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HomeMy WebLinkAboutC2023-230 - 9/12/2023 - Approved (2)DocuSign Envelope ID: 57635035-D231-4FF4-9622-C5CB6459B0E3 SUPPLY AGREEMENT NO. 5187 EZ -I/O Needles for CCFD THIS EZ -I/O Needles for CCFD Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Teleflex LLC. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide EZ -I/O Needles for CCFD in response to Request for Bid No. SS5187 ("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 EZ -I/O Needles for CCFD in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. (A) The Term of this Agreement is three 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 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. (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 $196,357.20, 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. All pricing must be in accordance Supply Agreement - Teleflex Page 1 of 6 DocuSign Envelope ID: 57635035-D231-4FF4-9622-05CB6459B0E3 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 sent as follows: Invoices must be emailed to: CCFDlnvoices.com and acye@cctexas.co The email address to which invoices are sent may be changed by the City with not less than 10 days advance written notice in a manner set out in paragraph 16 of this Agreement. 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: Tracey Escalante Department: Fire Department Phone: 361.826.3994 Email: TraceyE@cctexas.com 5. Insurance. Reserved. 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. Reserved. 8. Warranty. Reserved. 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 Supply Agreement - Teleflex Page 2 of 6 DocuSign Envelope ID: 57635035-D231-4FF4-9622-C5CB6459B0E3 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 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: Tracey Escalante Contracts / Funds Administrator 2406 Leopard St., Coprus Christi, TX 78408 Phone: 361.826.3994 Fax: N/A IF TO CONTRACTOR: Teleflex LLC. Attn: David K. Price Vice President, Commercial Operations 3015 Carrington Mill Blvd., Morrisville, NC 27560 Phone: 919-544-8000 Fax: N/A Supply Agreement - Teleflex Page 3 of 6 DocuSign Envelope ID: 57635035-D231-4FF4-9622-C5CB6459B0E3 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, REASONABLE ATTORNEYS' FEES, AND EXPERT WITNESS FEES TO THE EXTENT RESULTING FROM THE NEGLIGENT ACT OR OMISSION 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. Each party'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 either party be liable for incidental, consequential or special damages. Supply Agreement - Teleflex Page 4 of 6 DocuSign Envelope ID: 57635035-D231-4FF4-9622-C5CB6459B0E3 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. 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 - Teleflex Page 5 of 6 DocuSign Envelope ID: 57635035-D231-4FF4-9622-C5CB6459B0E3 CONTRACTOR Signature: Printed Name: 1411-1- -AA O W 1A) Title: Date: Of sae 4�€�aaEC_.. Josh Chronley Assistant Director of Finance - Procurement CHRISTI Date: 11/6/2023 al;w6eedbsa.s to form: ththt Assistant City Attorney 11/3/2023 Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB No. SS5187 Exhibit 2: Contractor's Bid Response Date Res.033165 Authorized By Council 9/12/2023 ATTE. ign by: [D519,17D Rebecca Huerta City Secretary Supply Agreement - Teleflex Page 6 of 6 DocuSign Envelope ID: 57635035-D231-4FF4-9622-C5CB6459B0E3 ATTACHMENT A: SCOPE OF WORK General Requirements/Background Information The Contractor shall provide EZ -IO needles and drill supplies for the Corpus Christi Fire Department (CCFD), EMS Division as outlined in the Scope of Work. Scope of Work A. The Contractor shall provide the below supplies on an as needed basis: Product Code: Description 9001 P -VC -005 25mm Blue Needles + Stabilizer 9079P -VC -005 45mm Yellow Needles + Stabilizer 9058 EZ -IO Power Driver B. The Contractor shall