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HomeMy WebLinkAboutC2020-275 - 8/11/2020 - ApprovedService Agreement Standard Form Page 1 of 7 Approved as to Legal Form March 9, 2020 SERVICE AGREEMENT NO. 3024 Fire Extinguisher Inspection and Annual Maintenance for Gas Department THIS Fire Extinguisher Inspection and Annual Maintenance for Gas Department Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and IFS Fire & Safety, Inc. (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Fire Extinguisher Inspection and Annual Maintenance for Gas Department in response to Request for Bid/Proposal No. 3024 (“RFB/RFP”), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor’s bid or proposal response, as applicable, 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 Fire Extinguisher Inspection and Annual Maintenance for Gas Department (“Services”) 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, and in accordance with Exhibit 2. 2.Term. This Agreement is for three years, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or the Contracts and Procurement Department. 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 $58,807.90, subject to approved extensions and changes. Payment will be made for Services completed 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. DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form March 9, 2020 Invoices will be mailed to the following address with a copy provided to the Contract Administrator: 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: Maria T. Morales Department: Gas Department Phone: (361) 885-6945 Email: MariaM@cctexas.com 5. Insurance; Bonds. (A) 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. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond’s terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services 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 DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form March 9, 2020 purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item’s bid/proposal price, must be paid by the Contractor within 30 days of receipt of City’s invoice. 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. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service 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. DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form March 9, 2020 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services 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 proposal or in an Attachment to this Agreement, as applicable. 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. The City may, at the City’s sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 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: Maria T. Morales Title: Construction Systems Support Coordinator Address: 4225 S. Port, Corpus Christi, Texas 78415 Phone: (361) 885-6945 Fax: (361) 853-3200 IF TO CONTRACTOR: IFS Fire & Safety, Inc. Attn: Scott Tilton DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form March 9, 2020 Title: President Address: 4540 Southview Drive, Corpus Christi, Texas 78408 Phone: (361) 289-7949 Fax: (361) 289-7767 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 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. DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form March 9, 2020 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. 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 DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F 08/11/2020 ___________________Authorized By Council ________________________ M2020-132 8/12/2020 ATTEST: _____________________________ Rebecca Huerta City Secretary Revised 02.21.20 Attachment A - Scope of Work 1.1 General Requirements/Background Information The Contractor shall provide inspection and annual maintenance to the fire extinguishers at the Gas Department as outlined in this Scope of Work. The Gas Department is comprised of five divisions within the City. The divisions consist of the Gas Construction Division, Gas Maintenance & Operations Division, Gas Pressure Division, Gas Administration, and Compressed Natural Gas Division. 1.2 Scope of Work A. The Contractor shall provide inspection and annual maintenance to dry chemical type portable fire extinguishers. B. The Contractor shall be responsible for scheduling inspections and annual maintenance. C. The Contractor shall furnish all labor, materials, tools, transportation, and equipment, required to inspect and maintain fire extinguishers. D. All work and inspections will be performed in accordance with the standards documented in National Fire Protection Association (NFPA) 10 Standard for Portable fire extinguishers. E. The Contractor shall deliver all extinguishers no later than two calendar days after inspection. F. In the event of an emergency, the Contractor shall have 45 minutes to respond to the call. G. The Contractor shall keep record of all fire extinguishers inspected and give a copy to the Contract Administrator. H. The Contractor shall keep records per division of tags and labels attached to the fire extinguisher, on an inspection checklist maintained on file, or in an electronic method that provides a permanent record. 