid on item B1—Pickup of Fuel and the company.
Urbieta Oil. Inc.
Urbieta has been in business in the local area for eighteen (18)years and the company is headquartered in Medley, Florida.
Urbieta is an awarded contractor to Miami Dade County Contract No.3143-9/18-9 and is the current supplier for the City's Tank
Wagon. According to the information provided, Urbieta has access to multiple fuel terminals located throughout the State of
Florida such as in Port Everglades,Tampa,Jacksonville and the Kinder Morgan's facilities in Orlando.
CONCLUSION
Because of the volatility in fuel prices, departments have typically relied on quotes(spot market purchases)prior to making their
fuel purchases. This process is inefficient as fuel prices change daily, slows down the City's ability to expeditiously seek the
necessary fuel, and prevents the City from benefiting from the purchasing power of the aggregated volume of all departmental
purchases. In lieu of continuing spot market purchases for fuel, the Procurement Department sought to centralize all fuel
requirements into a single ITB. Combining the aggregated volume of all fuel purchases across the City makes it possible to
maximize cost savings and allows the City to leverage relationships with contract vendors during emergency situations.
The Procurement Department has verified that the pricing obtained through the ITB is significantly lower than what is available
through regular market channels. For example,the average price reported for the Miami area for May 21,2018(the most recent
data available) for regular unleaded gasoline is$2.82 (www.eia.gov-Attachment B). Other sources report much higher prices
within the actual City boundaries. This is significantly higher than the price would have been if the City had purchased fuel
pursuant to this ITB award, which would have been $2.1592 per gallon. The City's price is calculated by summing the OPIS
published price(See Attachment B)of$2.1762 for May 23, 2018, for regular unleaded gas, plus the$.017 per gallon discount
offered by the lowest bidder for Group Al (See Attachment A).
Therefore,after considering the bids received and staff's evaluation,pursuant to ITB 2018-014-AG, I recommend that the Mayor
and City Commission of the City of Miami Beach, Florida, approve the award of contracts to: Mansfield Oil Company, as the
primary vendor for item Al; Urbieta Oil, Inc.,as primary for items A2 and A3,and as secondary vendor for item Al and B1;and,
BV Oil as primary for item B l.
KEY INTENDED OUTCOMES SUPPORTED
Streamline The Delivery Of Services Through All Departments
FINANCIAL INFORMATION
All expenditures shall be based on funding approved through the City's budget process.
Legislative Tracking
Fleet Management/Procurement
ATTACHMENTS:
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Attachment A
o Attachment B
Attachment C
•
ATTACHMENT A:
TABULATION FOR INVITATION TO BID(ITB)2016-014-AG PICKUP AND DELIVERY OF UNLEADED GASOUNE AND DIESEL FUEL
MANSFIELD OIL COMPANY OF
GAINESVILLE,INC. BV OIL COMPANY PRO ENERGY LLC• RNA PETROLEUM COMPANIES• URBIETA OIL,INC.
Group A TRANSPORT AND TANK WAGON DEUVERIES OF UNLEADED GASOUNE AND DIESEL
-:IERIR De cfJR(1ot1 ..:.'/.'...':':.'�kar]SiCl.1: , .:,.lalrhN�-.' . ....:rAWY aaf,:.y,:.i-,.::t.,,InliaL1 vi;.43 t.:-ia.uti1sl 1t Jw',t�+'-T
Al Transport Delivery -$0.0170 N/B 47,0460 40.0074 $0.0600
A2 Tank Wagon Delivery N/B N/B 60.1600 $4.4241 $02000
A3 Truck Delivery N/B N/B 604000 WdSdd $0 2500
Group B-PICKUP OF UNLEADED GASOLINE AND DIESEL AT THE VENDOR'S FUEL DEPOT
' Item.
