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HomeMy WebLinkAboutC2022-055 - 3/29/2022 - Approved DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 SC �a a� H SUPPLY AGREEMENT NO. 4018 25% Sodium Chlorite 'Ga �uan<Q 1852 THIS 25% Sodium Chlorite Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and International Dioxcide, Inc. ("Contractor'), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide 25% Sodium Chlorite in response to Request for Bid No. 4018 ("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 25% Sodium Chlorite 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. (A) The Term of this Agreement is two years beginning on the date provided in the Notice to Proceed from the Contract Administrator or the City's Procurement Division. The parties may mutually extend the term of this Agreement for up to two additional one-year periods ("Option Period(s)"), provided, the parties do so in writing prior to the expiration of the original term or the then-current Option Period. (B) At the end of the Term of this Agreement or the final Option Period, the Agreement may, at the request of the City prior to expiration of the Term or final Option Period, continue on a month-to-month basis for up to six months with compensation set based on the amount listed in Attachment B for the Term or the final Option Period. The Contractor may opt out of this continuing term by providing notice to the City at least 30 days prior to the expiration of the Term or final Option Period. During the month-to-month term, either Party may terminate the Agreement upon 30 days' written notice to the other Party. 3. Compensation and Payment. This Agreement is for an amount not to exceed $1 ,452,000.00, subject to approved extensions and changes. Payment will be Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content 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 must 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: Diana Zertuche-Garza Department: Utilities Department Phone: (361 ) 826-1827 Email: DianaZ@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 Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 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. 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. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 12. Subcontractors. In providing the Goods, Contractor will not enter into subcontracts or utilize the services of subcontractors. 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: Diana Zertuche-Garza Title: Contracts/Funds Administrator Address: 2726 Holly Road, Corpus Christi, Texas 78415 Phone: (361 ) 826-1627 Fax: (361 ) 826-4495 IF TO CONTRACTOR: International Dioxcide, Inc. Attn: Thomas M. Dwyer Title: Business Director Address: 40 Whitecap Drive, North Kingstown, RI 02852 Phone: (401 ) 295-8800 Fax: (401 ) 295-8800 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, Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 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 may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The City 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 may terminate this Agreement immediately thereafter. (B) Alternatively, the City may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City 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. Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 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. Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 CONTRACTOR DocuSigned by: Signature: �'e SW`2 Printed Name: Thomas M Dwyer 0102 Business Director Title: Date: 2/22/2022 U_QfdpORPUS CHRISTI 76�P; M2022-041 Authorized B Josh Chronley Assistant Director of Finance — ProcurementCouncil 03-29-2022 Date: 3/30/2022 DS Attached and Incorporated by Reference: Attachment A: Scope of Work ATTEST: DocuSigned by: Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Rebecca Huerta City Secretary Incorporated by Reference Only: Exhibit 1 : RFB No. 4018 Exhibit 2: Contractor's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 29, 2021 DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 Attachment A - Scope of Work 1.1 General Requirements/Background Information The Contractor shall provide a 25% Sodium Chlorite Solution as outlined in this Scope of Work to be used at the City of Corpus Christi Water Treatment Plant. This chemical is used to generate Chlorine Dioxide and introduce Chlorite into the treatment process. The Chlorite aids in the prevention of nitrification in the distribution system. The 25% Sodium Chlorite Solution must conform to all the requirements of this specification. 