1.3 Annual Maintenance and Inspection A. Maintenance procedures shall include a thorough examination of the three basic elements of a fire extinguisher: 1.Mechanical Parts 2.Extinguishing agent 3.Expelling means DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F Revised 02.21.20 B. Maintenance shall be performed by trained Contractor having the proper equipment and only factory replacement parts approved for use of the fire extinguisher. C. At the time of maintenance, the tamper seal or rechargeable fire extinguishers shall be removed by operating the pull pin or locking device. After the applicable maintenance procedures are completed, a new tamper seal shall be installed. No TIE WRAPS need to be cut. D. The Contractor shall check if seals and tamper indictors are broken or missing and install new safety seals. E. The Contractor shall make sure the vehicle brackets fit the bracket properly and that the bracket is securely attached. F. The Contractor shall examine fire extinguishers for physical damage, corrosion, leakage, or clogged nozzle. G. If a fire extinguisher is deemed out of order or unserviceable during an inspection, the Contractor shall provide a temporary replacement which the original extinguisher is being repaired or replaced. H. The Contractor shall pressurize the fire extinguisher and follow re-charge instructions if a fire extinguisher is overcharged. I. The Contractor shall make sure handle and lever operate freely but Do Not discharge the fire extinguisher, pin shall be replaced. J. The Contractor shall check fullness determined by weighing or hefting. K. The Contractor shall check ring pin for freedom of movement. The Contractor shall replace ring pin if bent or if removal appears difficult. L. The Contractor shall check Hazardous Materials Identification System (HMIS) label and the operating instructions are legible and in place and facing forward. M. The Contractor shall conduct a conductivity test annually on all carbon dioxide hose assemblies. Hose assemblies found to be nonconductive shall be replaced. N. The Contractor shall perform a leak test after recharging. All rechargeable-type fire extinguishers shall be recharged after any use or as indicated by an inspection or when performing maintenance. O. The Contractor shall perform a hydrostatic testing. The hydrostatic test shall always include both an internal and external visual examination of the cylinder. DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F Revised 02.21.20 P. All valves, internal parts, and hose assemblies shall be removed, and the fire extinguisher emptied before testing. Q. If the dry chemical fire extinguisher is over six years old, the fire extinguisher will need to be recharged. R. Stored-pressured types containing a loaded system agent shall be disassembled on an annual basis and subjected to complete maintenance. 1.4 Replacement and Disposal A. The Contractor shall contact the Contract Administrator before replacing new fire extinguishers. The Contractor shall provide justification for the requested replacement to the Contract Administrator. B. The Contractor shall be responsible for the disposal of the old unit. Extinguishers that are found to be faulty and therefore not refillable shall be condemned. C. The Contractor shall replace the fire extinguisher with the same brand, or brands that follow all applicable codes and requirements. 1.5 Work Site and Conditions The Contractor shall perform all fire extinguisher annual maintenance and inspection at the Corpus Christi Gas Department located at 4225 S. Port Ave., Corpus Christi, TX 78415. 1.6 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. 1.7 Special Instructions A. After maintenance and inspection is completed, the Contractor shall leave a copy of the work completed to the Contract Administrator for verification and approval. B. The Contractor shall submit an invoice after the annual services are performed. Invoices shall be separated by division. C. Original copy of the invoice must be sent to Accounts Payable with a copy of the invoice to be sent to the Contract Administrator. DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F Attachment C: Insurance and Bond Requirements A.CONTRACTOR’S LIABILITY INSURANCE 1.Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. 2.Contractor must furnish to the City’s Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City’s Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability Including: 1.Commercial Broad Form 2.Premises – Operations 3.Products/ Completed Operations 4.Contractual Liability 5.Independent Contractors 6.Personal Injury- Advertising Injury $1,000,000 Per Occurrence AUTO LIABILITY (including) 1.Owned 2.Hired and Non-Owned 3.Rented/Leased $1,000,000 Combined Single Limit WORKERS’ COMPENSATION EMPLOYER’S LIABILITY Statutory $500,000 /$500,000 /$500,000 3.In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. Page 1 of 3 DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F B.ADDITIONAL REQUIREMENTS 1.Applicable for paid employees, Contractor must obtain workers’ compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers’ compensation coverage provided must be in an amount sufficient to assure that all workers’ compensation obligations incurred by the Contractor will be promptly met. 2.Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. 3.Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 4. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: •List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; •Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; •Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and •Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 5.Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Page 2 of 3 DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 6.In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. 7.Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor’s performance of the work covered under this agreement. 8.It is agreed that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 9.It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2019 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services – Services Performed Onsite 04/26/2019 Risk Management – Legal Dept. No bond is required for this service agreement; therefore, Section 5, Insurance; Bonds, subsection 5 (B) is null and void. Page 3 of 3 DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F Attachment D - Warranty Requirements The Contractor shall warrant new fire extinguishers with a seven-year manufacturer warranty. DocuSign Envelope ID: 892FB928-ACA4-4F5C-90F8-B9873DD9151F