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HomeMy WebLinkAboutC2022-117 - 6/28/2022 - Approved DocuSign Envelope ID:3E998193-BCF9-40D0-B710-C5EBDB6DB8F8 se G� O A. SUPPLY AGREEMENT NO. 4253 v Sodium Permanganate Solution "OflPOfl E� 1852 THIS Sodium Permanaganate Solution Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Carus Corporation ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has agreed to provide Sodium Permanganate Solution in accordance with the terms of this Agreement, which is necessary to preserve or protect the public health or safety of the City's residents. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Sodium Permanganate Solution 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. The Term of this Agreement is one year beginning on July 1, 2022. 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 in writing prior to the expiration of the original term or the then-current Option Period. 3. Compensation and Payment. This Agreement is for an amount not to exceed $2,600,000.00, 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. 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. All pricing must be in accordance with the attached 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. Price per pound may be re- negotiated each calendar quarter, expiring on the last day of March, June, September, and December. Any adjustment in price must be agreed to by both parties in writing (by countersigned letter) prior to the end of the calendar quarter. Price adjustments may be made in accordance with the Producer Price Index 325180-A (not seasonally adjusted) published by the U.S. Bureau of Labor Statistics Supply Agreement Standard Form Page 1 of 8 DocuSign Envelope ID:3E998193-BCF9-40D0-B710-C5EBDB6DB8F8 uocu6ign Envelope IU:41Htb25HtS-l:F125-4//Y-25tlZ/-UiSGbGtGZHU3b using an average of the three calendar months immediately preceding the month of the adjusted pricing request. Price adjustments will be based on the percentage by which the average of the three calendar months in the pricing index either increases or decreases from the month immediately preceding those three calendar months. For example, if the average of the three calendar months is 309 and the pricing for the month immediately preceding those calendar months is 300, then the percentage of increase would be 3% (9/300 = 0.03) and the then agreed upon price could be increased by 3%. Price changes must be requested by the party seeking to adjust the price in writing at least 30 days prior to the effective date of the change in price. Price increases require documentation of the amount Contractor is charged for the product. Price increases that are not in accordance with the pricing index referenced in this provision must be proportional to the increase in cost to Contractor. Thus, if the price Contractor pays to the manufacturer increases by 3% during the calendar quarter, then the price charged to the City may also increase by 3%.Any quarterly increases in the agreed upon price per pound may not exceed 10% of the then agreed upon price. In no event will the total annual compensation exceed the maximum amount provided in this provision without a properly executed amendment as allowed by Section 13 below. 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: Diana Zertuche-Garza Utilities Department Phone: (361) 826-1687 DianaZ@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. Supply Agreement Standard Form Page 2 of 8 DocuSign Envelope ID:3E998193-BCF9-40D0-B710-C5EBDB6DB8F8 DocuSign Envelope ID:41AE68AB-CF18-4772-8627-08C6CEC2A035 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 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. 