deliver supplies to the CCFD Warehouse located at 1501 Holly Road, Corpus Christi, TX 78417. C. The Contractor shall deliver supplies Monday - Friday, 8:00 am to 5:00 pm. D. All contract prices are F.O.B. Destination, inside delivery to the City of Corpus Christi Facility, freight prepaid for standard delivery only. Expedited Delivery requests will incur an additional fee. E. Any product found defective, unusable or inoperable to the condition, The Contractor shall arrange return shipment or shipping charge will be reimbursed from the invoice. Contractor must arrange for the return shipment of damaged products. Point of Contact: Tracey Escalante, CTCM Contract Funds Administrator - Fire Department Office 361-826-3994 TracyE@cctexas.com 2406 Leopard St., Suite 300 Corpus Christi, TX 78408 Page 1 of 1 DocuSign Envelope ID: 57635035-D231-4FF4-9622-C5CB6459B0E3 lrelef lex® United States Return Goods Policy ATTACHMENT A-1 Teleflex LLC 3015 Carrington Mill Blvd, Morrieville, NC 2755x0 Phone: 8GG-2419-9990 cs@teleflex.com All returns of products purchased from Teleflex LLC ("Teleflex") must be authorized by Teleflex and made within 60 calendar days of the invoice date or for non -conforming or defective products, within the applicable warranty period and in accordance with all applicable warranty claim procedures. To request a return goods authorization (RGA), contact Teleflex Customer Service by phone at 866-246-6990 or by email at plaie eftg2 mma m. RGA requests must include: • Customer account number • Customer purchase order number or Teleflex invoice number • Teleflex product number and the quantity being returned • Teleflex lot or serial numbers and, if applicable, expiration dates • Reason for return RGAs are valid for 60 calendar days from issuance date. All authorized returns must reference the assigned RGA number and be shipped freight prepaid by customer to the Teleflex location indicated in the RGA with confirmation that the product has been stored according to label storage conditions as applicable, except Teleflex will pay customer's reasonable documented shipping costs for authorized returns of (a) products shipped in error by Teleflex that are returned within 60 calendar days of the invoice date or (b) non -conforming or defective products that are returned within the applicable warranty period. Unauthorized returns may, at Teleflex's discretion, be returned to customer at customer's expense or destroyed by Teleflex, without credit being issued to customer. Eligible Returns and Credit Subject to the other provisions of this policy, credit will be issued at the net purchase price for authorized returns of (a) products shipped in error by Teleflex that are returned within 60 calendar days of the invoice date or (b) non -conforming or defective products that are returned within the applicable warranty period. For all other authorized returns, credit will be issued at the net purchase price of the products minus a 30% restocking fee. Credits for returned products are conditioned upon Teleflex's inspection and approval of the products upon receipt. If Teleflex determines, in its discretion, that any of the products are ineligible for return, customer will not receive a credit, even if an RGA was issued. Ineligible Returns • Products damaged in transit. Carrier is responsible and should be contacted by customer. • Products shipped in error by Teleflex that are returned more than 60 calendar days after the invoice date. • Products in altered or damaged packaging or in packaging other than the original packaging. • Products returned in a quantity less than Teleflex's original unit of sale. • Products with less than six months shelf -life remaining based on expiration dates. • Products that are opened, altered, abused, improperly stored or otherwise not in saleable condition. • Products that are special