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Approved as to Legal Form March 9, 2020
SUPPLY AGREEMENT NO. 3100
Medical Supplies for CCFD
THIS Medical Supplies for CCFD Supply Agreement ("Agreement") is entered into
by and between the City of Corpus Christi, a Texas home-rule municipal corporation
(“City”) and Henry Schein, Inc. (“Contractor"), effective upon execution by the City
Manager or the City Manager’s designee (“City Manager”).
WHEREAS, Contractor has bid to provide Medical Supplies for CCFD in response
to Request for Bid No. 2664 (“RFB”), which RFB includes the required scope of work and
all specifications and which RFB and the Contractor’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 Contractor agree as follows:
1.Scope. Contractor will provide Medical Supplies for CCFD 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 three years. The parties may mutually extend the term
of this Agreement for up to zero additional zero-year periods (“Option Period(s)”),
provided, the parties do so by written amendment prior to the expiration of the
original term or the then-current Option Period. The City’s extension authorization
must be executed by the City Manager or designee.
3.Compensation and Payment. This Agreement is for an amount not to exceed
$244,800.00, subject to approved 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. Contractor shall invoice no more
frequently than once per month. All pricing must be in accordance with the
attached Bid/Pricing Schedule, as shown in Attachment B, the content of which
is incorporated by reference into this Agreement as if fully set out here in its
entirety. Any amount not expended during the initial term or any option period
may, at the City’s discretion, be allocated for use in the next option period.
Invoices will be mailed to the following address with a copy provided to the
Contract Administrator:
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Approved as to Legal Form March 9, 2020
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City’s Contract Administrator for this Agreement is as follows:
Name: Patrick Garcia
Department: Fire Department
Phone: 361-826-8424
Email: PatrickGa@cctexas.com
5. Insurance. Before performance can begin under this Agreement, the Contractor
must deliver a certificate of insurance (“COI”), as proof of the required insurance
coverages, to the City’s Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days’
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of products to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of products to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and products will remain with
the Contractor until such time as the products are delivered and accepted by
the City.
7. Inspection and Acceptance. City may inspect all products supplied before
acceptance. Any products that are delivered but not accepted by the City must
be corrected or replaced immediately at no charge to the City. If immediate
correction or replacement at no charge cannot be made by the Contractor, a
replacement product may be bought by the City on the open market and any
costs incurred, including additional costs over the item’s bid price, must be paid
by the Contractor within 30 days of receipt of City’s invoice.
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8. Warranty.
(A) The Contractor warrants that all products supplied under this Agreement
are new, quality items that are free from defects, fit 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 free of liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Contractor or, if indicated in Attachment D by the
manufacturer, for the period stated in Attachment D. Attachment D is attached
to this Agreement and is incorporated by reference into this Agreement as if fully
set out here in its entirety.
9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept 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 Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such products in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
12. Subcontractors. Contractor may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, the
Contractor must obtain prior written approval from the Contract Administrator
unless the subcontractors were named in the bid or in an attachment to this
Agreement. In using subcontractors, the Contractor is responsible for all their acts
and omissions to the same extent as if the subcontractor and its employees were
employees of the Contractor. All requirements set forth as part of this Agreement,
including the necessity of providing a COI in advance to the City, are applicable
to all subcontractors and their employees to the same extent as if the Contractor
and its employees had performed the work.
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13. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
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 Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other applicable taxes. Upon request, the City
Manager 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
Attn: Patrick Garcia
Title: Fire Captain
Address: 1501 Holly Road, Corpus Christi, Texas 78417
Phone: 361-826-8424
Email: PatrickGa@cctexas.com
IF TO CONTRACTOR:
Henry Schein, Inc.
Attn: Jeff Klingler
Title: Vice President, Enterprise Health
Address: 135 Duryea Road, Melville, New York 11747
Phone: 631-842-5500
Email: EMSBIDS@henryschein.com
17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS (“INDEMNITEES”) FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS’ FEES AND EXPERT WITNESS FEES,
WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
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AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT
ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS
EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF
ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE,
LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
18. Termination.
(A) The City Manager may terminate this Agreement for Contractor’s failure to
comply with any of the terms of this Agreement. The Contract Administrator must
give the Contractor written notice of the breach and set out a reasonable
opportunity to cure. If the Contractor 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 Contractor. The City
Manager may also terminate this Agreement upon 24 hours written notice to the
Contractor for failure to pay or provide proof of payment of taxes as set out in this
Agreement.
19. Owner’s Manual and Preventative Maintenance. Contractor agrees to provide a
copy of the owner’s manual and/or preventative maintenance guidelines or
instructions if available for any equipment purchased by the City pursuant to this
Agreement. Contractor must provide such documentation upon delivery of such
equipment and prior to receipt of the final payment by the City.