131 Pick Up of Fuel N/B 10.1200 I NFL 54.7751 $0.1300
Group C-PRE-QUALIFICATION FOR EMERGENCY PURCHASES AND DEUVERY OF DIESEL ANDUNLEAOED GASOLINE TO MULTIPLE FACILITIES CITYWIDE
Wish to Participate in Pre-qualification Pool I N/0 j NO I Yi6 1 NO YES
•BIdders were deemed non responsive for failure to provide the required Supplier
Qualification Report from Duns and Bradstreet*
BILL OF SALE
THIS BILL OF SALE, is made effective the/6 day ofjlir1G, 2019 (the "Effective
Date"), by and between ORION OIL, LLC, a Florida limited liability company
("Purchaser"), on the one part, and B.V. OIL COMPANY, INC., a Florida corporation, and
COSME INVESTMENTS, LLP, a Florida limited liability partnership (collectively the
"Sellers" and individually a "Seller"), on the other part.
Purchaser, on the one part, and Sellers on the other part, entered into that certain
Asset Purchase Agreement entered into effective as of the 13th day of March, 2019 (as
it may be amended from time to time, the "Purchase Agreement"), whereby, inter alia,
Sellers agreed to sell, assign, convey and transfer to Purchaser, and Purchaser agreed
to acquire, purchase and accept from Sellers certain of Sellers' assets, including, but not
limited to, all of Sellers' right, title and interest in and to the tangible personal property,
fuel and other equipment, Inventory, Business Records, Intangibles, Permits, and all other
Business Assets (excluding the Assumed Contracts and Fund Proceeds, which are
transferred to Purchaser by separate instruments), as those terms are defined in the
Purchase Agreement, all as more particularly described in the Purchase Agreement.
In consideration of the covenants contained in this Bill of Sale and in the Purchase
Agreement, and for other valuable consideration received from Purchaser,the receipt and
sufficiency of which are hereby acknowledged, Sellers do hereby grant, bargain, sell,
assign, transfer, convey and deliver to Purchase all of each of the Sellers' right, title and
interest in and to the tangible personal property, fuel and other equipment, Inventory,
Business Records, Intangibles, Permits, and all other Business Assets (excluding the
Assumed Contracts and Fund Proceeds, which are transferred to Purchaser by separate
instruments).
All of Seller's warranties and representations associated with the assets
established in the Purchase Agreement(including warranties of title) shall survive Closing
and are expressly made a part of this Bill of Sale.
This Bill of Sale does not transfer or include any of the Excluded Assets.
This Bill of Sale is being delivered pursuant to the Purchase Agreement and shall
be construed consistently therewith. In the event of any inconsistency between this Bill of
Sale and the Purchase Agreement, the Purchase Agreement shall control and prevail.All
capitalized terms used in this Bill of Sale but not defined herein shall have the meanings
ascribed to them in the Purchase Agreement. This Bill of Sale shall be governed by and
construed in accordance with the laws of the State of Florida. This Bill of Sale shall
become effective between Sellers and Purchaser on the Effective Date first above written.
This Bill of Sale shall bind and inure to the benefit of Sellers and Purchaser and their
respective successors and assigns. This Bill of Sale may be executed in any number of
counterparts, each of which shall be deemed an original and all of which, taken together,
shall constitute one and the same instrument. Executed signature pages to this Bill of
Sale may be exchanged by facsimile transmission or electronic mail between the parties.
IN WITNESS WHEREOF, the parties hereto, being authorized to do so and
intending to be legally bound hereby, have duly executed and entered into this Bill of Sale
on the date first set forth above.
SELLERS:
B.V. OIL COMPANY, INC.,
a Florid-. corp•k ati•
By::
President
COSME INVESTMENTS, LLP,
a Florida li\ ited �a•i i' partnership
By. -.'&,.&\-•
Alej- d • l ,s
M- • _ .' 1 Partner
PURCHASER:
•► •IL, LLa
a FIo7•a limi -�T ability company
IA Q .
Mav •..• Sh i had1eh
m:\mairAbv oil\bv oil doral sale 2019\closing documents\19-08-25 versions\rinal versions119-06-25 WI of sale(flnal).docx