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. Supply Agreement Standard Form Page 3 of 8 DocuSign Envelope ID:3E998193-BCF9-40D0-B710-C5EBDB6DB8F8 uocu6ign Envelope IU:41AEbbAb-Ul-125-4112-bt)ZI-UbUbl;LUZAUJb 9. Quality/Quantity Adjustments. Any quantities indicated on Attachment B 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. In providing the products, 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 Contract/Funds Administrator Address: 2726 Holly Road, Corpus Christi, Texas 78415 Phone: (361) 826-1687 Supply Agreement Standard Form Page 4 of 8 DocuSign Envelope ID:3E998193-BCF9-40D0-B710-C5EBDB6DB8F8 DocuSign Envelope ID:41AE68AB-CF18-4772-8627-08G6CEC2A035 Fax: (361) 826-4495 IF TO CONTRACTOR: Carus Corporation Attn: Chryss Crockett Title: CFO Address: 315 Fifth Street, Peru, Illinois 61354 Phone: 1-800-435-6856 ext.6503 Fax: 1-815-224-6697 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 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 Supply Agreement Standard Form Page 5 of 8 DocuSign Envelope ID:3E998193-BCF9-40D0-B710-C5EBDB6DB8F8 uocu6ign tnvelope ID:41ALbbAr3-cr16-4//Y-t362/-UbL;bL;LUZAU3b 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. 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); then B. its attachments. 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. Supply Agreement Standard Form Page 6 of 8 DocuSign Envelope ID:3E998193-BCF9-40D0-B710-C5EBDB6DB8F8 DocuSign Envelope ID:41AE68AB-CF18-4772-8627-08G6GEG2A035 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 7 of 8 DocuSign Envelope ID:3E998193-BCF9-40D0-B710-C5EBDB6DB8F8 DocuSign Envelope IU:41AEb8AEi-Ul 16-4112-i56L/-Ut5UbUEUZAWb CONTRACTOR ocuSigned by: Signature: ss (nd'df ED. f Printed Name: M. chryss Crockett Title: CFO, SVP Date: 6/2/2022 DY,,QFdqORPUS CHRISTI Res. 032797 Authorized By Josh Chronley Assistant Director of Finance - ProcurementCouncil 6-28-2022 6/29/2022 Date: DS Dg� AS TO LEGAL FORM: / 7/11/2022 FQ4QQEh „aoe... Assistant City Attorney Date on�dby: Attached and Incorporated b Reference: P Y Attachment A: Scope of Work Rebecca Huerta Attachment B: Bid/Pricing Schedule City Secretary Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Supply Agreement Standard Form Page 8 of 8 DocuSign Envelope ID:3E998193-BCF9-40D0-B710-C5EBDB6DB8F8 DocuSign Envelope ID:41AE68AB-CF18-4772-8627-08C6CEC2A035 Attachment A - Scope of Work 4.1 General Requirements The Supplier shall provide Sodium Permanganate Solution as outlined in this Scope of Work to be used at the City of Corpus Christi Water and Wastewater Treatment Plants. This chemical is used for algae control in water and must conform to all the requirements of this specification. 4.2 Scope of work 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 Permanganate Solution delivered under this agreement will meet the following specifications: Item Weight Assay 39.5 - 41.0% as NaMn04 pH 5.0 - 8.0 Specific gravity 1 .36 - 1.39 Certified by the National Sanitation Foundation (NSF) to ANSI/NSF Standard 60 for drinking water treatment chemicals-health effects. The product should meet the AWWA Standard B603-03; EN: 15482-2007. 4.3 Delivery and Weighing Requirements 1. 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. 2. The Supplier must provide an affidavit of compliance to the City of Corpus Christi stating that at the time of delivery the chemical furnished DocuSign Envelope ID:3E998193-BCF9-40DO-B710-C5EBDB6DB8F8 DocuSign Envelope ID:41AE68AB-CF18-4772-8627-O8C6CEC2AO35 under the release order complies with all applicable requirements of this specification. 3. 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 (3) months during the supply agreement, the City will take a random sample of the chemical upon delivery. This sample will be sent to an independent laboratory chosen by the City, and tested for all items outlined in the product specifications. 4. 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. 5. Deliveries of Sodium Permanganate solution must be by drivers thoroughly trained and familiar with the related hazards, safety measures, and spill cleanup procedures for sodium permanganate solution. 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. 6. The Supplier shall allow two (2) 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 (2) 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. 7. Shipment(s) will be delivered in approximately 36,000 Ib. lots. 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 plants. DocuSign Envelope ID:3E998193-BCF9-40D0-B710-C5EBDB6DB8F8 DocuSign Envelope ID:41AE68AI3-GI-16-4772-86Z(-U8UbUEUZAU35 8. The Supplier shall be responsible for mailing a legible copy of each chemical shipment weight "ticket" to the respective City of Corpus Christi Water Supervisor within 5 business days of delivery of the chemical. Payments to the Supplier will not be processed unless this requirement is met. 9. 