20. Limitation of Liability. The City’s maximum liability under this Agreement is limited
to the total amount of compensation listed in Section 3 of this Agreement. In no
event shall the City be liable for incidental, consequential or special damages.
21. Assignment. No assignment of this Agreement 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 Agreement by the
Contractor 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 on any ground whatsoever.
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22. 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 be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
23. 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 (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1); then,
D. the Contractor’s bid response (Exhibit 2).
24. Certificate of Interested Parties. Contractor 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 if required
by said statute.
25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws
in the performance of this Agreement. 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.
26. Public Information 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 Subchapter J,
Chapter 552, Government Code, may apply to this contract and the Contractor
agrees that the contract can be terminated if the Contractor knowingly or
intentionally fails to comply with a requirement of that subchapter.
27. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
(SIGNATURE PAGE FOLLOWS)
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07/14/2020
M2020-111
___________________Authorized By
Council ________________________
7/15/2020
ATTEST:
_____________________________
Rebecca Huerta
City Secretary
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ATTACHMENT A: SCOPE OF WORK
General Requirements/Background Information
The Contractor shall provide medical supplies for the Corpus Christi Fire
Department (CCFD), EMS Division for a term of three-years.
Scope of Work
A. The Contractor shall provide the medical supplies as outlined below on an as
needed basis:
(Nonconsecutive line item numbers reflected below, due to multiple Supplier awards)
Item Description
5 1000ml N/S Bag – per bag
9 18g Draw Needle
14 21g or 22g Hypo Needles (IM)
20 500ml N/S Bag – per bag
29 Alcohol Preps – 200 per box
31 Antiseptic Wipes – 12 tubs per case, Sani-cloth, 160 per tube
37 Band aids-Adult – 1 box (100 per box)
44 Burn Sheets (sterile)
51 Chest Decompression Kit, 14 gauge by 5.25”, 2.1x133mm
60 Electrodes (Zoll) Pedi – 3 per pouch
75 Eye Wash, 4oz.
82 Glucometer Lancets (23 gauge)
92 Hydrogen Peroxide Bottle, 8oz – 32oz
93 Infant O2 Mask
94 I-Pads “Needle-free valves”
103 Laryngoscope Handle, Medium (reusable)
104 Laryngoscope Handle, Small (reusable)
105 Laryngoscope Handle, Standard (reusable)
109 Mask w/eye protection – 25 per box
111 Medication Labels, red, permanent, 2 ½” x 1 ½”, (pack of 1,000 per roll)
113 N-95 Masks, molded
120 Nebulizer Mask, Adult
121 Nebulizer Mask, Pedi
125 O2 Regulator “K” cylinder
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Item Description
129 Oral Airway 40mm
130 Oral Airway 50mm
131 Oral Airway 60mm
135 Padded Splint – Small, wood
143 Probe Covers, B. Braun Thermoscan PC20 – 200 per box
146 Ring Cutter
154 Stethoscope
164 Thermometer Cover – 200 per box (for Braun – tympanic)
166 Tourniquet (CAT type)
168 Triangular Bandages – 240 per box, 36 x 36 x 51 inches or (91.4 x 91.4 x 129.5cm)
171 Wype-All
172 Yankaur Tip
173 Adult Bougie Tracheal Tube (not coiled) - 15 FR, Sun Med
B. The Contractor shall deliver supplies to the CCFD Warehouse located at 1501
Holly Road, Corpus Christi, TX 78417.
C. The Contractor shall deliver supplies Monday – Friday, 8:00 am to 5:00 pm.
D. All contract prices are F.O.B. destination, inside delivery to the City of Corpus
Christi Facility, freight prepaid.
E. Supplies are a generic brand, unless specified. There will not be exceptions or
alternates for specified branded supplies.
F. The Contractor shall ship supplies with an expiration date of no less than one
year.
G. Any product found defective, unusable or inoperable to the condition, The
Contractor shall arrange return shipment or shipping charge will be reimbursed
from the invoice. Contractor must arrange for the return shipment of damaged
products.
H. The Contractor shall deliver in-stock supplies within five to seven days. No
backorders will be accepted.
I. The Contractor shall provide a bill of sale upon delivery.
J. The Contractor shall provide a quarterly report to the Contract Administrator
detailing item number, description, number of units purchased.
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Attachment B – Schedule of Pricing
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Attachment C: Insurance and Bond Requirements
No insurance or bond is required for this service agreement; therefore, Section 5
Insurance; Bonds, subsection (A) and (B) are null and void.
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Attachment D: Warranty Requirements
Product Warranty is not required for this service agreement; therefore, Section 8
Warranty, subsections (A) and (B) are null and void.
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