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HomeMy WebLinkAboutC2022-137 - 7/19/2022 - Approved DocuSign Envelope ID:6A97644D-660A-4397-9CCD-DADD05AFB51C 113S c SERVICE AGREEMENT NO. 4164 Preventative Maintenance for Chlorine Dioxide System f�'anwo�alev 1852 THIS Preventative Maintenance for Chlorine Dioxide System Service Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and International Dioxcide ("Contractor'), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Preventative Maintenance for Chlorine Dioxide System Service Agreement in response to Request for Bid/Proposal No. SS-4164 ("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 Preventative Maintenance for Chlorine Dioxide System Service Agreement ("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. (A) This Agreement is for three years. 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 1 1,900.00, subject to approved extensions and changes. Payment will be made Service Agreement Standard Form Page 1 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:6A97644D-660A-4397-9CCD-DADD05AFB51C for Services performed 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 Zeruche-Garza Department: Utilities Department Phone: (361 ) 826-1627 Email: 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. 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 Service Agreement Standard Form Page 2 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:6A97644D-660A-4397-9CCD-DADD05AFB51C 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 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. Service Agreement Standard Form Page 3 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:6A97644D-660A-4397-9CCD-DADD05AFB51C 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 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. In performing the Services, the 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: Scott Moberg Title: Technical Sales Manager Address: 40 Whitecap Drive, North Kingstown, Rhode Island 02852 Phone: (401) 295-8800 Service Agreement Standard Form Page 4 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:6A97644D-660A-4397-9CCD-DADD05AFB51C Fax: (401 ) 295-7108 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 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. Service Agreement Standard Form Page 5 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:6A97644D-660A-4397-9CCD-DADD05AFB51C 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 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. Service Agreement Standard Form Page 6 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:6A97644D-660A-4397-9CCD-DADD05AFB51C 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. Service Agreement Standard Form Page 7 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:6A97644D-660A-4397-9CCD-DADD05AFB51C CONTRACTOR DocuSigned by: Signature-Lu Printed Name: scott moberg Title: service Manager Date: 5/3/2022 CIYSiOFbCORPUS CHRISTI _q,)- ��rrRes.032809 Authorized By Josh Chronley Assistant Director, Contracts and Procurement Council 7-19-2022 Date: 7/21/2022 Ds Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1 : RFB/RFP No. SS-4164 Exhibit 2: Contractor's Bid/Proposal Response ATTEST: Docusigned by: 47 � Rebecca Huerta City Secretary Service Agreement Standard Form Page 8 of 8 Approved as to Legal Form June 2, 2021 DocuSign Envelope ID:6A97644D-660A-4397-9CCD-DADD05AFB51C Attachment A - Scope of Work 1.1 General Requirements/Background Information A. The Contractor shall provide monthly preventative maintenance for the Chlorine Dioxide System at the O. N. Stevens Water Treatment Plant as outlined in this Scope of Work. 1.2 Scope of Work- Preventative Maintenance A. The Contractor will perform monthly preventative maintenance which includes whole system inspection and installation of manufacturer's recommended maintenance testing, cleaning and installation of equipment to maintain the system. a. The Contractor will disassemble and clean the system per manufacturer's recommendations and reassembled with OEM parts provided in manufacturer's PM kits, tested and returned to service. b. The Contractor will examine each chlorine dioxide generator, injectors and PH probes to make sure all the flow measuring equipment works so the units maintain their efficiency. c. The Field Tech cleans and repairs the eductor for the sodium chlorite and chlorine gas injection point and replace if not working correctly. d. The Contractor will check the flow regulators and clean for both the Sodium Chlorite and Chlorine Gas systems e. The Contractor will check the booster pump for the water system to be able to keep the vacuum system operating correctly. B. Prior to performing the work, the Contractor shall obtain approval from the Contract Administrator for repairs, parts/materials that are recommended or needed outside of the preventative maintenance not included in the scope. Labor will be reimbursed at the actual hours worked at the rate shown in the contract. Parts and Materials will be reimbursed at actual cost shown in the contract. Receipts will be required for the parts and material. 1.3 Emergency Repairs A. This contract will allow three emergency technical visits if needed. The Contract Administrator will contact the Contractor. The Contractor shall schedule a visit within 48 hours of receiving the request. Labor will be included in the Emergency Technical Visit line in the Pricing Schedule. Parts and Materials will be reimbursed at actual cost shown in the contract. Receipts will be required for the parts and material. Emergency visit invoice shall be submitted separately from parts and materials invoice. DocuSign Envelope ID:6A97644D-660A-4397-9CCD-DADD05AFB51C ATTACHMENT B-BID-PRICING SCHEDULE ITEM DESCRIPTION UNIT' QTY UNIT PRICE TOTAL PRICE PREVENTATIVE MAINTENANCE 1 st Year Monthly Preventative 1 Maintenance EA 12 $1,800.00 $21,600.00 2nd Year Monthly Preventative 2 Maintenance EA 12 $1 ,900.00 $22,800.00 3rd Year Monthly Preventative 3 Maintenance EA 12 $2,000.00 $24,000.00 First - 12-Month Extension 4 Option EA 12 $2,100.00 $25,200.00 Second - 12-Month Extension 5 Option EA 12 $2,200.00 $26,400.00 ITEM DESCRIPTION UNIT QTY UNIT PRICE TOTAL PRICE ON-SITE REPAIRS will be included lh the PM or Erhergemcy Visits 6 Emergency Technical Visits (Receipts EA 5 $2,500.00 $12,500.00 required for parts/ material) ITEM DESCRIPTION UNIT! QTY' % Markup QTY + Markup Total Parts/Materials Allowance (Receipts $60,000.00+ 7 EA $60,000.00 0% $00= required for parts and material) $60,000.00 TOTAL $192,500.00 DocuSign Envelope ID:6A97644D-660A-4397-9CCD-DADD05AFB51C Page 1 of 1 DocuSign Envelope ID:6A97644D-660A-4397-9CCD-DADD05AFB51C Attachment C- Insurance Requirements I. CONTRACTOR'S LIABILITY INSURANCE A. 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. B. 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 Commercial General Liability Including: $1 ,000,000 Per Occurrence 1 . Commercial Broad Form 2. Premises - Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1 . Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000 POLLUTION LIABILITY $1 ,000,000 Per Occurrence (Including Cleanup and Remediation) C. 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. DocuSign Envelope ID:6A97644D-660A-4397-9CCD-DADD05AFB51C II. ADDITIONAL REQUIREMENTS A. 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. B. 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. C. 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 D. 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 30 calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. E. Within 5 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. DocuSign Envelope ID:6A97644D-660A-4397-9CCD-DADD05AFB51C Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. 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. G. 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. H. 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. I. 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 4-C Contracts for General Services - Services Performed Onsite - Pollution 05/10/2021 Risk Management - Legal Dept. DocuSign Envelope ID:6A97644D-660A-4397-9CCD-DADD05AFB51C Attachment D - Warranty Requirements 1 . New equipment installations - 12-month warranty all parts. 2. After equipment has been in place for 12 months, non-wearable (pH probe, o-rings, gaskets) replacement parts have a 12-month warranty. 3. If a part fails during the 12-month warranty period, and it is determined that there was a manufacturers defect or improper installation, that part will be replaced free of charge. 4. Replacement of warrantied parts will take place during regularly scheduled service calls. If a part needs replacement other than during regularly scheduled service calls the emergency service charge will apply. 5. If a new part fails after 6 months or longer, the part cost will be prorated based on usable life. Customer to pay balance for useable life of part.