1.2 Scope of Work A. The Supplier shall provide with every delivery a chemical analysis for each chemical shipment, and the chemical analysis must include the percentage of assay, specific gravity and pH. MATERIAL REQUIREMENTS: The Sodium Chlorite Solution delivered under this agreement will meet the following specifications: Item Weight Assay 24.5 - 25.5% as NaC1O2 pH >12.0 Specific gravity 1 .211 Certified by the National Sanitation Foundation (NSF) to ANSI/NSF Standard 60 for drinking water treatment chemicals-health effects. The product must meet the AWWA Standard B603-03. B. Orders will be placed by telephone or email. The Supplier will deliver the amount of Sodium Chlorite Solution ordered within ten (10) calendar days of order placement. No minimum or maximum purchase of Sodium Chlorite Solution is guaranteed by the City within the duration of the contract. 1.3 Delivery and Weighing Requirements A. Deliveries will be made to the following location: O. N. Stevens Water Treatment Plant 13101 Leopard St. Corpus Christi, Texas 78410 Revised 11.30.20 DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 Deliveries shall be made between 8:00 a.m. and 5:00 p.m., Monday through Sunday, excluding holidays, unless specific arrangements are made otherwise. B. Shipments will be delivered in 4,000-gallon tank trucks. Each chemical shipment must be weighed on a state certified truck scale located within the city limits of Corpus Christi before delivery to and after unloading at the water treatment plant. C. Deliveries of Sodium Chlorite must be by drivers thoroughly trained and familiar with the related hazards, safety measures and spill cleanup procedures for Sodium Chlorite. All spills and leakage, regardless of size must be properly and immediately cleaned up by Supplier's personnel. The Supplier shall be required to respond to any and all such emergencies within eight (8) hours of being notified. D. The Supplier will be responsible for unloading the chemical. The Supplier shall provide any special equipment necessary for unloading, up to and including, hoses, connections, compressors, etc. E. The Supplier must provide an affidavit of compliance to the City of Corpus Christi stating that at the time of delivery the chemical furnished under the release order complies with all applicable requirements of this specification. F. The Supplier shall allow two hours "unloading time" for each chemical shipment, starting from the time the load enters the plant site to the time the unloading of the chemical shipment is completed. Unloading of the chemical is complete when unloading apparatus is disconnected from storage facilities and secured, and a designated City of Corpus Christi representative has signed all delivery tickets for each respective load. Any unloading time in excess of two hours which is directly attributable to the City will be paid for at the unit price bid for "Unloading Delays," rounded and prorated to the nearest quarter hour. This amount shall be included with the invoice for payment for that particular load of chemical. G. City of Corpus Christi Plant Supervisors, or their designee, may take a sample of any chemical shipment for testing prior to unloading of the chemical. In addition, approximately every three months during the supply agreement, the City will take a random sample of the chemical upon delivery. This sample will be sent to an Revised 11.30.20 DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 independent laboratory chosen by the City and tested for all items outlined in the product specifications. H. The Plant Supervisor may reject any chemical shipments that contain a concentration of any component outside the allowable concentration range as specified in the product specifications. 1.4 OSHA and Training A. The Contractor must comply with all requirements and standards of the Occupational Safety and Health Act (OSHA). All appropriate markings shall be in place before delivery. Items not meeting OSHA specifications will be refused. B. The Contractor shall provide training to City employees in the safe handling, storage and use of the materials on an as needed basis when the ONSWTP operations management determine it is necessary or when a request is made. This training shall include a presentation of sufficient length to visually portray the proper procedures of handling, storage and use. Also, all information contained in the Safety Data Sheet shall be thoroughly covered. 1.5 Ownership The City's ownership of the Sodium Chlorite shall begin, and the Supplier's ownership shall cease, upon the unloading of the chemical at the ONSWTP. 