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HomeMy WebLinkAboutC2025-187 - 9/23/2025 - Approved • SUPPLY AGREEMENT NO. 6486 Sodium Bisulfite THIS Sodium Bisulfite Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Souther Ionics Incorporated ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Sodium Bisulfite in response to Request for Bid No. 6486 ("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 Sodium Bisulfite 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 one year 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 $1,608,500.00, subject to approved extensions and changes. Payment will be Supply Agreement Standard Form - Wastewater Page 1 of 7 Approved as to Legal Form March 8, 2022 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: Diana Zertuche-Garza - Contract/Fund Administrator Corpus Christi Water Phone: 361-826-1827 Email: Dianag@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 - Wastewater Page 2 of 7 Approved as to Legal Form March 8, 2022 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 - Wastewater Page 3 of 7 Approved as to Legal Form March 8, 2022 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, Contract/Fund Administrator Corpus Christi Water 2726 Holly Road, Corpus Christi, TX 78415 PHone: 361-826-1827 Fax: 361-826-7215 IF TO CONTRACTOR: Southern Ionics Incorporated Attn: Megan S. Feth Business Support Specialist 579 Commerce Street, West Point, MS 39773 Phone: 662-494-3055 ext. 306 Fax: 662-495-2590 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 - Wastewater Page 4 of 7 Approved as to Legal Form March 8, 2022 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 - Wastewater Page 5 of 7 Approved as to Legal Form March 8, 2022 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. 28. Consent Decree Requirements. This Agreement is subject to certain requirements provided for by the Consent Decree entered into as part of Civil Action No. 2:20- cv-00235, United States of America and State of Texas v. City of Corpus Christi in the United States District Court for the Southern District of Texas, Corpus Christi Division (the "Consent Decree"). A set of Wastewater Consent Decree Special Supply Agreement Standard Form - Wastewater Page 6 of 7 Approved as to Legal Form March 8, 2022 Conditions has been attached as Attachment E, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. The Contractor must comply with Attachment E while performing the Services. CONTRACTOR Signature: Knristy D.Todd(Aug 25,202511:28:08 CDT) Printed Name: Khristy D.Todd Title: Manager of Corporate Services Date: 08/25/2025 M2025-130 Arithorized By CITY OF CORPUS CHRISTI Col.lncil 9/23/2025 Rachel Erben(Sep 25,202512:15:17 CDT) RHSB Rachel Erben Assistant Director, Contracts & Procurement Date: 09/25/2025 ATTEST: Rebecca Roorfa Attached and Incorporated by Reference: Rebecca Huerta(Sep 26,202509:26:29 CDT) Attachment A: Scope of Work Rebecca Huerta Attachment B: Bid/Pricing Schedule city secretary Attachment C: Insurance Requirements Attachment D: Warranty Requirements Attachment E: Wastewater Consent Decree Special Conditions Incorporated by Reference Only: Exhibit 1 : RFB No. 6486 Exhibit 2: Contractor's Bid Response Reviewed)/try: Nora V gqas 08/25/2025 Nora Vargas(Aug 25,2 25 09:01:48 CDT) Purchasing Manager Date Supply Agreement Standard Form - Wastewater Page 7 of 7 Approved as to Legal Form March 8, 2022 Attachment A: Scope of Work 1.1 General Requirements/Background Information The Contractor shall provide 38%-44% sodium bisulfite solution—wet, as outlined in this Scope of Work, to be used at the City of Corpus Christi Wastewater Treatment Plants. This chemical is used for dechlorination of wastewater and must conform to all the requirements of this specification. 1.2 Product Specifications The sodium bisulfite solution (Aqueous) delivered under this agreement will meet the following specifications: Item Weight Sodium Bisulfite concentration 38% - 44% Sodium Sulfite concentration <1 Sodium Sulfate concentration <2% H 3.5 - 5.0 1.3 Performance Requirements A. The Contractor shall 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. B. The Contractor shall provide a chemical analysis for each chemical shipment, which must include: 1 . Weight by percentage of sodium bisulfite concentration 2. Weight by percentage of sodium sulfite concentration 3. Weight by percentage of sodium sulfate concentration 4. Specific gravity of the solution 5. Appearance of the solution C. Plant Supervisors, or designee, may take a sample of any chemical shipment for testing prior to unloading of the chemical. The City may reject any chemical shipment that contains a concentration of any component outside the allowable concentration range as specified in the product specifications. Page 1 of 4 D. In addition, approximately every three months, 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 included in the product specification. E. The Contractor shall provide Safety Data Sheets. 