order, private label or otherwise custom, or that are discontinued. • Products modified or repaired by anyone other than an authorized Teleflex representative or further manufactured, packaged or processed. Returns prohibited by state law. Each state has individual pharmacy laws; all returns of products containing pharmaceutical components are subject to approval of Teleflex Regulatory Affairs. Exceptions and Special Handling Products being returned for repair (e.g., instruments, equipment) must be accompanied by an approved repair notification, which may also be arranged through Teleflex Customer Service. Customer is responsible for the costs of any repair not covered by a written limited warranty. Teleflex's Interventional Urology products (e.g., UroLifte System and related kits, scopes and accessories) are non -returnable unless the products (a) were shipped in error by Teleflex and are returned within 60 calendar days of the invoice date, (b) are non -conforming or defective and returned within the applicable warranty period, or (c) are ones which Teleflex specifically authorized in writing for return. For catalog nos. UL -SCOPE and UL-SCOPE4 only, Teleflex Interventional Urology also offers a factory exchange replacement at a discount rate if damage occurs to those Products by customer within 12 months of the original delivery date. To request an RGA for any of Teleflex's Interventional Urology products, contact Teleflex Interventional Urology Customer Service by phone at 877-408-9628 or by email at j,. roD,,af ustorrrp ef"rtetletl x,eg . Return Goods Policy (US v.24 -OCT -2022) DocuSign Envelope ID: 57635035-D231-4FF4-9622-05CB6459B0E3 ATTACHMENT B - PRICING City of Corpus Christi EZ -1O® Price Lisl — EMS and Fire Dept Valid From 00:41/2023 —07/31/2026 (Pricing is inclusive of freight) Telerlev "1-0141e:A L..le AAA) 5 A.': ardqgt.co ',P,ffil d Mal risA, i 27'.530 1.1S A. Phone'. g 9-FAPI ASO DA. WNW 1JA lAitax...AAA) Year 1 Product Code Des c r k)tion Price Per Unit Otiant Pv Total 1 -VC 11, ,lo 5 25mm Blue Needles +Stabilizer $691.60 45 $31,122.00 9 N75P -VC :,, ;:d 5 45mm Yellow Needles + Stabilizer $691.60 45 $31,122,00 91,1„ 5g EZ44 P we 1111, per $320.24 1,,, $3,208,40 /,,,„,;-,,, 1, EZ -I , Powe iffill r et $320.24 1 Year 2 Product Code Des c r iati on Price Per Stialit ty Total Product (ode Des c r tionh.) Unit cantly Total 9 lio 1P -V ,„1,115 25mm Blue IV eed les + Sta6ilizer $691.60 45 $31,12 2.00( k\179P -VC 'It 5 45mm Yellow Needles ÷ Stabilizer $691.60 45 $31,12 2,00( 9 5g EZ -I , Powe iffill r et $320.24 1 $3,208,40 2 ipa io,zw,,r, / Year 3 Product Code Des c r iati on Price Per Unit Stialit ty Total 9g 1 -VC 11.0.,',5 25mm glue Needles 4- Stabilizer $691,60 45 $31,122.00 5 /9"P -VC4V5 45mm Yellow Needles + Stabilizer $691.60 45 $31,122,00 5g EZ .-I''. Power Or per $320.24 10 $3,208,40 In f -,e- .,7 ( 7 ),Oyx7T,,T),;/pAry7;71-77 ir,247 7)pp)v,/ y ',zwril 1/;%',R7,77777 i :g4.,/&Y ,A6„kx0A/AAAU&AQZ/iAgae,&,AZ4fAZZAAA '.:/2,&%aki,A;A/41/f .:,L4 ARAO, f9i;iLffi'x'7% STR,4 DocuSign Envelope ID: 57635035-D231-4FF4-9622-C5CB6459B0E3 leleflfx 3 Yea r Ta I Product Code Description 3 Year Total 1P -VC- 25mm CIueNeedles +Stabilizer $93,364.00 7 -VC mo 45mm Yellow Needles +Stabilizer $93,354.00 5 & EZ -I O Power P6 river $9,425.20 , „ i ,,;/ ,. r ;i�� a/�/i� a,1 ( ��� ,,,/ a i,i / 1,7,/,2 %//��4���//,//%,/ / ,r'44 / i�i.�i�r�i!,,,i/% DocuSign Envelope ID: 57635035-D231-4FF4-9622-C5CB6459B0E3 Attachment C: Insurance and Bond Requirements No insurance or bond is required for this supply agreement; therefore, Section 5 Insurance; Bonds, subsection (A) and (B) are null and void. DocuSign Envelope ID: 57635035-D231-4FF4-9622-C5CB6459B0E3 Attachment D: Warranty Requirements Product Warranty is not required for this supply agreement; therefore, Section 8 Warranty, subsections (A) and (B) are null and void.