1.6 Invoicing A. The Supplier shall be responsible for mailing a legible copy of each chemical shipment on local certified weight tickets, chemical analysis and bill of lading with each invoice within five business days of delivery of the chemical. Payments to the Supplier will not be processed unless this requirement is met. B. The Contractor shall submit an itemized invoice for payment, which shall include the following: 1. Supply Agreement No. and/or Purchase Order No. 2. Ship to: Local Name and Address 3. Invoice No. and Bill of Lading No. 4. Ordered by: Include Name of ONSWTP employee 5. Shipping Date and Invoice Date 6. Quantity, Unit Price and Total Price Revised 11.30.20 DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 C. The Contractor shall mail the original invoice to the address below and email a copy to UtilifiesDeptcd xas.COM and J nnif r 2 cct xas.com. City of Corpus Christi Attn: AP/Utilities Dept. P. O. Box 9277 Corpus Christi, TX 78469-9277 Revised 11.30.20 DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 Attachment B - Bid Pricing Schedule so CITY OF CORPUS CHRISTI CONTRACTS AND PROCUREMENT ....... .-Y BID FORM RFB No. 4018 25% Sodium Chlorite Solution PAGE 1 OF 2 Date: 2/11/22 Authorized Bidder- International Dioxcide Inc Signature: 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. Item Description Unit 24-Month Unit Total Qty. Price Price 1 25% Sodium Chlorite Wet Lbs. 3,000,000 0.484 Solution 1 ,452,000 2 Est. Unloading Delay Hrs. 25 $ N/A $ N/A Charges Total 1 ,452,000 ..... ........................................................... ............ ............................................................................. ...................-.......... ------------ DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 First -Year Extension Option Item Description Unit 12 Month Unit Total Price Qty- Price 1 25% Sodium Chlorite Wet lbs. 1,750,000 $ $ Solution 0.499 873,250 2 Est. Unloading Delay Hrs. 25 $ $ Charges N/A N/A First- Year Extension Total $ 873,250 Second - Year Extension Option Item Description UNIT 12 Month Unit Total Qty- Price Price 1 25% Sodium Chlorite Wet Lbs. 2,000,000 $ $ Solution 0.514 1,028,000 2 Est. Unloading Delay Hrs. 25 $ N/A $ Charges I N/A Second - Year Extension Total $ 1,028,000 3 Year Total $ 3,353,250 DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 Attachment C - Insurance Requirements CONTRACTOR'S LIABILITY INSURANCE 1 . Contractor must not commence work under this agreement until all insurance required herein has been obtained and approved by the City's Risk Manager or designee. Contractor must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. 2. Contractor must furnish to the City's Risk Manager and Contract Administrator, one (1 ) copy of Certificates of Insurance 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 for the General Liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE Commercial General Liability $1 ,000,000 Per Occurrence including: 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTOMOBILE LIABILITY (including) $1,000,000 Combined Single Limit 1 . Owned 2. Hired & Non-owned 3. Rented & Leased WORKERS' COMPENSATION Statutory and complies with Part II of (All States Endorsement if Company is Exhibit. not domiciled in Texas) Employer's Liability $500,000 / $500,000 / $500,000 POLLUTION LIABILITY $1,000,000 Per occurrence 3. In the event of accidents of any kind related to this project, Consultant must Revised 1 1.30.20 DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 furnish the Risk Manager with copies of all reports of such accidents within 10 days of the accident. 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. An All-States endorsement shall be required if consultant is not domiciled in the State of Texas. 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 replacement Certificate of Insurance to City at the address provided below within 10 days of any change made by the Contractor or as requested by the City. 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 Management 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, and volunteers, as additional insureds by endorsement with regard to operations, completed operations 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; Revised 1 1.30.20 DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 ■ Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and ■ Provide 30 calendar days advance written notice directly to City of any cancellation, non-renewal, material change or termination in coverage and not less than ten calendar days advance written notice for nonpayment of premium. 5. Within five calendar days of a cancellation, non-renewal, material change or termination 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. 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 stop work hereunder, and/or withhold any payment(s) which become due to Consultant 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 contract. 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 contract. 9. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2021 Insurance Requirements Ins. Req. Exhibit 1-B Purchase Contracts - Supply Agreements - Equipment Leases Hazardous Chemicals Delivered to City 05/10/2021 Risk Management- Legal Dept. Revised 1 1.30.20 DocuSign Envelope ID: DC5C7F5D-C8EF-46CC-9F09-C9A4DC10A7E6 Attachment D - Warranty Requirements "No manufacturer's warranty required for this Agreement."