1.4 Delivery and Weighing Requirements A. Deliveries must be made in the Contractor's company trucks and driven by a company driver. If applicable, they shall have the DOT permit and other State/Federal licenses. Drivers shall be thoroughly trained and familiar with the related hazards, safety measures, and spill cleanup procedures for sodium bisulfite solution. B. The Contractor shall have the proper trucks, equipment, and compressors to offload the chemical. The City will not provide the equipment. C. Delivering and off-loading of chemicals must be in accordance with OSHA and industry standards. D. Shipment sizes will average approximately 4,000 to 5,000 gallon lots. E. Deliveries must be made between 8:00 am and 4:00 pm, Monday through Friday, excluding City holidays, unless specific arrangements are made. The City may request weekend deliveries from 8:00 am to 12:00 pm, with prior arrangements. Deliveries arriving at times other than those specified cannot be offloaded until the specified unloaded times unless prior arrangements have been made. F. Orders must be placed by telephone or email. The Contractor will deliver the order within 24 hours of order placement. G. Each chemical shipment must be weighed on a state-certified truck scale located within the city limits of Corpus Christi before and after delivery to and unloading at the wastewater treatment plants. The Contractor shall provide a legible copy of each chemical weight ticket to the respective Wastewater Plant Supervisor within five business days of delivery of the chemical. Payments to the Contractor will not be processed unless this requirement is met. H. The City is not responsible for any demurrage charges that result from deliveries arriving at any other time than the specified time or from the Page 2 of 4 transporters' failure to have all required off-loading equipment present and operating when off-loaded is scheduled to begin. I. A City representative shall be present upon delivery to sign/date the delivery ticket. Any tickets to the City for payment with a City representative 1.5 Spills A. The Contractor's personnel shall properly and immediately clean up all spills and leaks, regardless of size. B. The Contractor is required to respond to any and all such emergencies within eight hours of being notified. C. Spill clean-up must be conducted in accordance with all Federal, State, and local regulations. 1.6 Locations and Capacities Plant Address Gallons Broadway WWTP 801 Resaca, Corpus Christi, TX 10,000 Oso WWTP 601 Nile, Corpus Christi, TX 19,500 Allison WWTP 4101 Allison Dr., Corpus Christi, 10,000 TX Laguna Madre WWTP 201 Jester, Corpus Christi, TX 10,000 1.7 Additional Requirements A. The Contractor shall base its billing and quantity for each chemical shipment on "local" certified weight tickets for the delivery of sodium bisulfite Solution, by weight in pounds, based on the actual percentage of sodium bisulfite by weight as indicated in the chemical analysis for that load. B. The Contractor shall submit the chemical analysis, weight ticket, and bill of lading with each invoice. C. Prior to the initial use of the sodium bisulfite solution and annually thereafter, the Contractor shall conduct a minimum of two training seminars for the City's operating personnel on the application and control of the sodium bisulfite solution, and include the following: 1 . Basic chemical properties of the sodium hypochlorite solution 2. Safety training 3. Equipment operation/set-up 4. Safety Data Sheet Page 3 of 4 1.8 Quality Control and Superintendence The Contractor shall ensure that the product and services meet quality standards and are acceptable to the City's Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor shall also provide supervision of the work to ensure it complies with the contract requirements. Page 4 of 4 CITY OF CORPUS CHRISTI • CONTRACTS AND PROCUREMENT BID FORM RFB No. 6486 Sodium Bisulfite PAGE 1 OF 2 Date: .�3 • Zq Authorized Bidder: WiO LV1Gdi'�0d Signature: 'Toe C* t pr#Wmt 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 Qty Unit Price Total Price — d I Sodium Bisulfite Gallon 10,000 Z- a 'rJ I �iQ�CjOU-00 BroadwayPlant Sodium Bisulfite 2 Oso Plant Gallon 550,000 2 .Q IF [,I 2?, 5700,0 Sodium Bisulfite 3 Allison Plant Gallon 110,000 2 . 0 'Jr ZZ�j�Cj�a-0 4 Sodium Bisulfite Gallon 110,000 Z. 0�5 Laguna Madre Plant 5 Unloading Delay I HRS 100 q�fop-00 One Year Total W 4 p GuvrewEl 440e LK Wfty� aetty W w �11wcm*t. - Page 2 of 2 First- One Year O tion Year Item Description Unit Qty Unit Price Total Price 1 Sodium Bisulfite Gallon 10,000 2.d �r fd.00 Broadway Plant 2 Sodium Bisulfite Gallon 550,000 Oso Plant 2 . OCJ 1,111,W-00 Sodium Bisulfite •- 3 Allison Plant Gallon 110,000 ' _Q[7 ZZCI��S00.00 4 Sodium Bisulfite Gallon 110,000 nn Laguna Madre Plant �' V� Zvi •p� 5 UnloadingDelayHRS 100 .00 .p First - One year option Total 4obx.po Second - One Year Option Year Item Description Unit Qty Unit Price Total Price 1 Sodium Bisulfite Gallon 10,000 Broadway Plant r � 2 Sodium Bisulfite Gallon 550, Oso Plant 000 �i•�� �'�i27Q'Do 3 Sodium Bisulfite Gallon 110,000 Allison Plant 4 Sodium Bisulfite Gallon 110,000 Laguna Madre Plant 5 Unloading Delay HRS 100 ClCi,00 Second - One year option Total Gurvertt del�ivpnhs �Fferr oVd& A ''' r. Attachment C: Insurance Requirements A. CONTRACTOR'S LIABILITY INSURANCE 1 . Contractor must not commence work under this contract until all insurance required has been obtained-and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been 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 on 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 ,000,000 Aggregate 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) $1 ,000,000 Combined Single Limit 1 . Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS'S COMPENSATION Statutory and complies with Part II (All States Endorsement if Company is of this not Exhibit. domiciled in Texas) Employers 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 contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. Pagel of 3 B. ADDITIONAL REQUIREMENTS 1 . Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor 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 renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 4. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insured's 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; • 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. 5. 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 Page 2 of 3 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 Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. 7. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this 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 contract. 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. Page 3 of 3 Attachment D - Warranty Requirements "No manufacturer's warranty required for this Agreement." Page 1 of 1 ATTACHMENT E WASTEWATER CONSENT DECREE Special Conditions Special Project procedures are required from the CONTRACTOR as specified herein. The CONTRACTOR shall implement and maintain these procedures at the appropriate time, prior to and during performance of the work. The following special conditions and requirements shall apply to the Project: I. Consent Decree Notice Provision—The City of Corpus Christi ("City"), the United States of America and the State of Texas have entered into a Consent Decree in Civil Action No. 2:20-cv-00235, United States of America and State of Texas v. City of Corpus Christi in the United States District Court for the Southern District of Texas, Corpus Christi Division (the "Consent Decree"). A copy of the Consent Decree is available at https://www-cdn.cctexas.com/sites/default/files/CC-Consent-Decree.pdf By signature of the Contract, CONTRACTOR acknowledges receipt of the Consent Decree. II. Performance of work. CONTRACTOR agrees that any work under this Contract is conditioned upon CONTRACTOR's performance of the Work in conformity with the terms of the Consent Decree. All Work shall be performed in accordance with the Design Criteria for Wastewater Systems under Title 30 Chapter 217 of the Texas Administrative Code, 30 Tex. Admin. Code Ch. 217, and using sound engineering practices to ensure that construction, management, operation and maintenance of the Sewer Collection System complies with the Clean Water Act. Work performed pursuant to this contract is work that the City is required to perform pursuant to the terms of the Consent Decree. In the event of any conflict between the terms and provisions of this Consent Decree and any other terms and provisions of this Contract or the Contract Documents, the terms and provisions of this Consent Decree shall prevail. III. Retention of documents — CONTRACTOR shall retain and preserve all non- identical copies of all documents, reports, research,analytical or other data, records or other information of any kind or character (including documents, records, or other information in electronic form) in its or its sub-contractors' or agents' possession or control, or that come into its or its sub-contractors' or agents' possession or control, and that relate in any manner to this contract, or the performance of any work described in this contract (the "Information"). This retention requirement shall apply regardless of any contrary city, corporate or institutional policy or procedure. CONTRACTOR, CONTRACTOR's sub-contractors and agents shall retain and shall not destroy any of the Information until five years after the termination of the Consent Decree and with prior written authorization from the City Attorney. CONTRACTOR shall provide the City with copies of any documents, reports, analytical data, or other information required to be maintained at any time upon request from the City. IV. Liability for stipulated penalties — Article IX of the Consent Decree provides that the United States of America, the United States Environmental Protection Agency and the State of Texas may assess stipulated penalties including interest against the City upon the occurrence of certain events. To the extent that CONTRACTOR or CONTRACTOR's agents or sub-contractors cause or contribute to, in whole or in part,the assessment of any stipulated penalty against the City, CONTRACTOR agrees that it shall pay to City the full amount of any stipulated penalty assessed against and paid by City that is caused or contributed to in whole or in part by any action, failure to act, or failure to act within the time required by any provision of this contract. CONTRACTOR shall also pay to City all costs, attorney fees, expert witness fees and all other fees and expenses incurred by City in connection with the assessment or payment of any such stipulated penalties, or in contesting the assessment or payment of any such stipulated penalties. In addition to any and all other remedies to which City may be entitled at law or in equity, CONTRACTOR expressly authorizes City to withhold all amounts assessed and paid as stipulated penalties, and all associated costs, fees, or expenses from any amount unpaid to CONTRACTOR under the terms of this contract, or from any retainage provided in the contract.