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. 10.Orders will be placed by telephone or email. The Supplier will deliver the amount of Sodium Permanganate solution ordered within twenty-four (24) hours of order placement. No minimum or maximum purchase of Sodium Permanganate Solution is guaranteed by the City within the duration of the contract. 4.4 Deliveries will be made to the following location: O.N. Stevens Water Treatment Plant, 13101 Leopard St., Corpus Christi, TX 78410 4.5 Other Requirements 1. All materials supplied 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. 2. The Supplier shall base its billing and quantity for each chemical shipment on "local" certified weight tickets for the delivery of Sodium Permanganate Solution. 3. The Supplier must submit the chemical analysis, weight ticket, and bill of lading with each invoice. 4. Prior to initial use of the Sodium Permanganate solution, and annually thereafter, the Supplier shall conduct a minimum of two (2) training seminars for the City's operating personnel on the application and control of the Sodium Permanganate solution, and shall include the following: a. Basic chemical properties of the Sodium Permanganate solution b. Safety training DocuSign Envelope ID:3E998193-BCF9-40D0-B710-C5EBDB6DB8F8 DocuSign Envelope ID:41AE68AB-CF18-4772-8627-08C6CEC2A035 c. Equipment operation/set up d. Safety Data Sheet 4.6 Supplier Quality Control and Superintendence The Supplier 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 Supplier will also provide supervision of the work to insure it complies with the contract requirements. DocuSign Envelope ID:3E998193-BCF9-40D0-B710-C5EBDB6DB8F8 DocuSign Envelope ID:41AE66At3-GF16-4//2-bb2t-UbUtjUEC;2AU3b Attachment B: Pricing Schedule Item Location Description Unit 12-month Unit Price Quantity 40%Sodium ON Stevens Water Permanganate 1 Plant Solution Lbs. 672,000 $1.92 *Pricing may be adjusted in accordance with Section 3 of the Agreement. DocuSign Envelope ID:3E998193-BCF9-40D0-B710-C5EBDB6DB8F8 DocuSign Envelope ID:41AE68AB-CF18-4772-8627-08C6CEC2A035 Attachment C - Insurance Requirements SUPPLIER'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 Risk Manager and Assistant Director, Office of Strategic Management, two (2) copies of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. The City must be listed as an additional insured for the General Liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. 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 30-day advance written notice of Bodily Injury and Property Damage cancellation, non-renewal, material Per occurrence - aggregate change or termination required on all certificates and policies. Commercial General Liability including: $1,000,000 Per Occurrence 1 . Commercial Broad Form $2,000,000 Aggregate 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury BUSINESS AUTOMOBILE LIABILITY $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 not This Exhibit domiciled in Texas) Employer's Liability $500,000 /$500,000 / $500,000 Pollution Liability $1,000,000 Per Incident Limit (Including Cleanup and remediation $1,000,000 Aggregate DocuSign Envelope ID:3E998193-BCF9-40D0-B710-C5EBDB6DB8F8 DocuSign Envelope ID:41AE68AB-CF18-4772-8627-U8G6GEG2AU35 3. In the event of accidents of any kind related to this project, Consultant must 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. DocuSign Envelope ID:3E998193-BCF9-40D0-B710-C5EBDB6DB8F8 DocuSign Envelope ID:41AE68AB-CF18-4772-8627-08G6GEC2A035 ■ 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 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. 2017 Insurance Requirements Utilities Supply and Deliver Sodium Permanganate 06/28/2017 sw Risk Management DocuSign Envelope ID:3E998193-BCF9-40D0-B710-C5EBDB6DB8F8 DocuSign Envelope ID:41AE68Ai-UF18-4//2-6(jZ/-UbU6UEUZAU3b Attachment D -Warranty Requirements No warranty requirements for this supply agreement; Section 8. Warranty is null for this supply agreement.